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REGISTERED NUMBER: 06022429 (England and Wales)
















































Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

Tileflair Group Limited

Tileflair Group Limited (Registered number: 06022429)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Statement of Profit or Loss and Other
Comprehensive Income

9

Consolidated Statement of Financial Position 10

Company Statement of Financial Position 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Statement of Cash Flows 15

Notes to the Consolidated Statement of Cash Flows 16

Notes to the Consolidated Financial Statements 17

Reconciliation of Equity 30

Reconciliation of Loss 32


Tileflair Group Limited

Company Information
for the Year Ended 31 December 2025







DIRECTORS: C Cakir Suna
A D Kizilkaya





REGISTERED OFFICE: Tileflair Ltd
Highwood Lane
Cribbs Causeway
Bristol
BS34 5TQ





REGISTERED NUMBER: 06022429 (England and Wales)





AUDITORS: Mander Duffill
Chartered Accountants & Statutory Auditor
The Old Post Office
41-43 Market Place
Chippenham
Wiltshire
SN15 3HR

Tileflair Group Limited (Registered number: 06022429)

Group Strategic Report
for the Year Ended 31 December 2025

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

During the year the group prepared its financial statements under International Financial Reporting Standards (IFRS) for the first time. The transition date was 1 January 2025. The adoption of IFRS has resulted in changes to the recognition and measurement of certain assets, liabilities, income and expenses, most notably in relation to leases where operating leases are now classed as right of use assets.

THE START OF A NEW CHAPTER
2025 was a year of transformation for the Group. On 19 June 2025, the entire share capital of Tileflair Group Limited was acquired by QUA Granite Hayal Yapi ve Ürünleri Sanayi Ticaret A.S.

This combination brings together two complementary strengths: Tileflair's experienced team, its long-standing retail expertise, established brand and store network in the UK market; and QUA Granite's large-scale manufacturing capability, product development expertise and sourcing strength. Throughout the transition, our priority has been to maintain business continuity for our customers, suppliers and colleagues, while progressively integrating the resources made available through the new ownership.

2025 PERFORMANCE
Group revenue for 2025 was £10.9 million, broadly in line with the prior year's £11.1 million. Gross profit was £2.76 million, EBITDA was £510k and the loss before tax was £753k.

The directors consider that these results should be viewed in the context of the change of ownership and the Group's first-time adoption of IFRS. Under IFRS 16, leases have been brought onto the balance sheet, with right-of-use assets of approximately £3.4 million and lease liabilities of £3.34 million reported at the year end. This change limits the direct comparability of certain line items with the prior year.

During the year, a historical intra-group balance of approximately £6.6 million was settled by way of an accounting adjustment and an intra-group dividend. The majority of the reduction in equity arises from this transaction and does not reflect the Group's trading performance. The Group continues to report a positive equity position at the year end.

STRATEGIC PRIORITIES
Cost advantage through manufacturing strength. At the core of our strategy is bringing QUA Granite's manufacturing strength into Tileflair's product range. Sourcing directly from the manufacturer is expected to deliver a significant reduction in purchasing costs, higher gross margins, tighter quality control and greater security of supply. Early indicators from the first half of 2026 support this, with the unit stock cost of QUA products at approximately half the Group average and their gross margin significantly above the average. Together with Bien-sourced products, which form part of our sourcing strategy, we aim to increase the share of these products in sales progressively, subject to commercial performance.

Digital growth. The website has become the Group's highest-margin sales channel. Investment in digital marketing and online infrastructure will continue to be treated as a measurable driver of growth.

Investment capacity. The Group aims to benefit from the Turquality support programme in respect of eligible store, marketing, digitalisation and systems expenditure. These contributions are expected to support investment capacity mainly from 2027 onwards, and short-term cash planning does not rely on them.

Operational efficiency and diversification. We are assessing synergies in joint purchasing, data sharing, ERP and logistics, alongside complementary growth areas such as outdoor products, natural stone and commercial/architectural channels.

PRINCIPAL RISKS AND UNCERTAINTIES
The Group remains exposed to price risk, credit risk, liquidity risk and cash flow risk. Management monitors these risks closely through weekly cash flow tracking, working capital and inventory management, collection discipline and cost control.


