REGISTERED NUMBER: 01420396 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

BRITISH HARLEQUIN PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Income Statement

11

Other Comprehensive Income

12

Balance Sheet

13

Statement of Changes in Equity

14

Cash Flow Statement

15

Notes to the Cash Flow Statement

16

Notes to the Financial Statements

18

DIRECTORS:

P M Lienhard

P D M Puech

SECRETARY:

P M Lienhard

REGISTERED OFFICE:

Festival House

Chapman Way

Tunbridge Wells

Kent

TN2 3EF

REGISTERED NUMBER:

01420396 (England and Wales)

SENIOR STATUTORY AUDITOR:

Peter Smith

AUDITORS:

Constantin

200 Aldersgate Street

London

EC1A 4HD

BANKERS:

Barclays Bank plc

80 High Street

Sevenoaks

Kent

TN13 1LR

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

REVIEW OF BUSINESS

Harlequin is the world leader in advanced technology floors for the performing arts.

Established in the UK over 40 years ago, Harlequin is the performance floor of choice for the world's most prestigious dance and performing arts companies, theatres, venues and schools, production companies and global events.

Harlequin's reputation is founded on the design, manufacture, supply and installation of a range of high quality portable and permanent sprung and vinyl floors, wooden dance surfaces and essential equipment for dance studios and performance spaces. Specified by the world's leading venues - from the Royal Opera House to the New York City Ballet, the Paris Opera Ballet to the Royal New Zealand Ballet.

Harlequin is the global leader in its field with offices in Europe, the Americas and Asia Pacific.

Business Strategy

Harlequin has continued to follow a growth strategy to build on its current market position. The key elements of this strategy are:

i)

Unification - One of Harlequin's strengths is its global reach and capability. By increasing standardisation and applying best practice across the group, it will improve financial performance.

ii)

Investment for growth - Targeting sales and marketing investment into those areas that offer greatest potential for growth.

iii)

Driving innovation by building on what we know - Innovation is critical from a brand perspective and Harlequin will maintain a healthy product development programme.

iv)

Environment, Social and Governance (ESG) - We continually monitor the environmental impact of our manufacturing processes and operations and ensure that every department works together to plan, measure and improve our social and environmental performance.

v)

Maintaining exceptional levels of service - The exceptional level of service Harlequin provides to its customers is a core brand value.

vi)

Investing in people - Harlequin's growth plan will be delivered through having the best people, motivated to deliver on strategic objectives. Harlequin continually reviews compensation and conditions to ensure and protect workforce wellbeing and has benefitted from a low staff turnover.

Innovation Update

Product development within the areas of our expertise continued in 2025 with ongoing development of Liberty Switch and completion of our fourth commercial installation. We can now count on the support of our new shareholders to develop new products. Gerflor has a dedicated research centre in France and we can benefit from their knowledge, processes and human support.

PRINCIPAL RISKS AND UNCERTAINTIES

It is the directors' duty to focus on the principal risks confronting the business such as those relating to commercial risk, staff resource, liquidity, operations, ESG, regulatory risk and business continuity. The material risks and responses currently being managed are:

Commercial Risk

The directors remain informed of the competitive landscape by membership of key trade associations, attendance at relevant trade fairs and our close working relationships with key customers. Competitor activity is continually monitored and short and long-term responses managed through senior management forums and the business strategy as appropriate.

Sustainability

Sustainability is part of Harlequin's business strategy with the aim of implementing initiatives to help reduce carbon emissions and reach net zero.

The directors are aware of the importance of the company to measure and improve its sustainability credentials wherever possible. The company engages in responsible product sourcing that combines customers' preference for quality with care for the environment, carefully selecting suppliers who reflect appropriate environmental and social concerns.

Harlequin is committed to sustainable development and our corporate responsibility in this area forms a fundamental part of our business strategy. We believe that sustainability is a team effort across the entire company, driven and supported by our board of Directors.

The company continually monitors the environmental impact of manufacturing processes and operations and ensures that every department works together to plan, measure and improve social and environmental performance. This plan is reviewed annually to demonstrate ongoing commitment to reduce carbon emissions and to improve overall sustainability.

Working Practices:

-

Harlequin has an ongoing commitment to reduce its carbon footprint by various initiatives from optimising fleet emissions by replacing fossil fuel powered cars with electric or hybrid cars, including the installation of on-site electric vehicle chargers to moving to the use of LED lighting in the working environment.

-

Harlequin works closely with partners, customers and suppliers to ensure that sustainable practices, products and services are developed.

-

The company provides business-wide training, advice and information to all team members to encourage the development of new environmental initiatives within the workplace.

-

All departments commit to reduce unnecessary waste by re-use and recycling.

-

Harlequin continually reviews and, where possible, implements more energy efficient processes in its own production and those of suppliers.

Polymeric and timber-based flooring:

-

All Harlequin vinyl flooring products achieve the highest BRE Green Guide rating of A+. All raw materials used in the manufacture of Harlequin vinyl flooring are REACH compliant (Registration, Evaluation, Authorisation and Restriction of Chemicals).

