The directors present the strategic report for the year ended 31 December 2025.
During the year, revenue increased by 8.3% (£5.0 million) to £65.9 million (2024: £60.9 million), reflecting continued demand for the Company's specialist furniture offering and the contribution from strategic investments made across the retail estate. Gross profit increased to £21.7 million (2024: £20.1 million).
Operating performance was impacted by a deliberate programme of investment in the Company's retail operations, systems, infrastructure and store estate. As a result, the Company reported an operating profit of £0.1 million compared with an operating profit of £0.8 million in the prior year.
These investments are intended to enhance the customer experience, strengthen operational capability and provide a scalable platform to support the Company's long-term growth objectives. The Directors remain confident that the benefits of these investments will support future performance and shareholder value growth.
During the year, the business continued to invest in its infrastructure through the modernisation of its retail and finance systems. This strategic investment supports the company's long-term growth objectives by improving operational efficiency, strengthening management information, and creating a robust platform capable of supporting increased transaction volumes and future expansion.
During the year, the Company relocated its Chester, Warrington and Ipswich stores, providing colleagues and customers with brighter, more modern and accessible environments. In addition, the Company expanded its retail footprint by opening its first concession store in partnership with Sterling Home in Tillicoultry, Scotland, representing an important milestone in the development of the business and creating a platform for future growth.
The business continues to invest in the development of new and innovative product ranges, including the rollout of the new Ercol collection and a number of exciting additions to the product pipeline. These developments further strengthen the Company's offering and demonstrate its commitment to meeting evolving customer needs through continued product innovation.
Liv Home, which opened in December 2024, completed its first full year of trading during the period. As a new retail concept focused on providing customers with high-quality furniture that balances comfort, functionality and modern styling, the store has performed exceptionally well. Its successful first year demonstrates the strength of the proposition and provides a solid foundation for future growth.
The Directors are pleased with the performance delivered during the year and remain optimistic about the Company's prospects for 2026 and beyond, supported by ongoing investment, product innovation and a strong market position.
Principal risks and uncertainties
The Company operates in a dynamic business environment and is exposed to a number of risks and uncertainties that could affect the achievement of its strategic objectives. The Board routinely monitors these risks and reviews the effectiveness of the controls and mitigating actions in place.
The principal risks currently facing the Company are set out below, together with the measures adopted to manage them. Other risks and uncertainties, which are either not currently known or are not presently considered material, may also have an impact on the Company's financial performance, position and future development.
Business strategy
The Company's ability to achieve its growth ambitions depends on successfully executing its strategic priorities in an evolving market environment. The Board regularly reviews business performance, market trends and future opportunities to ensure the Company remains well positioned to respond to changing customer needs and market conditions.
Strategic objectives are translated into operational plans across the business, with clear accountability assigned to management teams. Progress against key initiatives and performance measures is monitored throughout the year through regular management and Board reviews, enabling timely action to be taken where required.
A culture of shared ownership is promoted throughout the organisation, with colleague objectives and incentive arrangements aligned to the successful delivery of the Company's strategic goals. This helps ensure that decision-making and business activity remain focused on creating long-term sustainable growth.
Economic conditions
The Company continues to operate in a consumer environment influenced by broader economic uncertainty and pressure on household finances. As a retailer and manufacturer of higher-value products, demand can be affected by changes in consumer confidence and spending patterns.
However, the Company's specialist product offering, which focuses on improving comfort, mobility and wellbeing, differentiates it from the wider furniture market. Supported by long-standing relationships with Occupational Therapists and a strong reputation for quality and service, the Company believes it is well positioned to maintain demand and continue to attract customers seeking solutions to specific comfort and mobility needs.
Supply chain
The Company's performance is dependent upon maintaining a resilient supply chain capable of delivering high-quality products and services to customers in a timely and cost-effective manner. Disruption to supplier operations, logistics networks or input costs could adversely impact product availability, lead times and profitability.
The Company mitigates these risks through its close collaboration with suppliers, regular review of demand forecasts and ongoing monitoring of stock availability. The Company's vertically integrated operating model, including the procurement of products from fellow Group companies and the use of an in-house delivery network, provides greater control over product quality, service standards and operational performance.