Tileflair Group Limited (Registered number: 06022429)

Group Strategic Report
for the Year Ended 31 December 2025

GOING CONCERN
By way of a letter of support dated 6 May 2026, QUA Granite has confirmed that it will provide financial support to Tileflair Limited, to enable it to meet its liabilities as they fall due, for a period of at least 12 months from the date of approval of the financial statements, and that it will notify the company should it intend to withdraw this support.

OUTLOOK
The directors view the period ahead as one of transformation in which Tileflair's commercial and financial structure is being reshaped. We believe that combining Tileflair's retail experience with QUA Granite's manufacturing strength will, over time, create a more efficient, higher-margin business with a stronger capacity to generate its own cash.

ON BEHALF OF THE BOARD:





C Cakir Suna - Director


30 September 2026

Tileflair Group Limited (Registered number: 06022429)

Report of the Directors
for the Year Ended 31 December 2025

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

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of retail and distribution of wall and floor tiles and associated products.

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

DIRECTORS
The directors who have held office during the period from 1 January 2025 to the date of this report are as follows:

P J Broadhurst - resigned 19 June 2025
Mrs L R Broadhurst - resigned 19 June 2025
D A Brown - resigned 19 June 2025
M T L Johnson - resigned 27 October 2025
C Cakir Suna - appointed 19 June 2025
A D Kizilkaya - appointed 19 June 2025

FINANCIAL INSTRUMENTS
The group has procedures to identify risk, protect and manage the group from events that may hinder its financial performance objectives. The objectives aim to limit counterparty exposure, ensure sufficient working capital exists and monitor risk and manage it at a business unit level. The group does not consider it necessary to employ derivatives such as forward currency contracts to manage risk based on the groups current activities.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group 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 UK-adopted international accounting standards. 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 the group 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 then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Tileflair Group Limited (Registered number: 06022429)

Report of the Directors
for the Year Ended 31 December 2025


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

ON BEHALF OF THE BOARD:





C Cakir Suna - Director


30 September 2026

Report of the Independent Auditors to the Members of
Tileflair Group Limited

Opinion
We have audited the financial statements of Tileflair Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion:
-the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;
-the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;
-the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and
-the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

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

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

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

Report of the Independent Auditors to the Members of
Tileflair Group Limited


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

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept 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 four, 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 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.

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:

In planning and designing our audit tests, we identify and assess the risks of material mis-statements, whether due to fraud or error. Our risk assessment procedures included:

- Enquiries of management about the entities policies and procedures on compliance with laws and regulations and whether they were aware of any instances of noncompliance together with the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
- Enquiries of management about the entities policies and procedures on fraud risks, including any actual, suspected or alleged fraud.
- Considered the nature of the industry and sector, control environment and business performance including the key drivers for directors' remuneration, bonus levels and performance targets.
- Reading minutes of meetings of those charged with governance.

We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Report of the Independent Auditors to the Members of
Tileflair Group Limited


We obtained an understanding of the legal and regulatory frameworks that the entity operates in, through discussions with the director, and from our commercial knowledge and experience of the sector in which the company operates, to enable us to identify the key laws and regulations applicable to the company. We focused on specific laws and regulations which we considered may have a direct material effect on the financial statement or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. 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 including the following:

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
- Enquiry of management concerning actual and potential litigation and claims.
- Reviewing correspondence with HMRC, and the company's legal advisors.
- Addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether judgements made in making accounting estimates are indicative of a potential bias, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

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.




Julian Duffill FCA (Senior Statutory Auditor)
for and on behalf of Mander Duffill
Chartered Accountants & Statutory Auditor
The Old Post Office
41-43 Market Place
Chippenham
Wiltshire
SN15 3HR

30 September 2026

Tileflair Group Limited (Registered number: 06022429)

Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   

CONTINUING OPERATIONS
Revenue 10,905,714 11,083,696

Cost of sales (8,149,801 ) (7,991,394 )
GROSS PROFIT 2,755,913 3,092,302

Other operating income 283,679 59,420
Administrative expenses (3,485,507 ) (3,777,467 )
OPERATING LOSS (445,915 ) (625,745 )

Finance costs 4 (311,553 ) (31,555 )

Finance income 4 4,779 6,528
LOSS BEFORE INCOME TAX 5 (752,689 ) (650,772 )

Income tax 7 192,177 96,086
LOSS FOR THE YEAR (560,512 ) (554,686 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(560,512

)

(554,686

)

