REGISTERED NUMBER: 16305219 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements

for the Period 10 March 2025 to 31 January 2026

for

Sonic Direct Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTOR:

P Showan

REGISTERED OFFICE:

C/o Sonic Direct

Ingleby Road

Bradford

West Yorkshire

BD8 9AN

REGISTERED NUMBER:

16305219 (England and Wales)

AUDITORS:

KJA Kilner Johnson Ltd (Statutory Auditors)

Woodland House

Woodland Park

Bradford Road

Cleckheaton

BD19 6BW

The director presents his strategic report of the company and the group for the period 10 March 2025 to 31 January 2026.

REVIEW OF BUSINESS

The results of the Group shows a profit on ordinary activities before tax of £549,621.

The Group's statement of comprehensive income set out on page 8, remains strong with positive cash reserves.

Higher inflation, interest rates and fuel costs during the year have continued to create difficult economic conditions. Post year end the Group has seen some increased consumer confidence due to the reduction in interest rates and inflation which is expected to continue for the oncoming year, however increased wages and national insurance costs may offset any expected increases in profitability.

PRINCIPAL RISKS AND UNCERTAINTIES

Financial, credit, liquidity and cashflow risk are considered low. Working capital is managed and constantly reviewed on a weekly basis. The Group maintains a healthy balance sheet which remains strong due to continued investment in the Group's assets that allow the business to run efficiently.

BUSINESS ENVIRONMENT

Since the year end, the Group has seen positive results and anticipated similar trading levels in the oncoming year.

STRATEGY

The business strategy for year oncoming year sees the Group continuing to concentrate on delivering profitable and sustainable growth through investments in key personnel, sales and marketing and improving efficiencies in distribution and returns management.

KEY PERFORMANCE INDICATORS

The board monitors the progress of the company by reference to the following KPI's:

2026

£

Turnover

11,105,441

Gross profit percentage

32.72%

Operating profit percentage

5.11%

The main non-financial KPI is customer reviews which the company monitor online.

FUTURE DEVELOPMENTS

The company feels that it is well placed to continue to grow its customer base and profitability.

ON BEHALF OF THE BOARD:

P Showan - Director

29 October 2026

The director presents his report with the financial statements of the company and the group for the period ended 31 January 2026.

INCORPORATION

The company was incorporated on 10 March 2025 and purchased the entire share capital of Sonic Megastore Limited on 24 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company. The principal activity of the group in the period under review was that of the supply of domestic electrical appliances and consumer electronics both regionally and nationwide.

DIVIDENDS

An interim dividend of £0.01 per share was paid on 31 January 2026. The director recommends that no final dividend be paid.

The total distribution of dividends for the period ended 31 January 2026 will be £ 2 .

DIRECTOR

P Showan was appointed as director on 10 March 2025 and held office during the whole of the period from then to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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 group's auditors are aware of that information.

AUDITORS

The auditors, KJA Kilner Johnson Ltd (Statutory Auditors), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P Showan - Director

29 October 2026

Opinion

We have audited the financial statements of Sonic Direct Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 January 2026 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 January 2026 and of the group's profit for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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.

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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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:

While planning our audit, we have made enquiries of management and those charged with governance around any actual or potential litigation and claims against the company for non-compliance with specific laws and regulations. The same has been done in respect of any instances of fraud or irregularities. The responses received have been communicated with the engagement team at the planning stage.

We have not been informed of any specific laws or regulatory related issues that could materially impact the financial statements in addition to this, there has been no suspected fraud or irregularities reported to us.

While planning our audit the engagement partner selected appropriately trained staff to be engaged in the audit and the team are allocated based on their competence and capabilities.

The audit work undertaken is a substantive work based audit approach, reviewing to source documentation where appropriate and includes a review and walkthrough of the systems which management have put in place. These tests are directional. Therefore, they are designed in away to maximise audit effectiveness and the possible identification of any material fraud, irregularities, or instances of systems and procedure breaches. Our testing did not identify any issues that requires any additional reporting.

These tests and other areas of our audit work are designed to enhance our ability to detect cases of material fraud and certain irregularities. It should be noted that our audit is carried out using a material based approach and therefore does not test every transaction, as such it would not detect all instances of irregularities and specifically fraud which is inherently more difficult to detect.

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.

Raza Effendi MBA FCA (Senior Statutory Auditor)

for and on behalf of KJA Kilner Johnson Ltd (Statutory Auditors)

Woodland House

Woodland Park

Bradford Road

Cleckheaton

BD19 6BW

29 October 2026

TURNOVER

11,105,441

Cost of sales

7,471,270

GROSS PROFIT

3,634,171

Administrative expenses

3,068,052

566,119

Other operating income

1,309

OPERATING PROFIT

4

567,428

Interest payable and similar expenses

5

17,807

PROFIT BEFORE TAXATION

549,621

Tax on profit

6

131,860

PROFIT FOR THE FINANCIAL PERIOD

417,761

OTHER COMPREHENSIVE INCOME

Fair value reserve

20,592

Income tax relating to other comprehensive income

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

20,592

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

438,353

Profit attributable to:

Owners of the parent

417,761

Total comprehensive income attributable to:

Owners of the parent

438,353

FIXED ASSETS

Intangible assets

9

(1,613,058

)

Tangible assets

10

262,895

Investments

11

597,106

(753,057

)

CURRENT ASSETS

Stocks

12

4,534,628

Debtors

13

597,299

Cash at bank and in hand

2,438,355

7,570,282

CREDITORS

Amounts falling due within one year

14

3,059,417

NET CURRENT ASSETS

4,510,865

TOTAL ASSETS LESS CURRENT LIABILITIES

3,757,808

CREDITORS

Amounts falling due after more than one year

15

(1,119,976

)

