Registration number:
for the
Year Ended 31 December 2025
Woodco Group Holdings Ltd
Contents
|
Company Information |
|
|
Strategic Report |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Consolidated Profit and Loss Account |
|
|
Consolidated Balance Sheet |
|
|
Balance Sheet |
|
|
Consolidated Statement of Changes in Equity |
|
|
Statement of Changes in Equity |
|
|
Consolidated Statement of Cash Flows |
|
|
Notes to the Financial Statements |
Woodco Group Holdings Ltd
Company Information
|
Directors |
Ben Doouss Mark Doouss Glenn Doouss |
|
Registered office |
|
|
Auditors |
|
Woodco Group Holdings Ltd
Strategic Report for the Year Ended 31 December 2025
The directors present their strategic report for the year ended 31 December 2025.
Principal activity
The principal activity of the group is the design and sale of kitchen furniture, wholesale of fitted bathroom furniture, vanity furniture, sanitaryware, brassware, mirrors and lighting, and bathroom accessories.
Fair review of the business
The results for the year which are set out in the consolidated profit and loss account show turnover of £32,553,763 (2024 - £30,394,022) and an operating profit of £2,309,373 (2024 - £2,552,214). At 31 December 2025 the group had net assets of £22,665,181 (2024 - £17,223,454).
Revenue growth has been driven by the acquisition of Faith Furniture Company Limited ('Faith') on 17 January 2024, this company has provided the group access to the kitchen furniture market space. Faith generated a loss before tax in FY24 due to certain exceptional expenses which are set out in note 4 to these financial statements.
The directors consider the performance for the year and the financial position at the year end to be satisfactory.
The company's key financial and other performance indicators during the year were as follows:
|
Financial KPIs |
Unit |
2025 |
2024 |
|
Turnover |
£'000 |
32,553 |
30,394 |
|
Margin before administrative and overhead costs |
% |
24 |
25 |
|
Operating profit |
£'000 |
2,309 |
2,552 |
|
Net assets |
£'000 |
22,665 |
17,223 |
Significant Events
As part of the Group's restructuring activities, the trade and assets of Faith Furniture Company Limited were transferred into Woodco Group Limited on 1 January 2026.
The hive up resulted in a review of the recoverability of the intercompany balance due from Faith Furniture Company Limited and, following this assessment, the directors concluded that an impairment was required.
Principal risks and uncertainties
The directors have considered the key risks facing the business and concluded as follows:
Inventory Management
The Company is exposed to risks associated with holding inventory, including obsolescence, damages and fluctuations in demand. Poor inventory management may result in increased costs, reduced margins, or stock shortages that affect customer service levels.
Inventory levels are monitored on an ongoing basis to ensure appropriate stock holdings are maintained while minimising excess inventory exposure.
Cybersecurity and Information Technology
The Company relies on information technology systems to support its operations and customer service activities. A cyberattack, data breach, or significant systems failure could disrupt operations, lead to loss of data, and damage the Company's reputation.
Appropriate security controls, backup procedures, and monitoring processes are maintained to reduce the likelihood and impact of such incidents.
Customer Demand and Market Competition
The Company's performance is influenced by market demand and the competitive environment in which it operates. Changes in customer preferences, increased competition, market consolidation, or pricing pressures may reduce revenues and profit margins.
Management continually monitors market trends and customer requirements to ensure the Company's products and services remain competitive and aligned with customer expectations.
Approved by the
Director
Woodco Group Holdings Ltd
Directors' Report for the Year Ended 31 December 2025
The directors present their report and the for the year ended 31 December 2025.
Directors of the company
The directors who held office during the year were as follows:
Future developments
The directors are confident that group will report continued growth and strong earnings performance.
Financial instruments
Objectives and policies
The company's financial instruments comprise cash and cash equivalents, trade receivables, trade payables and other items that arise directly from its operations. The principal purpose of these financial instruments is to provide finance for the company's operations and to manage its working capital requirements.