Loss attributable to:
Owners of the parent (560,512 ) (554,686 )

Total comprehensive income attributable to:
Owners of the parent (560,512 ) (554,686 )

Tileflair Group Limited (Registered number: 06022429)

Consolidated Statement of Financial Position
31 December 2025

31.12.25 31.12.24
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Goodwill 9 231,420 463,187
Owned
Property, plant and equipment 10 261,496 295,799
Investment property 11 - 300,000
Right-of-use
Property, plant and equipment 10, 20 3,404,576 -
Investments 12 - 840
Deferred tax 21 148,739 79,832
4,046,231 1,139,658
CURRENT ASSETS
Inventories 13 1,177,537 1,121,373
Trade and other receivables 14 943,445 881,058
Tax receivable - 16,104
Cash and cash equivalents 15 202,757 437,205
2,323,739 2,455,740
TOTAL ASSETS 6,369,970 3,595,398
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 16 320,000 320,000
Revaluation reserve 17 - 207,384
Capital redemption reserve 17 11,904 11,904
Retained earnings 17 826,040 991,299
TOTAL EQUITY 1,157,944 1,530,587
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Lease liabilities 19, 20 2,714,745 360,788
Deferred tax 21 61,378 108,470
2,776,123 469,258
CURRENT LIABILITIES
Trade and other payables 18 1,806,104 1,540,963
Financial liabilities - borrowings
Lease liabilities 19, 20 629,799 54,590
2,435,903 1,595,553
TOTAL LIABILITIES 5,212,026 2,064,811
TOTAL EQUITY AND LIABILITIES 6,369,970 3,595,398


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:


Tileflair Group Limited (Registered number: 06022429)

Consolidated Statement of Financial Position - continued
31 December 2025





C Cakir Suna - Director


Tileflair Group Limited (Registered number: 06022429)

Company Statement of Financial Position
31 December 2025

31.12.25 31.12.24
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Goodwill 9 - -
Owned
Property, plant and equipment 10 - -
Investment property 11 - -
Right-of-use
Investments 12 926,460 7,688,518
926,460 7,688,518
CURRENT ASSETS
Trade and other receivables 14 9 9
Cash and cash equivalents 15 52 52
61 61
TOTAL ASSETS 926,521 7,688,579
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 16 320,000 320,000
Retained earnings 17 606,521 766,730
TOTAL EQUITY 926,521 1,086,730
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 18 - 6,601,849
TOTAL LIABILITIES - 6,601,849
TOTAL EQUITY AND LIABILITIES 926,521 7,688,579


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:





C Cakir Suna - Director


Tileflair Group Limited (Registered number: 06022429)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up Capital
share Retained Revaluation redemption Total
capital earnings reserve reserve equity
£    £    £    £    £   
Balance at 1 January 2024 320,000 1,270,910 482,459 11,904 2,085,273

Changes in equity
Total comprehensive income - (279,611 ) (275,075 ) - (554,686 )
Balance at 31 December 2024 320,000 991,299 207,384 11,904 1,530,587

Changes in equity
Total comprehensive income - (353,128 ) (207,384 ) - (560,512 )
IFRS transition - 187,869 - - 187,869
Balance at 31 December 2025 320,000 826,040 - 11,904 1,157,944

Tileflair Group Limited (Registered number: 06022429)

Company Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2024 320,000 766,730 1,086,730

Changes in equity
Balance at 31 December 2024 320,000 766,730 1,086,730

Changes in equity
Total comprehensive income - (160,209 ) (160,209 )
Balance at 31 December 2025 320,000 606,521 926,521

Tileflair Group Limited (Registered number: 06022429)

Consolidated Statement of Cash Flows
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 935,207 (281,792 )
Interest paid (9,798 ) (31,555 )
Finance costs paid (301,755 ) -
Tax paid 92,282 (16,104 )
Net cash from operating activities 715,936 (329,451 )

Cash flows from investing activities
Purchase of tangible fixed assets (82,309 ) (16,204 )
Sale of tangible fixed assets 2,900 502,000
Sale of fixed asset investments 840 -
Sale of investment property 475,000 -
Interest received 4,779 6,528
Net cash from investing activities 401,210 492,324

Cash flows from financing activities
Loan repayments in year (220,878 ) (236,874 )
Group loan provided (257,356 ) -
Payment of lease liabilities (40,604 ) (29,665 )
Lease payments right of use assets (832,756 ) -
Net cash from financing activities (1,351,594 ) (266,539 )