-

All Harlequin vinyl flooring products have been tested for volatile organic compounds, achieving Intertek's Clean Air Gold Certification for emissions and complying with both BREEAM (Building Research Establishment Environmental Assessment Method) and LEED (Leadership in Energy and Environmental Design) requirements for good indoor air quality, recycled content and end of life recycling.

-

Harlequin vinyl floorings contain between 23% to 30% of post manufacture recycled content.

-

Harlequin conforms to the recommendations of Vinyl Plus, the European PVC industry's commitment to sustainable development.

-

All timber used by Harlequin is responsibly sourced from sustainable well managed forests that are either FSC or PEFC certified.

-

Harlequin has demonstrated its commitment to sustainability by gaining FSC 'Chain of Custody' certification.

Harlequin Initiatives

-

Optimising fleet emissions replacing fossil fuel drive cars by electric /hybrid cars.

-

Installation of onsite EV chargers with a projected annual reduction of 26.8 tonnes of CO2e.

-

Customer installation projects, 92% of the waste generated is recycled converting into sustainable biomass to generate energy.

-

Harlequin is engaging with customers in their Sustainability 'Theatre Green Book' Workshop with the aim of reducing Scope 3 emissions, whilst identifying Harlequins carbon footprint setting targets for reduction.

-

Harlequin is, where possible, adopting the guiding principles of the 17 UN Sustainable Development Goals.

-

Harlequin is currently working to develop products that can be loose laid without the need for tape or adhesive. This would enable products to be re-used or recycled far more easily than if taped or adhered to a surface.

Liquidity and business continuity risk

The company seeks to mitigate any liquidity risk by maintaining sufficient levels of funds within the business to meet its forecast working capital requirements. The company policy has consistently been to build up reserves to enable it to manage such risks. These risks are managed by management on a regular basis with reference to trading and cashflow forecasts. The group has developed appropriate, reliable IT systems to manage financial performance, stock control and its business services to customers.

BUSINESS PERFORMANCE

Overall, the business performance in 2025 was acceptable. There was an increase in the Distributor and Flooring Contractor industry where large projects were implemented. The installation part of the business has grown and so the gross margin percentage made on it thanks to a better cost control. On the other hand, the delivery times have increased, due to costs of dedicated trucks. The Directors are confident that next year will show results in line with actual positive trends.

ON BEHALF OF THE BOARD:

P D M Puech - Director

30 September 2026

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

PRINCIPAL ACTIVITIES

The principal activities of the company in the year under review were those of dealing in goods and services connected with education, the theatre and entertainment industry.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

P M Lienhard

P D M Puech

Other changes in directors holding office are as follows:

G F W Dagger ceased to be a director on 3 August 2026.

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). 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 accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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.

AUDITORS

The auditors, Constantin, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P D M Puech - Director

30 September 2026

Opinion

In our opinion the financial statements of British Harlequin PLC (the 'company'):

-

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

-

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and

-

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

We have audited the financial statements which comprise:

-

the statement of comprehensive income;

-

the balance sheet;

-

the statement of changes in equity;

-

the cash flow statement;

-

the related notes 1 to 28, which include the statement of 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

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's 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 Financial Reporting Council's (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 other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon.

The directors are responsible for the other information contained within the annual report. 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.

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 course of 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.

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.

Matters on which we are required to report by exception

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 five, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.

We obtained an understanding of the legal and regulatory frameworks that the company 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. These included the UK Companies Act, tax legislation; and

-

do not have a direct effect on the financial statements but compliance with which may be fundamental

to the company'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.

As a result of performing the above, we have identified the greatest potential for the following area, and our procedures performed to address it ae described below:

-

cut-off of turnover due to varying timing of transfer of risks and rewards of the revenue transactions

We addressed this risk by performing the following procedures:

-

obtaining an understanding of management's processes and controls in relation to ensuring the correct recognition of revenue. This includes performing the design and implementation of relevant controls.

-

performed analytical procedures to identify any unusual relationships that may indicate an error in the revenue recognition for the year.

-

selecting a sample of revenue transactions before and after the year end and verifying that the services had been concluded in order to ensure that the performance obligations were satisfied.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making 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 misstatement due to fraud;

-

enquiring of management concerning actual and potential litigation and claims, and instances of

non-compliance with laws and regulations; and

-

reading minutes of meetings of those charged with governance.

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.