The main risks arising from the company's financial instruments are foreign currency risk, credit risk and liquidity risk. The directors regularly review and agree policies for managing these risks.
Liquidity risk
The directors monitor cash flows to ensure the group is able to meet its operational requirements. The financial statements have been prepared on a going concern basis and the directors are confident that the group will meet its financial obligations over the next 12 months and beyond. It is expected that the group will continue in business for the foreseeable future and continued growth is anticipated.
Credit risk
The group offers certain of its customers credit. Before credit terms are agreed, an assessment of the customer's credit rating is undertaken to ensure the group is not exposed to major credit risk. Credit limits are set accordingly.
Price and foreign exchange risk
A number of the group's purchases are transacted in non-sterling currencies. As a result, exchange rate fluctuations impact on the results and cash flows of the group. Fluctuations in exchange rates are carefully monitored by the directors.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the group will be able to continue to operate for the foreseeable future.
After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources available to continue in operational existence for at least 12 months from the date of approval of the financial statements.
On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Woodco Group Holdings Ltd
Directors' Report for the Year Ended 31 December 2025
Approved by the
Director
Woodco Group Holdings Ltd
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report 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). 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 group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Woodco Group Holdings Ltd
Independent Auditor's Report to the Members of Woodco Group Holdings Ltd
Opinion
We have audited the financial statements of Woodco Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 December 2025 and of the group's profit 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
Woodco Group Holdings Ltd
Independent Auditor's Report to the Members of Woodco Group Holdings Ltd
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 5, 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 is 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s 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 an auditor’s report 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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
|
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
|
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
|
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
Woodco Group Holdings Ltd
Independent Auditor's Report to the Members of Woodco Group Holdings Ltd
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Woodco Group Holdings Ltd
Consolidated Profit and Loss Account for the Year Ended 31 December 2025
|
Note |
2025 |
2024 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Distribution and selling costs |
( |
( |
|
|
Profit before administrative and overhead costs |
7,601,504 |
7,457,914 |
|
|
Administrative expenses |
(5,240,940) |
(4,636,909) |
|
|
Administration expenses - exceptional |
(57,191) |
(285,213) |
|
|
Other operating income |
|
|
|
|
Operating profit |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Profit before tax |
|
|
|
|
Taxation |
( |
( |
|
|
Profit for the financial year |
|
|
|
|
Profit attributable to: |
|||
|
Owners of the company |
|
|
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
Woodco Group Holdings Ltd
(Registration number: 14625012)
Consolidated Balance Sheet as at 31 December 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
|
|
|
|
Equity attributable to owners of the company |
|
|
|
|
Total equity |
|
|
Approved and authorised by the
Director
Woodco Group Holdings Ltd
(Registration number: 14625012)
Balance Sheet as at 31 December 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Provisions for liabilities |
( |
- |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
|
|
|
|
Total equity |
|
|
The company made a profit after tax for the financial year of £2,092,929 (2024 - profit of £1,996,653).
