REGISTERED NUMBER: 03230109 (England and Wales)

History & Heraldry Limited

Strategic Report, Report of the Directors and

Financial Statements For The Year Ended 31 December 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

M C Ogg

D E Manson

REGISTERED OFFICE:

2 Denby Way

Hellaby Industrial Estate

Rotherham

South Yorkshire

S66 8HR

REGISTERED NUMBER:

03230109 (England and Wales)

AUDITORS:

Kingswood Allotts Limited, Statutory Auditor

Chartered Accountants

Sidings Court

Lakeside

Doncaster

South Yorkshire

DN4 5NU

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The company posted a loss for the year of £157,877 for the year ended 31 December 2025. This was largely driven by a drop in revenue resulting from a combination of retail store closures, a retail chain entering administration and product line decisions. Many of these factors are limited to the 2025 calendar year, with the retail chain in administration being bought out by an existing client of the company, and successful post year end product success.

The company continues to be in a strong position within its core market with continued investment in both its customers and new product development. The company is continuing to grow its presence through online platforms and direct-to-consumer sales.

PRINCIPAL RISKS AND UNCERTAINTIES

UK High Streets continued to suffer from reduced foot fall brought on by cost-of-living concerns and high interest

rates. The cost of freight, energy and general product costs remain volatile due to macroeconomic activity including the ongoing wars in Ukraine and Iran.

KEY PERFORMANCE INDICATORS

The Directors consider that an analysis using key financial performance indicators would not provide any meaningful information to users of the accounts.

ON BEHALF OF THE BOARD:

M C Ogg - Director

21 September 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

No interim dividend was paid (2024: £Nil). The director does not recommend the payment of a final dividend.

DIRECTOR

M C Ogg held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

D E Manson was appointed as a director after 31 December 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

M C Ogg - Director

21 September 2026

Opinion

We have audited the financial statements of History & Heraldry Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry.

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, product safety requirements, trademark and copyright laws and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation; and

- enquiring of management as to actual and potential litigation and claims.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Garrison BCom FCA DChA (Senior Statutory Auditor)

for and on behalf of Kingswood Allotts Limited, Statutory Auditor

Chartered Accountants

Sidings Court

Lakeside

Doncaster

South Yorkshire

DN4 5NU

21 September 2026

TURNOVER

4

12,728,118

15,625,978

Cost of sales

8,595,826

10,170,924

GROSS PROFIT

4,132,292

5,455,054

Distribution costs

1,427,951

1,349,938

Administrative expenses

2,807,859

3,354,198

4,235,810

4,704,136

(103,518

)

750,918

Other operating income

6,523

7,361

OPERATING (LOSS)/PROFIT

6

(96,995

)

758,279

Interest receivable and similar income

103,193

128,175

6,198

886,454

Interest payable and similar expenses

7

82,629

37,239

(LOSS)/PROFIT BEFORE TAXATION

(76,431

)

849,215

Tax on (loss)/profit

8

81,446

187,519

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(157,877

)

661,696

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(157,877

)

661,696

FIXED ASSETS

Intangible assets

9

96,939

58,923

Tangible assets

10

3,526,983

3,575,866

Investments

11

144,721

144,721

3,768,643

3,779,510

CURRENT ASSETS

Stocks

12

3,704,279

3,576,968

Debtors

13

6,715,587

6,428,358

Cash at bank and in hand

6,297,123

4,566,333

16,716,989

14,571,659

CREDITORS

Amounts falling due within one year

14

4,742,256

2,643,694

NET CURRENT ASSETS

11,974,733

11,927,965

TOTAL ASSETS LESS CURRENT LIABILITIES

15,743,376

15,707,475

PROVISIONS FOR LIABILITIES

16

193,778

-

NET ASSETS

15,549,598

15,707,475

CAPITAL AND RESERVES

Called up share capital

17

9,889

9,889

Share premium

18

3,999

3,999

Capital redemption reserve

18

111

111

Retained earnings

18

15,535,599

15,693,476

SHAREHOLDERS' FUNDS

15,549,598

15,707,475

The financial statements were approved by the Board of Directors and authorised for issue on 21 September 2026 and were signed on its behalf by:

M C Ogg - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2024

9,889

15,031,780

3,999

111

15,045,779

Changes in equity

Total comprehensive income

-

661,696

-

-

661,696

Balance at 31 December 2024

9,889

15,693,476

3,999

111

15,707,475

Changes in equity

Total comprehensive income

-

(157,877

)

-

-

(157,877

)

Balance at 31 December 2025

9,889

15,535,599

3,999

111

15,549,598

1.	STATUTORY INFORMATION

History and Heraldry Limited is a private company limited by share capital and incorporated in England and Wales. Its registered office is 2 Denby Way, Hellaby Industrial Estate, Rotherham, South Yorkshire, S66 8HR.

Its principal activity is the design, sourcing and distribution of impulse buy gift products.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 "The Financial Reporting Standard Applicable in the UK and Republic of Ireland" (FRS102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in the financial statements are rounded to the nearest £.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about History & Heraldry Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 405(2) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover represents sales of goods excluding value added tax and is recognised when risks and rewards of ownership pass to the customer, usually on despatch but under concession operations with certain retailers not until the customer has sold the goods.

Turnover also includes royalties earned from customers allowed to sell the company's products; this income is recognised when entitlement arises from the related sale by the customer.

Goodwill

Goodwill relating to the acquisition of an agency business in 2003 was written off on a straight line basis over its estimated useful life of five years, being the length of the agency agreement.

Goodwill arising from the acquisition of a domain name in 2012 was written off on a straight line basis over six years, being the length of the registration.

Trademarks

Trademarks are valued at cost less accumulated amortisation.

Amortisation is calculated to write off the cost in equal instalments over their estimated useful life of seven years.

Computer software

Software is valued at cost less amortisation.

Amortisation is calculated to write-off the cost in equal instalments over its estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Plant and machinery

- 25% on reducing balance

Fixtures and fittings

- 25% on reducing balance

Motor vehicles

- 25% on reducing balance

Computer equipment

- 33% on cost and 20% on cost

Freehold property

- 2% on cost

Tangible assets are initially measured at cost. After initial recognition, tangible fixed assets are all measured at cost less any accumulated depreciation and any accumulated impairment losses.

Stocks

Stock and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost includes all direct expenditure. The standard cost model is applied.

Financial instruments

Debtors and creditors are measured at the amounts expected to be received/paid less any charges relating to future periods, and less any provision for impairment.

Forward exchange contracts are valued at fair value as routinely reported by the company's bankers.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction.

Monetary assets denominated in foreign currency are translated at the rate of exchange on the balance sheet date and gains or losses compared to previous values are included in the profit and loss account in operating profit for trading items and interest for loan items.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs

The company operates a number of defined contribution pension arrangements. The assets of the schemes are held separately from those of the company in independently administered funds. Contributions payable are charged to the profit and loss account in the period to which they relate.

Government grants

The company has adopted the accrual model so government grants are recognised in the same period as the expenditure they are intended to contribute to.

Investments

Unlisted investments are recorded at cost less impairment.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Stock provisioning

The carrying value of stock, at the lower of cost and net realisable value, is dependent on key judgements and estimates that are made by management. The judgements relating to stock include an estimation of future expected average sales prices and disposal costs. These judgements also include consideration of specific factors and the developments in the market that have been identified throughout the year and subsequent to the year end. Actual outcomes could be different to the assumptions used in determining the estimates.

4.

TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

12,069,562

13,335,252

European Union

382,075

1,120,137

Rest of the World

276,481

1,170,589

12,728,118

15,625,978

Income recognised in the year arose from the following:

2025

2024

£

£

Sale of goods

11,732,780

14,518,142

Rendering of services

52,236

52,258

Interest

103,193

128,175

Commission

21

48

Royalties

943,081

1,060,138

Other

6,523

2,752

12,837,834

15,761,513

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,990,573

2,931,890

Social security costs

378,382

310,963

Other pension costs

108,190

468,920

3,477,145

3,711,773

The average number of employees during the year was as follows:

2025

2024

Production

37

35

Administration

27

29

Sales

18

17

Directors

1

1

83

82

The total of employee benefits received by key management personnel for their services to the entity in the year was £1,057,718 (2024: £1,060,984).

2025

2024

£

£

Director's remuneration

30,855

29,206

Director's pension contributions to money purchase schemes

-

180,000

6.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging/(crediting):

2025

2024

£

£

Hire of plant and machinery

36,711

44,588

Other operating leases

80,665

70,236

Depreciation - owned assets

131,352

126,238

Loss/(profit) on disposal of fixed assets

3,243

(11,916

)

Computer software amortisation

18,303

18,302

Auditors' remuneration

38,890

37,750

Foreign exchange differences

21,916

(69,374

)

Change in value of derivatives

148,136

(103,417

)

Stock impairment and write offs

992,312

1,031,639

Bad debts

(28,501

)

194,888

Rent

1,072

40,498

Stock impairment is included within cost of sales in the statement of comprehensive income. It occurs when stock cannot be sold and is a regular inevitable event given the nature of the operations. Circumstances giving rise to such write-offs include physical damage, obsolescence, changes in fashion, and imbalanced residue of items approaching the end of their product life cycle.

Amortisation of intangible fixed assets is included within administrative expenses in the statement of comprehensive income.

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Other loan interest

82,629

37,239

8.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

32,197

154,575

Adjustment to earlier years

(144,529

)

32,944

Total current tax

(112,332

)

187,519

Deferred tax

193,778

-

Tax on (loss)/profit

81,446

187,519

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

(Loss)/profit before tax

(76,431

)

849,215

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(19,108

)

212,304

Effects of:

Expenses not deductible for tax purposes

17,588

5,299

Capital allowances in excess of depreciation

(296

)

-

Depreciation in excess of capital allowances

-

7,969

Utilisation of tax losses

-

(13,474

)

Adjustments to tax charge in respect of previous periods

(147,327

)

32,944

results

Depreciation of assets ineligible for capital allowances

(6,881

)

(6,892

)

subsidiaries

Disregarded transactions

37,034

(25,854

)

recognised

Group relief

-

(24,777

)

B/f deferred tax provision not provided in prior year

200,436

-

Total tax charge

81,446

187,519

9.	INTANGIBLE FIXED ASSETS

Computer

Goodwill

Trademarks

software

Totals

£

£

£

£

COST

At 1 January 2025

256,250

42,950

859,205

1,158,405

Additions

-

-

56,319

56,319

At 31 December 2025

256,250

42,950

915,524

1,214,724

AMORTISATION

At 1 January 2025

256,250

42,950

800,282

1,099,482

Amortisation for year

-

-

18,303

18,303

At 31 December 2025

256,250

42,950

818,585

1,117,785

NET BOOK VALUE

At 31 December 2025

-

-

96,939

96,939

At 31 December 2024

-

-

58,923

58,923

Computer software includes £56,319 (2024: £Nil) of assets in the course of construction. These assets have not yet been brought into use and have therefore not been depreciated.

10.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

property

machinery

fittings

£

£

£

COST

At 1 January 2025

3,356,839

390,733

624,237

Additions

-

3,213

15,825

Disposals

-

-

-

At 31 December 2025

3,356,839

393,946

640,062

DEPRECIATION

At 1 January 2025

37,298

369,474

607,546

Charge for year

40,689

5,685

4,268

Eliminated on disposal

-

-

-

At 31 December 2025

77,987

375,159

611,814

NET BOOK VALUE

At 31 December 2025

3,278,852

18,787

28,248

At 31 December 2024

3,319,541

21,259

16,691