PROVISIONS FOR LIABILITIES

18

(213,979

)

NET ASSETS

2,423,853

CAPITAL AND RESERVES

Called up share capital

19

200

Share premium

20

1,985,302

Fair value reserve

20

20,592

Retained earnings

20

417,759

SHAREHOLDERS' FUNDS

2,423,853

The financial statements were approved by the director and authorised for issue on 29 October 2026 and were signed by:

P Showan - Director

FIXED ASSETS

Intangible assets

9

-

Tangible assets

10

-

Investments

11

4,001,102

4,001,102

CREDITORS

Amounts falling due within one year

14

457,953

NET CURRENT LIABILITIES

(457,953

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,543,149

CREDITORS

Amounts falling due after more than one year

15

1,000,000

NET ASSETS

2,543,149

CAPITAL AND RESERVES

Called up share capital

19

200

Share premium

20

1,985,302

Retained earnings

20

557,647

SHAREHOLDERS' FUNDS

2,543,149

Company's profit for the financial year

557,649

The financial statements were approved by the director and authorised for issue on 29 October 2026 and were signed by:

P Showan - Director

Called up

Fair

share

Retained

Share

value

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Changes in equity

Issue of share capital

200

-

1,985,302

-

1,985,502

Dividends

-

(2

)

-

-

(2

)

Total comprehensive income

-

417,761

-

20,592

438,353

Balance at 31 January 2026

200

417,759

1,985,302

20,592

2,423,853

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

200

-

1,985,302

1,985,502

Dividends

-

(2

)

-

(2

)

Total comprehensive income

-

557,649

-

557,649

Balance at 31 January 2026

200

557,647

1,985,302

2,543,149

Cash flows from operating activities

Cash generated from operations

1

1,321,611

Interest paid

1,312

Finance costs paid

(17,807

)

Tax paid

(65,238

)

Finance expense

(8,430

)

Net cash from operating activities

1,231,448

Cash flows from investing activities

Purchase of tangible fixed assets

(55,319

)

Sale of tangible fixed assets

14,626

Cash paid for purchase of subsidiary

(568,402

)

Cash on acquisition

1,864,184

Net cash from investing activities

1,255,089

Cash flows from financing activities

Repayment of loan

(29,632

)

Finance cost

(18,550

)

Net cash from financing activities

(48,182

)

Increase in cash and cash equivalents

2,438,355

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

2,438,355

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Profit before taxation

549,621

Depreciation charges

(268,190

)

Loss on disposal of fixed assets

10,751

Finance expense

17,871

Finance costs

17,807

327,860

Decrease in stocks

221,647

Decrease in trade and other debtors

265,623

Increase in trade and other creditors

506,481

Cash generated from operations

1,321,611

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:

Period ended 31 January 2026

31.1.26

10.3.25

£

£

Cash and cash equivalents

2,438,355

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 10.3.25

Cash flow

At 31.1.26

£

£

£

Net cash

Cash at bank and in hand

-

2,438,355

2,438,355

-

2,438,355

2,438,355

Debt

Finance leases

-

(185,454

)

(185,454

)

-

(185,454

)

(185,454

)

Total

-

2,252,901

2,252,901

1.	STATUTORY INFORMATION

Sonic Direct Holdings 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 preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

At 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.

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Sonic Direct Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 January 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

The company holds the entire share capital of one subsidiary, Sonic Megastore Limited, which it acquired on 24 March 2025.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2026, is being amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

20% reducing balance

Motor vehicles

-

20% reducing balance

Computer equipment

-

20% reducing balance

Tangible assets are initially recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the period 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

1,443,589

Social security costs

166,475

Other pension costs

126,415

1,736,479

The average number of employees during the period was as follows:

Average No of employees during the year

52

The average number of employees by undertakings that were proportionately consolidated during the period was 52 .

£

Director's remuneration

38,978

Director's pension contributions to money purchase schemes

100,000

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

£

Hire of plant and machinery

14,846

Depreciation - owned assets

15,163

Depreciation - assets on hire purchase contracts

50,361

Profit on disposal of fixed assets

(1,995

)

Goodwill amortisation

(322,612

)

Auditors' remuneration

16,000

Other non- audit services

4,570

Rent

469,549

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Bank loan interest

(1,312

)

Interest on consideration

10,689

Hire purchase

8,430

17,807

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

£

Current tax:

UK corporation tax

144,558

Prior year provision movement

(3,802

)

Total current tax

140,756

Deferred tax

(8,896

)

Tax on profit

131,860

Tax effects relating to effects of other comprehensive income

Gross

Tax

Net

£

£

£

Fair value reserve

20,592

-

20,592

7.	INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

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.

8.

DIVIDENDS

£

Ordinary shares of 1 each

Interim

2

9.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

Additions

(1,935,670

)

At 31 January 2026

(1,935,670

)

AMORTISATION

Amortisation for period

(322,612

)

At 31 January 2026

(322,612

)

NET BOOK VALUE

At 31 January 2026

(1,613,058

)

10.	TANGIBLE FIXED ASSETS

Group

Plant and

Motor

Computer

machinery

vehicles

equipment

Totals

£

£

£

£

COST

Additions

-

55,319

-

55,319

Disposals

(147

)

(83,201

)

-

(83,348

)

Business combinations

54,046

238,320

6,111

298,477

At 31 January 2026

53,899

210,438

6,111

270,448

DEPRECIATION

Charge for period

11,901

52,401

1,222

65,524

Eliminated on disposal

(147

)

(57,824

)

-

(57,971

)

At 31 January 2026

11,754

(5,423

)

1,222

7,553

NET BOOK VALUE

At 31 January 2026

42,145

215,861

4,889

262,895