Approved and authorised by the
Director
Woodco Group Holdings Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
Equity attributable to the parent company
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2025 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Issue of preference shares |
5,340,000 |
- |
- |
5,340,000 |
|
Redemption of preference shares |
(1,727,000) |
1,727,000 |
(1,727,000) |
(1,727,000) |
|
At 31 December 2025 |
|
|
|
|
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
- |
|
|
|
Prior period adjustment |
- |
|
( |
- |
|
At 1 January 2024 (As restated) |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Redemption of preference shares (As restated) |
(1,722,500) |
1,722,500 |
(1,722,500) |
(1,722,500) |
|
At 31 December 2024 (As restated) |
4,902,600 |
1,927,500 |
10,393,354 |
17,223,454 |
Woodco Group Holdings Ltd
Statement of Changes in Equity for the Year Ended 31 December 2025
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2025 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Issue of preference shares |
|
- |
- |
|
|
Redemption of preference shares |
(1,727,000) |
1,727,000 |
(1,727,000) |
(1,727,000) |
|
At 31 December 2025 |
|
|
|
|
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
- |
( |
|
|
Prior period adjustment |
- |
|
|
|
|
At 1 January 2024 (As restated) |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Redemption of preference shares (As restated) |
(1,722,500) |
1,722,500 |
(1,722,500) |
(1,722,500) |
|
At 31 December 2024 (As stated) |
4,902,600 |
1,927,500 |
281,506 |
7,111,606 |
Woodco Group Holdings Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2025
|
Note |
2025 |
(As restated) |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of property, plant and equipment |
45,370 |
(47,500) |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Decrease/(increase) in trade debtors |
|
( |
|
|
Increase in trade creditors |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of intangible assets |
( |
( |
|
|
Acquisition of subsidiary, net of cash acquired |
- |
(881,116) |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Repayment of bank borrowing |
- |
( |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Redemption of preference shares |
(1,727,000) |
(1,722,500) |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
2,764,948 |
4,531,115 |
|
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
|
General information |
The company is a private company limited by share capital, incorporated in the United Kingdom.
The address of its registered office is:
United Kingdom
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
Under FRS 102 the company meets the criteria of a qualifying entity and accordingly has taken an exemption from disclosing in its separate financial statements certain information in respect of financial instruments and from preparing a statement of cash flows.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.
No Profit and Loss account is presented for the company as permitted by section 408 of the Companies Act 2006.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder's share of changes in equity since the date of the combination.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the group will be able to continue to operate for the foreseeable future.
After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources available to continue in operational existence for at least 12 months from the date of approval of the financial statements.
On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Prior period adjustments
Woodco Group Holdings Limited - Consolidated Financial Statements
In previous years no Capital Redemption Reserve had been recognised for the repurchase of preference shares made at par. The comparative information has therefore been restated to present an undistributable Capital Redemption Reserve brought forward at 1 January 2024 of £755,000, an increase in the reserve of £1,722,500 for the year ended 31 December 2024 with corresponding reductions in the Profit and Loss Account.
Woodco Group Holdings Limited - Single Company Financial Statements
In prior years no Capital Redemption Reserve had been recognised for the repurchase of preference shares made at par. The comparative information has therefore been restated to present an undistributable Capital Redemption Reserve brought forward at 1 January 2024 of £205,000, an increase in the reserve of £1,722,500 for the year ended 31 December 2024 with corresponding reductions in the Profit and Loss Account.
During the current year, it was identified that dividends received in the years ended 31 December 2023 and 31 December 2024 had been understated. The comparative information has been restated to correct the error through a prior year adjustment.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
Management regularly reviews the nature, condition and expected saleability of the inventory held by the group. Provisions are made for specific stock lines that are non-moving. In addition an ongoing provision is recognised for slow moving stock lines and items that are now discontinued or pending discontinuation from the group's brochures.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the group and specific criteria have been met for each of the group's activities.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the customer, which is upon delivery of the product.
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Goodwill
Goodwill arising on business combinations is initially recognised and measured as the excess of the cost of acquisition over the fair value of the net identifiable assets and liabilities acquired. It is included in the balance sheet at cost less accumulated amortisation and impairment.
Goodwill is amortised over its useful life, which shall not exceed ten years where a reliable estimate of useful life cannot be made.
Intangible assets
Separately acquired computer software and copyright assets are shown at historical cost.
Computer software and copyright intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10 years straight line |
|
Computer software and copyright assets |
3 years straight line |
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Land and buildings |
Nil |
|
Leasehold improvements |
10 - 20 years straight line |
|
Fixtures and fittings |
4 years straight line |
|
Motor vehicles |
4 years straight line |
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Plant and machinery |
4 years straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
The analysis of the group's turnover for the year by market is as follows:
|
2025 |
2024 |
|
|
UK |
|
|
|
Administrative expenses - exceptional |
|
2025 |
2024 |
|
|
Exceptional expenses |
57,191 |
285,213 |
The company's warehousing and distribution operations were integrated with those of the Woodco Group Limited, and this required relocation of stock from Bolton to Hereford. As part of this, the company incurred redundancy costs, professional fees and moving fees totalling £37,241 (2024 - £285,213).
