The directors present their annual report and financial statements for the year ended 31 August 2025.

The principal activity of the company was that of carpet and laminate flooring supplies and fitting.

During the financial year ended 31 August 2025, the company completed a fundamental operational and financial restructuring designed to create a more efficient, controlled and commercially focused business.

The restructuring included significant changes to the operating model, supply chain and supplier relationships, together with improvements to purchasing, stock management, cost control, management information and financial oversight. Resources were focused on the core business, with a move away from legacy operations that no longer formed part of the company’s commercial strategy.

A comprehensive review of historic stock and work in progress resulted in an exceptional charge of £1,375,670. This comprised £1,216,938 relating to obsolete, deteriorated, damaged or commercially outdated stock and £158,732 relating to aged and irrecoverable work in progress arising principally from former flooring contracting operations.

These adjustments had a significant effect on the reported loss after taxation of £2,091,740. They related to historic balance sheet items and their recognition did not represent an equivalent cash outflow during the year. The exceptional charge should therefore be taken into account when comparing the 2025 result with subsequent trading performance.

By the date of this report, the financial year ended 31 August 2026 had been completed. The results for that year show substantial revenue growth and a return to operating profit and profit before taxation. The directors consider that the improvements to purchasing, stock management and cost control have provided a stronger basis for the business.

During the year ended 31 August 2025, the company received £350,000 from investors in respect of a proposed share issue. As the shares had not been allotted at that year end, the funds were included in creditors as share application monies pending allotment. The shares were subsequently allotted in October 2025.

The directors remain focused on maintaining profitable trading, managing working capital and meeting the company’s commitments to customers, suppliers and funding partners.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 August 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Warehouse Brands Group Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1 Superstore Building, 12 Wilson Road, Huyton, Liverpool, Merseyside, L36 6AN.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

During the year ended 31 August 2025, the company reported a significant loss, principally as a result of exceptional write-offs of historic stock and work-in-progress balances. These adjustments related to legacy balance sheet items and did not represent an equivalent cash outflow during the year.

At the year end, investors provided £350,000 in respect of share premium payments, strengthening the company’s capital position.

The operational restructuring undertaken during the 2024 and 2025 financial years has now been completed. This included fundamental changes to the company’s operating model, supply chain and supplier relationships, together with significant improvements to stock management, purchasing, cost control, management information and financial oversight.

As the financial statements for the year ended 31 August 2025 are being approved close to the end of the following financial year, the directors have been able to assess the success of the restructuring by reference to almost a complete year of actual post-balance-sheet trading.

By the date of this report, the financial year ended 31 August 2026 had been completed. The results for that year show substantial revenue growth and a return to operating profit and profit before taxation. The directors consider that the improvements to purchasing, stock management and cost control have provided a stronger basis for the business.

The legal proceedings involving First Connect Limited have also been concluded through a confidential out-of-court settlement. While no recovery is expected in respect of the associated £240,000 balance, conclusion of the proceedings has removed the uncertainty, continuing legal expenditure and management demands associated with the case.

In assessing the company’s ability to continue as a going concern, the directors have considered the profitable trading performance achieved throughout the period since 31 August 2025, the company’s improved cash generation and operating margins, the investment received at the previous year end, its current financial position and its continuing trading requirements.

The directors consider that the transformation in the company’s underlying operations has been clearly demonstrated by the results achieved during the financial year ending 31 August 2026. The company has returned to a strong and sustainable profitable trading position and has adequate resources to meet its liabilities as they fall due and to continue in operational existence for the foreseeable future.

Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is considered to be ten years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

As of September 2024, following a change to the business model, the company operates a Just-in-Time (JIT) inventory management system. Inventory levels are maintained at a minimum and goods are purchased or produced to meet immediate operational requirements. As a result, inventory holdings at the reporting date are £nil. The JIT system is a stock management process only and does not affect the basis of inventory valuation.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

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.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

The average monthly number of persons (including directors) employed by the company during the year was:

The company has taxable losses of £1,857,129 (2024: £nil) as at 31 August 2025. The deferred tax asset of £464,282 (2024: £nil) has not been recognised as the timing of the crystallisation of this relief is uncertain.

Of the £509,250 (2024: £591,822) company loans in other creditors, £247,843 (2024: £nil) of the loans are secured by fixed & floating charges over the company's assets.

The obligations under finance leases of £123,593 (2024: £63,312) relates to hire purchase due and is secured over the corresponding fixed assets.

During the year the company received £350,000 in respect of a proposed issue of ordinary shares. The shares had not been allotted at the balance sheet date and accordingly the amount is included within creditors as share application monies pending allotment.

The obligations under finance leases of £156,566 (2024: £112,997) relates to hire purchase due and is secured over the corresponding fixed assets.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

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.

On 8 March 2025 96 ordinary shares of £1 each were issued to the existing shareholders.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

On 30 October 2025, subsequent to the year end, the company allotted 16 ordinary shares for consideration of £350,000. At 31 August 2025 the consideration received was included within other creditors. Following allotment, £16 was credited to share capital and £349,984 to the share premium account. The allotment is a non-adjusting post balance sheet event.

After the year end under a confidential agreement the company settled a dispute with a supplier. Due to the nature of the agreement the settlement figure cannot be disclosed in this note but has been reflected in the 2025 financial statements. This settlement is an adjusting post balance sheet event.

The company settled a further dispute with a supplier resulting in a liability for the company totalling £18,000. This settlement is an adjusting post balance sheet event.

The total balance owed to the directors as at 31 August 2025 was £64,492 (2024: £19,616) and the total balance owed to the shareholders at 31 August 2025 was £32,246 (2024: £19,616). The loans are interest free and repayable on demand.