Decrease in cash and cash equivalents (234,448 ) (103,666 )
Cash and cash equivalents at
beginning of year

2

437,205

540,871

Cash and cash equivalents at end of
year

2

202,757

437,205

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Statement of Cash Flows
for the Year Ended 31 December 2025

1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS

31.12.25 31.12.24
£    £   
Loss before income tax (752,689 ) (650,772 )
Depreciation charges 1,154,582 344,195
(Profit)/loss on disposal of fixed assets (177,406 ) 12,899
Finance costs 311,553 31,555
Finance income (4,779 ) (6,528 )
531,261 (268,651 )
(Increase)/decrease in inventories (56,164 ) 191,694
Decrease/(increase) in trade and other receivables 194,969 (18,374 )
Increase/(decrease) in trade and other payables 265,141 (186,461 )
Cash generated from operations 935,207 (281,792 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 202,757 437,205
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 437,205 540,871

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2025


1. STATUTORY INFORMATION

Tileflair Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Going concern
The directors have reviewed projections for the next twelve months and consider the group to be able to continue as a going concern. The company has performed well during the year and the directors believe the group is well placed to perform well in 2027.

Based upon the information available to the directors at the date of approval of the financial statements, the directors consider it appropriate to continue to adopt the going concern basis in preparing these financial statements and that the group has adequate resources to continue to trade for the foreseeable future being twelve months from approval of these financial statements.

Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.

A subsidiary is an entity controlled by the group. 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 profit or loss account from the effective date of acquisition or up to the effective date of disposals, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in 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 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.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

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 interest 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.

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

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 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, 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.

Having given due consideration to estimates and assumptions that form part of the carrying amounts of assets and liabilities within the financial statements, the directors are of the opinion that significant judgements relate to the valuation of the investment property, valuation of stock and recoverability of debtors.

Furthermore, the directors believe that lease dilapidations are an area of judgement significant to the financial statements, but do not consider the potential effect material.

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Property, plant and equipment
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold - Right of use-Over the term of the lease
Leasehold land and buildings-Over the term of the lease
Leasehold improvements-20% - 33% straight line
Furniture, fixtures and fittings-20% - 30% straight line
Computer equipment-25% - 50% straight line
Motor vehicles-30% straight line
Commercial vehicles-20% straight line

Tangible assets are stated in the balance sheet at cost or valuation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Tangible assets held at valuation are revalued with sufficient regularity such that the carrying amount does not differ materially for that which would be determined using fair values at the balance sheet date.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

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.

Debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. 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 receivables.

Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to sell. Cost is determined using the average cost (AVCO) method using standard cost.

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 and loss.

Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 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 subsequently measured at amortised cost using the effective interest method.

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.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

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

Current or deferred taxation assets and liabilities are not discounted.

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

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Leases
Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Employee benefit costs
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the income statement in the period to which they relate.

Finance income and costs
Interest income and expenses are recognised using the effective interest rate method.

3. EMPLOYEES AND DIRECTORS
31.12.25 31.12.24
£    £   
Wages and salaries 2,300,883 2,312,791
Social security costs 290,951 238,058
Other pension costs 119,327 120,808
2,711,161 2,671,657

The average number of employees during the year was as follows:
31.12.25 31.12.24

Sales, admin and support 70 70
Directors 4 4
74 74

31.12.25 31.12.24
£    £   
Directors' remuneration 109,344 164,675
Directors' pension contributions to money purchase schemes 37,001 57,743

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

4. NET FINANCE COSTS
31.12.25 31.12.24
£    £   
Finance income:
Interest received 4,779 6,528

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

4. NET FINANCE COSTS - continued
31.12.25 31.12.24
£    £   
Finance costs:
Bank interest 9,798 31,555
Interest expense leases 301,755 -
311,553 31,555

Net finance costs 306,774 25,027

5. LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging/(crediting):
31.12.25 31.12.24
£    £   
Cost of inventories recognised as expense 8,149,801 7,991,394
Depreciation - owned assets 116,118 112,428
Depreciation - assets on hire purchase contracts 806,697 -
(Profit)/loss on disposal of fixed assets (177,406 ) 12,899
Foreign exchange differences (20,915 ) (42,960 )
Operating lease expense - 1,061,577