Legal costs of £19,950 (2024 - £nil) were paid by Faith Furniture Company Limited in connection with advertisement copyright litigation that originated prior to Woodco Group Holdings Limited acquiring Faith.
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2025 |
2024 |
|
|
Consultancy income |
|
|
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense (included in administrative expenses) |
|
|
|
(Profit/loss on disposal of property, plant and equipment |
45,370 |
(47,500) |
|
Foreign exchange losses |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
- |
|
|
Interest expense on other finance liabilities |
|
|
|
|
|
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Administration, distribution and fitters |
|
|
Company
The company incurred no staff costs and had no employees.
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
70,400 |
44,670 |
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
|
|
426,691 |
888,141 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
( |
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
150,885 |
101,342 |
|
Total deferred taxation |
|
( |
|
Tax expense in the profit and loss account |
|
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
(As restated) |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
(Decrease)/increase in UK and foreign current tax from adjustment for prior periods |
( |
|
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
|
|
Total tax charge |
|
|
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
Losses and other deductions |
( |
|
|
|
2024 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
Losses and other deductions |
( |
|
|
|
Intangible assets |
Group
|
Goodwill |
Computer software and copyright assets |
Total |
|
|
Cost |
|||
|
At 1 January 2025 |
|
|
|
|
Additions acquired separately |
- |
|
|
|
At 31 December 2025 |
|
|
|
|
Amortisation |
|||
|
At 1 January 2025 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 31 December 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2025 |
|
|
|
|
At 31 December 2024 |
|
|
|
At 31 December 2025 the remaining amortisation period for goodwill was eight years.
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Tangible assets |
Group
|
Land and buildings |
Leasehold improvements |
Fixtures and fittings |
Motor vehicles |
Plant and machinery |
Total |
|
|
Cost |
||||||
|
At 1 January 2025 |
|
|
|
|
|
|
|
Additions |
|
- |
|
|
|
|
|
Disposals |
- |
- |
( |
( |
- |
( |
|
At 31 December 2025 |
|
|
|
|
|
|
|
Depreciation |
||||||
|
At 1 January 2025 |
- |
|
|
|
|
|
|
Charge for the year |
- |
|
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
( |
- |
( |
|
At 31 December 2025 |
- |
|
|
|
|
|
|
Carrying amount |
||||||
|
At 31 December 2025 |
|
|
|
|
|
|
|
At 31 December 2024 |
|
|
|
|
|
|
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2025 |
2024 |
|
|
Motor vehicles |
63,461 |
174,805 |
|
Fixtures and fittings |
19,932 |
37,172 |
|
83,393 |
211,977 |
Restriction on title and pledged as security
Company
|
Land and buildings |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2025 |
|
|
|
Additions |
|
|
|
At 31 December 2025 |
|
|
|
Carrying amount |
||
|
At 31 December 2025 |
|
|
|
At 31 December 2024 |
|
|
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2025 and at 31 December 2025 |
|
|
Carrying amount |
|
|
At 31 December 2025 |
|
|
At 31 December 2024 |
|
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
See note below |
|
|
|
|
|
See note below |
|
|
|
|
|
See note below |
|
|
|
|
|
See note below |
|
|
|
The registered office of all the above companies is Straight Mile House, Beacon Road, Rotherwas Industrial Estate, Hereford, HR2 6JF, United Kingdom.
