The directors present their annual report and financial statements for the year ended 31 August 2026.

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

The year ended 31 August 2026 marked a significant improvement in the company’s trading performance, with substantial revenue growth and a return to profitability. Increased sales, supported by improvements in purchasing, stock management and cost control, resulted in positive operating profit and profit before taxation.

The company continued to invest in its online sales platforms, marketplace presence and operational capacity. These investments are intended to support further growth, improve efficiency and strengthen future cash generation.

The return to profitability represents important progress in rebuilding the company’s reserves. The directors remain focused on profitable growth, careful management of working capital and strengthening the company’s financial position.

The directors are encouraged by the performance achieved and remain confident in the company’s prospects. The financial statements have been prepared on a going-concern basis, as explained in the accounting policies.

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 2026 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.

Despite the net liabilities of £1,057,037 at the year end date, the directors are encouraged by the year’s performance and consider that the return to profit represents important progress in rebuilding reserves. The business enters the new financial year with a stronger trading record and a clear focus on profitable growth.

The directors intend to build on this progress through disciplined purchasing, effective stock management and continued cost control. They are positive about the company’s prospects and believe the results achieved in 2026 provide a strong foundation for its future development.

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 due to the continued support from shareholders and key suppliers.

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 2025 the company began trading on online market places which required a change in the stock policy from the Just-in-time inventory management system used in 2025.

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow moving items. Costs include all direct costs and an appropriate proportion of fixed and variable overheads.

The Company funds its stock purchases through a factoring facility, under which suppliers are paid by the finance provider and the resulting liability is settled by the Company in accordance with the facility terms.

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 £1,283,514 (2025: £1,857,129) as at 31 August 2026. The deferred tax asset of £320,879 (2025: £464,282) has not been recognised as the timing of the crystallisation of this relief is uncertain.

Of the £288,883 (2025: £509,250) company loans in other creditors, £100,424 (2025: £247,843) of the loans are secured by fixed & floating charges over the company's assets.

The obligations under finance leases of £220,180 (2025: £123,593) relates to hire purchase due and is secured over the corresponding fixed assets.

In the previous 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 was included within creditors as share application monies pending allotment. This amount has been reallocated to share premium during the year.

The obligations under finance leases of £194,813 (2025: £156,566) relates to hire purchase due and is secured over the corresponding fixed assets.

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 30 October 2025 1 ordinary A share was issued to the existing shareholders. Also on 30 October 2025 36 ordinary B shares of £1 each were issued at a share premium of £350,000 to new shareholders.

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

The balance owed by the directors as at 31 August 2026 was £103,171 (2025: owed to the directors £64,492) and the balance owed by the shareholders as at 31 August 2026 was £51,586 (2025: owed to the shareholders £32,246). The loans are interest free and repayable on demand.