6. AUDITORS' REMUNERATION
31.12.25 31.12.24
£    £   
Fees payable to the company's auditors for the audit of the
company's financial statements

23,504

13,000
Auditors' remuneration for non audit work - 3,409

7. INCOME TAX

Analysis of tax income
31.12.25 31.12.24
£    £   
Current tax:
Tax (76,178 ) (16,104 )

Deferred tax (115,999 ) (79,982 )
Total tax income in consolidated statement of profit or loss and other
comprehensive income

(192,177

)

(96,086

)

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

7. INCOME TAX - continued

Factors affecting the tax expense
The tax assessed for the year is lower (2024 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25 31.12.24
£    £   
Loss before income tax (752,689 ) (650,772 )
Loss multiplied by the standard rate of corporation tax in the UK of
25 % (2024 - 25 %)

(188,172

)

(162,693

)

Effects of:
Other tax effects from rec between accounting profit and tax expense (income)
59,236

61,814

Adjustments in respect of previous periods - (16,104 )
Utilisation of tax losses - 14,507
Other adjustments 12,937 6,390
Tax contribution received (76,178 ) -
Tax income (192,177 ) (96,086 )

8. LOSS OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was £(160,209) (2024 - £0 profit).


9. GOODWILL

Group
£   
COST
At 1 January 2025
and 31 December 2025 4,634,344
AMORTISATION
At 1 January 2025 4,171,157
Charge for year 231,767
At 31 December 2025 4,402,924
NET BOOK VALUE
At 31 December 2025 231,420
At 31 December 2024 463,187

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

10. PROPERTY, PLANT AND EQUIPMENT

Group
Furniture,
fixtures
Short Long and Motor
leasehold leasehold fittings vehicles Totals
£    £    £    £    £   
COST
At 1 January 2025 4,211,273 855,241 2,145,540 366,573 7,578,627
Additions - 67,065 15,244 - 82,309
Disposals - - - (16,796 ) (16,796 )
At 31 December 2025 4,211,273 922,306 2,160,784 349,777 7,644,140
DEPRECIATION
At 1 January 2025 - 855,241 2,014,106 202,208 3,071,555
Charge for year 806,697 4,471 59,055 52,592 922,815
Eliminated on disposal - - - (16,302 ) (16,302 )
At 31 December 2025 806,697 859,712 2,073,161 238,498 3,978,068
NET BOOK VALUE
At 31 December 2025 3,404,576 62,594 87,623 111,279 3,666,072
At 31 December 2024 4,211,273 - 131,434 164,365 4,507,072

11. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 January 2025 300,000
Disposals (300,000 )
At 31 December 2025 -
NET BOOK VALUE
At 31 December 2025 -
At 31 December 2024 300,000

The freehold investment property held is included at fair value adjusted for the professional valuation carried out by ETP Property Consultants LLP. The valuation was carried out by qualified Royal Institute of Chartered Surveyors valuers. The valuation of the investment property has been deemed to be £300,000 per the professional valuation.

The investment property has been pledged as security for the bank loan held during the year.

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

Group

12. INVESTMENTS

Group
Unlisted
investments
£   
COST
At 1 January 2025 840
Disposals (840 )
At 31 December 2025 -
NET BOOK VALUE
At 31 December 2025 -
At 31 December 2024 840
Company
Shares in
group
undertakings
£   
COST
At 1 January 2025 7,688,518
Impairments (6,762,058 )
At 31 December 2025 926,460
NET BOOK VALUE
At 31 December 2025 926,460
At 31 December 2024 7,688,518

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Tileflair Tiles Limited
Registered office: Highwood Lane, Cribbs Causeway, Bristol, BS34 5TQ, England
Nature of business: Non-trading
%
Class of shares: holding
Ordinary 100.00

Tileflair Limited
Registered office: Highwood Lane, Cribbs Causeway, Bristol, BS34 5TQ, England
Nature of business: Retail and distribution of wall and floor tiles
%
Class of shares: holding
Ordinary 100.00

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

13. INVENTORIES

Group
31.12.25 31.12.24
£    £   
Stocks 1,177,537 1,121,373

Stocks are stated after provision for impairment of £88,369 (2024: £113,545).