|
Stocks |
|
Group |
||
|
2025 |
2024 |
|
|
Finished goods |
|
|
|
Debtors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
(As restated) |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
- |
- |
|
|
|
|
Other debtors |
|
|
- |
- |
|
|
Prepayments |
|
|
- |
- |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
|
|
|
|
|
|
|
|
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
13,569 |
583,437 |
- |
91,385 |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Loans and borrowings |
Current loans and borrowings
|
Group |
||
|
2025 |
2024 |
|
|
Hire purchase contracts |
|
|
Non-current loans and borrowings
|
Group |
||
|
2025 |
2024 |
|
|
Hire purchase contracts |
|
|
Hire purchase liabilities are secured against the related fixed assets.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
Preference Share of £1 each |
8,515,500 |
8,515,500 |
4,902,500 |
4,902,500 |
|
Ordinary A Share of £0.01 each |
2,834 |
28.34 |
2,834 |
28.34 |
|
Ordinary B Share of £0.01 each |
500 |
5.00 |
500 |
5.00 |
|
Ordinary C Share of £0.01 each |
2,833 |
28.33 |
2,833 |
28.33 |
|
Ordinary D Share of £0.01 each |
500 |
5.00 |
500 |
5.00 |
|
Ordinary E Share of £0.01 each |
2,833 |
28.33 |
2,833 |
28.33 |
|
Ordinary F Share of £0.01 each |
500 |
5.00 |
500 |
5.00 |
|
|
|
|
|
|
Shares allotted and redeemed
On 10 September 2025, 5,340,000 Preference Shares were issued at their nominal value of £1 per share. These are redeemable at the Group's discretion.
During the year 1,727,000 Preference Shares with a nominal value of £1 per share were redeemed for a consideration equal to their nominal value in accordance with the company's articles of association.
Rights, preferences and restrictions
The difference classes of Ordinary shares rank pari passu in all respects to voting and dividends, which are declared at the discretion of the board. These are non-redeemable shares. The preference shares have no voting rights or dividend rights attached to them.
On winding up, priority is first given to the Preference Shares up to the value of their subscription price. Second, any uplift in value or net proceeds of sale of any freehold or leasehold property is distributed to the Ordinary A and Ordinary B share holders. Lastly the balance of any remaining assets are distributed to the holders of the Ordinary Shares in proportion to their ownership.
|
Reserves |
Group and Company
Called up share capital
This represents the nominal value of the issued share capital of the company.
Capital redemption reserve
This reserve represents the nominal value of shares repurchased by the company.
Profit and loss account
This reserve includes all current and prior period retained profits and losses, net of dividends paid and other adjustments.
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Obligations under leases |
Group
Finance leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Related party transactions |
Group
Summary of transactions with key management
Key management personnel are considered to be the statutory directors and senior management directors. The total key management personnel compensation in the year was £659,330 (2024 - £541,320).
During the year the group was charged rent of £200,000 (2024 - £300,000) by a director of the company.
Summary of transactions with companies under common control of the directors
During the year the group made sales of £6,000 (2024 - £6,000) for consultancy services provided to companies under common control of the directors.
During the year, the group acquired a property worth £5,340,000 from an entity controlled by the directors and issued preference shares equal to the value as consideration.
At the balance sheet date the amount due from companies under common control was £600 (2024 - £1,200).
Woodco Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Financial instruments |
Group
Items of income, expense, gains or losses
|
2025 |
Income |
Expense |
|
Financial assets measured at amortised cost |
101,962 |
- |
|
Financial liabilities measured at amortised cost |
- |
12,711 |
|
101,962 |
12,711 |
|
2024 |
Income |
Expense |
|
Financial assets measured at amortised cost |
231,893 |
- |
|
Financial liabilities measured at amortised cost |
- |
7,162 |
|
231,893 |
7,162 |
The total interest income for financial assets not measured at fair value through profit or loss is £101,962 (2024 - £231,893). The total interest expense for financial liabilities not measured at fair value through profit or loss is £12,711 (2024 - £7,162).