Supplier relationships are regularly reviewed to ensure competitiveness, continuity of supply and adherence to quality standards. The Company also seeks to maintain appropriate inventory levels and flexible sourcing arrangements to minimise the impact of potential supply chain disruptions.
Key performance indicators used by the directors to monitor the company include the following:
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| 2025 | 2024 |
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| £000 | £000 |
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Sales |
| 65,936 | 60,902 |
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EBITDA |
| 1,307 | 1,758 |
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EBITDA Margin % | 2.0% | 2.9% | |
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EBITDA reconciliation |
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Operating profit | 116 | 787 | |
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Depreciation |
| 1,034 | 971 |
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Exceptional costs |
| 157 | - |
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EBITDA | 1,307 | 1,758 | |
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Other
In addition, the Directors use a range of financial and operational key performance indicators to monitor the Company's performance. These include footfall, order intake, profitability by channel and location, and customer satisfaction scores, all of which are reviewed regularly to support effective management of the business.
The Directors of High Seat Limited have acted throughout the year in a manner they consider, in good faith, most likely to promote the long-term success of the Company for the benefit of its shareholders as a whole, while having regard to the wider stakeholder considerations set out in section 172(1) of the Companies Act 2006.
In fulfilling their duties, the Directors seek to create sustainable long-term value through responsible decision-making, balancing the interests of the Company's stakeholders with its strategic objectives. Throughout the year, the Directors considered a range of factors, including:
the likely long-term consequences of decisions and investments;
the needs and expectations of customers;
the interests, wellbeing and development of colleagues;
the requirements of the Company's banking and funding partners;
maintaining strong relationships with suppliers and other business partners;
the impact of the Company's operations on the communities and environment in which it operates;
maintaining high standards of business conduct and corporate governance; and
acting fairly between the Company's shareholders.
In this regard, the directors discharge their duties as follows:
Risk management
The Directors recognise that effective risk management is essential to the delivery of the Company's strategic objectives and long-term success. The Company maintains an ongoing process for identifying, assessing and managing risks that could affect its operations, financial performance or future prospects.
Principal risks are reviewed regularly by the Board, with formal discussions taking place throughout the year as part of the Company's governance framework. This process is supported by input from management teams across the business and, where appropriate, external specialist advisers and market intelligence.
The principal risks and uncertainties currently facing the Company, together with the key actions taken to mitigate them, are outlined below.
Customers
The Directors recognise that delivering positive outcomes for customers is fundamental to the long-term success of the business. Customer considerations are embedded within key strategic and operational decisions, including those relating to product quality, service standards, accessibility and value for money.
The Company actively seeks customer feedback through surveys, independent review platforms and customer engagement activities. Insights from colleagues working directly with customers are also considered to support continuous improvement across the business.
Colleagues
The Directors are committed to fostering an inclusive, supportive and rewarding working environment in which colleagues are treated with fairness, respect and equality. The Company continues to review and enhance colleague pay, benefits and wellbeing initiatives to attract, retain and develop talented people.
Health, safety and wellbeing remain key priorities. The Company maintains a comprehensive framework of support, including a Group-wide Health and Safety Committee, trained Mental Health First Aiders, wellbeing resources and a confidential Employee Assistance Programme.
As a family-owned business, the Company places significant importance on its culture and values, recognising that engaged and motivated colleagues are critical to the successful delivery of its strategy and long-term growth.
Bank and funding partners
The Directors maintain regular engagement with the Company's banking partner when assessing strategic plans, investment opportunities and financing requirements. Financial resources and borrowing facilities are monitored to ensure adequate funding is available to support operations, future growth initiatives and unforeseen events.
The Company seeks to maintain open and transparent relationships with its funding partners through regular communication regarding trading performance, financial results and strategic developments.
Suppliers and business partners
The Company works closely with a carefully selected network of suppliers and service partners to ensure the delivery of high-quality products and services to customers.