Peter Smith (Senior Statutory Auditor)

for and on behalf of Constantin

200 Aldersgate Street

London

EC1A 4HD

30 September 2026

TURNOVER

3

6,028,161

6,031,015

Cost of sales

3,961,649

4,195,774

GROSS PROFIT

2,066,512

1,835,241

Administrative expenses

6,556,803

3,894,910

(4,490,291

)

(2,059,669

)

Other operating income

4

2,521,142

2,201,948

OPERATING (LOSS)/PROFIT

6

(1,969,149

)

142,279

Interest receivable and similar income

1,691

2,219

(1,967,458

)

144,498

Amounts written off investments

7

114,407

-

(2,081,865

)

144,498

Interest payable and similar expenses

8

69,839

125,915

(LOSS)/PROFIT BEFORE TAXATION

(2,151,704

)

18,583

Tax on (loss)/profit

9

(4,588

)

(66,119

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(2,147,116

)

84,702

(LOSS)/PROFIT FOR THE YEAR

(2,147,116

)

84,702

OTHER COMPREHENSIVE INCOME

Revaluation of freehold property

-

(1,337,879

)

Profit and loss prior year adjustment

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(1,337,879

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,147,116

)

(1,253,177

)

Note

Prior year adjustment

11

24,306

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(2,122,810

)

FIXED ASSETS

Intangible assets

12

10,552

15,365

Tangible assets

13

258,809

333,137

Investments

14

1,510,740

1,625,147

1,780,101

1,973,649

CURRENT ASSETS

Stocks

15

1,127,298

972,637

Debtors

16

2,142,794

5,466,160

Cash at bank and in hand

725,939

494,257

3,996,031

6,933,054

CREDITORS

Amounts falling due within one year

17

1,257,286

1,366,723

NET CURRENT ASSETS

2,738,745

5,566,331

TOTAL ASSETS LESS CURRENT LIABILITIES

4,518,846

7,539,980

CREDITORS

Amounts falling due after more than one year

18

(1,419,192

)

(2,261,899

)

PROVISIONS FOR LIABILITIES

21

(40,571

)

(71,882

)

NET ASSETS

3,059,083

5,206,199

CAPITAL AND RESERVES

Called up share capital

22

50,000

50,000

Retained earnings

23

3,009,083

5,156,199

SHAREHOLDERS' FUNDS

3,059,083

5,206,199

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2026 and were signed on its behalf by:

P D M Puech - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

50,000

6,546,778

1,337,879

7,934,657

Changes in equity

Dividends

-

(1,475,281

)

-

(1,475,281

)

Total comprehensive income

-

60,396

(1,337,879

)

(1,277,483

)

Balance at 31 December 2024

50,000

5,131,893

-

5,181,893

Prior year adjustment

-

24,306

-

24,306

As restated

50,000

5,156,199

-

5,206,199

Changes in equity

Total comprehensive income

-

(2,147,116

)

-

(2,147,116

)

Balance at 31 December 2025

50,000

3,009,083

-

3,059,083

Cash flows from operating activities

Cash generated from operations

1

1,304,262

(415,604

)

Interest paid

(63,155

)

(103,079

)

Interest element of finance lease payments paid

(6,684

)

(9,727

)

Tax paid

6,897

22,327

Net cash from operating activities

1,241,320

(506,083

)

Cash flows from investing activities

Purchase of tangible fixed assets

(35,992

)

(32,055

)

Purchase of fixed asset investments

-

(100

)

Sale of tangible fixed assets

3,310

1,132,082

Interest received

1,691

2,219

Net cash from investing activities

(30,991

)

1,102,146

Cash flows from financing activities

New loans in year

-

2,125,984

Loan repayments in year

(948,052

)

(1,308,885

)

Capital repayments in year

(30,595

)

(201,680

)

Amount withdrawn by directors

-

7,649

Equity dividends paid

-

(1,475,281

)

Net cash from financing activities

(978,647

)

(852,213

)

Increase/(decrease) in cash and cash equivalents

231,682

(256,150

)

Cash and cash equivalents at beginning of year

2

494,257

750,407

Cash and cash equivalents at end of year

2

725,939

494,257

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31/12/25

31/12/24

as

restated

£

£

(Loss)/profit before taxation

(2,151,704

)

18,583

Depreciation charges

111,848

160,127

Profit on disposal of fixed assets

(24

)

(13,739

)

Impairment of assets

114,407

-

Finance costs

69,839

125,915

Finance income

(1,691

)

(2,219

)

(1,857,325

)

288,667

(Increase)/decrease in stocks

(154,661

)

190,229

Decrease in trade and other debtors

3,323,366

500,098

Decrease in trade and other creditors

(7,118

)

(1,394,598

)

Cash generated from operations

1,304,262

(415,604

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

725,939

494,257

Year ended 31 December 2024

31/12/24

1/1/24

as restated

£

£

Cash and cash equivalents

494,257

750,407

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank and in hand

494,257

231,682

725,939

494,257

231,682

725,939

Debt

Finance leases

(118,654

)

30,595

(88,059

)

Debts falling due within 1 year

(326,873

)

168,121

(158,752

)

Debts falling due after 1 year

(2,173,409

)

779,931

(1,393,478

)

(2,618,936

)

978,647

(1,640,289

)

Total

(2,124,679

)

1,210,329

(914,350

)

4.	MAJOR NON-CASH TRANSACTIONS

The Directors consider that there was no likelihood of a significant element of the intercompany trade debt and loans being paid and therefore have made a provision for bad debts amounting to £2,611,471.