14. TRADE AND OTHER RECEIVABLES

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Current:
Trade debtors 466,873 452,851 - -
Amounts owed by group undertakings 257,356 - - -
Other debtors 34,697 2,746 9 9
Prepayments 184,519 425,461 - -
943,445 881,058 9 9

Trade debtors are stated after provision for impairment of £15,989 (2024: £12,554).

15. CASH AND CASH EQUIVALENTS

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Cash in hand 4,335 3,825 - -
Bank accounts 198,422 433,380 52 52
202,757 437,205 52 52

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.25 31.12.24
value: £    £   
320,000 Ordinary £1 320,000 320,000

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

17. RESERVES

Group
Capital
Retained Revaluation redemption
earnings reserve reserve Totals
£    £    £    £   

At 1 January 2025 991,299 207,384 11,904 1,210,587
Deficit for the year (560,512 ) (560,512 )
Reserve transfer 207,384 (207,384 ) - -
IFRS transition 187,869 - - 187,869
At 31 December 2025 826,040 - 11,904 837,944

Company
Retained
earnings
£   

At 1 January 2025 766,730
Deficit for the year (160,209 )
At 31 December 2025 606,521

Retained earnings - includes all current and prior period retained profits and losses.

Revaluation reserve - includes any revaluation of fixed assets to fair value, less deferred tax on gains.

Capital redemption - includes the nominal value of share capital that has been redeemed.

18. TRADE AND OTHER PAYABLES

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Current:
Trade creditors 1,214,056 959,630 - -
Amounts owed to group undertakings - - - 6,601,849
Social security and other taxes 66,891 51,900 - -
Other creditors 197,495 200,256 - -
Accrued expenses 91,474 69,527 - -
VAT 236,188 259,650 - -
1,806,104 1,540,963 - 6,601,849

19. FINANCIAL LIABILITIES - BORROWINGS

Group
31.12.25 31.12.24
£    £   
Current:
Bank loans - 13,986
Leases (see note 20) 629,799 40,604
629,799 54,590

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

19. FINANCIAL LIABILITIES - BORROWINGS - continued

Group
31.12.25 31.12.24
£    £   
Non-current:
Bank loans - 1-2 years - 206,892
Leases (see note 20) 2,714,745 153,896
2,714,745 360,788


Terms and debt repayment schedule

Group

1 year or More than
less 1-2 years 2-5 years 5 years Totals
£    £    £    £    £   
Leases 629,799 597,576 1,445,899 671,270 3,344,544

20. LEASING

Group
Right-of-use assets

Property, plant and equipment

31.12.25 31.12.24
£    £   
COST
At 1 January 2025 4,211,273 -

DEPRECIATION
Charge for year 806,697 -

NET BOOK VALUE 3,404,576 -

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

20. LEASING - continued

Group
Lease liabilities

Minimum lease payments fall due as follows:

31.12.25 31.12.24
£    £   
Gross obligations repayable:
Within one year 885,078 40,604
Between one and five years 2,639,725 153,896
In more than five years 915,931 -

4,440,734 194,500

Finance charges repayable:
Within one year 255,279 -
Between one and five years 596,250 -
In more than five years 244,661 -
1,096,190 -

Net obligations repayable:
Within one year 629,799 40,604
Between one and five years 2,043,475 153,896
In more than five years 671,270 -
3,344,544 194,500

21. DEFERRED TAX

Group
31.12.25 31.12.24
£    £   
Balance at 1 January 28,638 108,620
Accelerated capital allowances (47,092 ) (150 )
Deferred tax asset (68,907 ) (79,832 )
Balance at 31 December (87,361 ) 28,638

22. PENSION COMMITMENTS

The company participates in a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £119,327 (2024: £120,808),

Contributions totalling £15,131 (2024: £17,849) were payable to the scheme at the end of the year and are included in creditors.

Tileflair Group Limited (Registered number: 06022429)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

23. RELATED PARTY DISCLOSURES

Summary of transactions with other related parties

During the year, the company received supplier rebates of £30,688 (2024 - £64,947) from a buying group which represents independent tile distributors in the United Kingdom, in which it owns a 12.5% shareholding.

24. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is QUA Granite Hayal Yapi ve Ürünleri Sanayi Ticaret A.S a company registered in Turkey.

25. FINANCIAL GUARANTEE CONTRACTS

An unlimited cross-company guarantee was in force across the group during the current and preceding period as security for the bank term loan.