Directors and senior management engage regularly with key suppliers and business partners to review performance, quality, innovation and commercial matters. These collaborative relationships help strengthen supply chain resilience, support operational efficiency and enable the Company to continue enhancing its customer proposition.
Society and the environment
The Company recognises the importance of operating responsibly and making a positive contribution to the communities in which it operates. Social responsibility considerations are integrated into decision-making across the business, supported through a range of local and national charitable initiatives and community partnerships.
During the year, the Company continued to advance its environmental and sustainability objectives, with a particular focus on reducing waste, improving resource efficiency and lowering its environmental impact. Key initiatives included further investment in the reuse of packaging materials and the installation of solar panels at the Leeds distribution centre to support renewable energy generation.
The Company also continued to work closely with charitable partners, including the Salvation Army and the British Heart Foundation, to extend the useful life of furniture products and reduce waste. These initiatives successfully diverted more than 1,000 tonnes of furniture from landfill during the year.
Business conduct and shareholders
The Directors are committed to maintaining high standards of business conduct, integrity and corporate governance, recognising that these are fundamental to the Company's long-term success.
The Company is wholly owned by High Seat Holdings Limited and the principal shareholders are represented on both the Company and Group Boards. This governance structure supports effective oversight of the business and enables shareholders to contribute to the consideration of key strategic matters.
Through regular Board meetings and detailed performance reporting, the Directors ensure that shareholders remain appropriately informed of the Company's performance, risks, opportunities and strategic priorities. This approach promotes effective decision-making and supports the sustainable long-term success of the business.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 12.
Ordinary dividends were paid to the company’s parent amounting to £nil (2024 - £1m). The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Azets Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The Company has taken the exemption available to subsidiary companies not to disclose information in respect of greenhouse gas emissions, energy consumption and energy efficiency action given this is disclosed in the consolidated financial statements of the ultimate parent company,
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 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;
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 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.
We have audited the financial statements of High Seat Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias;
Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accounting period.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
High Seat Limited is a private company limited by shares incorporated in England and Wales. The registered office is Units 1-3a Grange Road Industrial Estate, Grange Road, Batley, West Yorkshire, WF17 6LN.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of High Seat Holdings Limited. These consolidated financial statements are available from its registered office, Units 1-3a Grange Road Business Park, Grange Road, Batley, West Yorkshire, WF17 6LN.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Assets in the course of construction are not depreciated.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The stock provision has been calculated based on the estimated net realisable value of demonstration stock items. The directors have assumed that a consistent stock provision will be needed against all stock lines in all stores, based on the type of stock, and the historical stock write downs will remain consistent in future years.
The returns provision has been calculated based on historical levels of customer returns. The directors have assumed that the future level of returns will continue to be consistent with historical levels.
FY25 results includes intercompany recharges in respect of shared central services and overheads. This decreases expenses in the year by £736k.
The estimate is based on the useful life of the asset and how long it will be used to realise future economic benefits.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024 - 6).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Included within cash at bank is £1.5m (2024 - £1.5m) of restricted cash. Restricted cash represents amounts held as security by financial institutions which is not accessible on demand by the company.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Deferred tax is not recognised in respect of tax losses of £2,385,136 (2024 - £3,509,252) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits. Had this not been the case a deferred tax asset of £596,284 (2024 - £809,466) would have been recognised when calculated at the estimated future rate of 25% (2024 - 25%).
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Unpaid pension contributions at the year end were £17,467 (2024 - 16,190).
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The company has taken advantage of the disclosure exemptions of Section 33.1A of FRS 102 which permit it to not present details of its transactions with members of the group headed by High Seat Holdings Limited where relevant group companies are all wholly owned. Details of outstanding balances as at the year end are given in notes 13 and 15.
During the year the company paid rent of £60,850 (2024 - £60,850) to P Burrows, a relative of Mr W J Burrows, a director.
The smallest and largest group in which the results of the company are consolidated is that headed by High Seat Holdings Limited, incorporated in England and Wales. The consolidated accounts of this company are available to the public and may be obtained from its registered office. No other group accounts include the results of the company.