Tileflair Group Limited (Registered number: 06022429)

Reconciliation of Equity
1 January 2024
(Date of Transition to IFRSs)

Effect of
transition
FRS 102 to IFRSs IFRSs
£    £    £   
ASSETS
NON-CURRENT ASSETS
Goodwill 694,954 - 694,954
Property, plant and equipment 806,601 - 806,601
Investment property 300,000 - 300,000
Investments 840 - 840
1,802,395 - 1,802,395
CURRENT ASSETS
Inventories 1,313,067 - 1,313,067
Trade and other receivables 459,524 - 459,524
Cash and cash equivalents 540,871 - 540,871
Prepayments 403,160 - 403,160
2,716,622 - 2,716,622
TOTAL ASSETS 4,519,017 - 4,519,017
SHAREHOLDERS' EQUITY
Called up share capital 320,000 - 320,000
Revaluation reserve 482,459 - 482,459
Capital redemption reserve 11,904 - 11,904
Retained earnings 1,270,910 - 1,270,910
2,085,273 - 2,085,273
Non-controlling interests 2,085,273 (2,085,273 ) -
TOTAL EQUITY 4,170,546 (2,085,273 ) 2,085,273
LIABILITIES
NON-CURRENT LIABILITIES
Contract liabilities 98,170 - 98,170
Financial liabilities - borrowings
Interest bearing loans and borrowings 434,049 - 434,049
Deferred tax 108,620 - 108,620
640,839 - 640,839
CURRENT LIABILITIES
Trade and other payables 1,727,424 - 1,727,424
Contract liabilities 25,674 - 25,674
Financial liabilities - borrowings
Interest bearing loans and borrowings 23,703 - 23,703
Tax payable 16,104 - 16,104
1,792,905 - 1,792,905
TOTAL LIABILITIES 2,433,744 - 2,433,744
TOTAL EQUITY AND LIABILITIES 6,604,290 (2,085,273 ) 4,519,017


Tileflair Group Limited (Registered number: 06022429)

Reconciliation of Equity - continued
31 December 2024

Effect of
transition
FRS 102 to IFRSs IFRSs
£    £    £   
ASSETS
NON-CURRENT ASSETS
Goodwill 463,187 - 463,187
Property, plant and equipment 295,799 - 295,799
Investment property 300,000 - 300,000
Investments 840 - 840
1,059,826 - 1,059,826
CURRENT ASSETS
Inventories 1,121,373 - 1,121,373
Trade and other receivables 881,058 - 881,058
Tax receivable 16,104 - 16,104
Cash and cash equivalents 437,205 - 437,205
2,455,740 - 2,455,740
TOTAL ASSETS 3,515,566 - 3,515,566
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 320,000 - 320,000
Revaluation reserve 207,384 - 207,384
Capital redemption reserve 11,904 - 11,904
Retained earnings 991,300 (1 ) 991,299
1,530,588 (1 ) 1,530,587
TOTAL EQUITY 1,530,588 (1 ) 1,530,587
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Interest bearing loans and borrowings 360,788 - 360,788
Deferred tax 28,638 - 28,638
389,426 - 389,426
CURRENT LIABILITIES
Trade and other payables 1,540,962 1 1,540,963
Financial liabilities - borrowings
Interest bearing loans and borrowings 54,590 - 54,590
1,595,552 1 1,595,553
TOTAL LIABILITIES 1,984,978 1 1,984,979
TOTAL EQUITY AND LIABILITIES 3,515,566 - 3,515,566


Tileflair Group Limited (Registered number: 06022429)

Reconciliation of Loss
for the Year Ended 31 December 2024

Effect of
transition
FRS 102 to IFRSs IFRSs
£    £    £   
Revenue 11,083,696 - 11,083,696
Cost of sales (7,991,394 ) - (7,991,394 )
GROSS PROFIT 3,092,302 - 3,092,302
Other operating income 59,420 - 59,420
Administrative expenses (3,777,466 ) (1 ) (3,777,467 )

Finance costs (31,555 ) - (31,555 )
Finance income 6,528 - 6,528
LOSS BEFORE TAX (650,771 ) (1 ) (650,772 )
Income tax 96,086 - 96,086
LOSS FOR THE YEAR (554,685 ) (1 ) (554,686 )

Loss attributable to:
Owners of the parent (554,685 ) (1 ) (554,686 )