ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 11473900

THREEPS HOLDING LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

THREEPS HOLDING LTD

COMPANY INFORMATION

Directors	Patrick Hoornaert
	Philippe Hoornaert


Company secretary	Patrick Hoornaert


Registered number	11473900


Registered office	609 London Road
	West Thurrock
	Grays
	Essex
	RM20 3BJ


Independent auditors	Cooper Parry Group Limited
	Statutory Auditor
	New Derwent House
	69-73 Theobalds Road
	Holborn
	London
	WC1X 8TA

THREEPS HOLDING LTD

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated profit and loss account	9
Consolidated statement of comprehensive income	10
Consolidated balance sheet	11
Company balance sheet	12
Consolidated statement of changes in equity	13
Company statement of changes in equity	14
Consolidated statement of cash flows	15
Consolidated analysis of net debt	16
Notes to the financial statements	17 - 30

THREEPS HOLDING LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report for the year ended 31 December 2024.

Business review

The principal activity of the company during the year was that of freight forwarding and transportation.
The key performance indicators were as follows:-
Turnover: £18,694,926 (2023: £20,654,380)
Gross profit: £4,603,893 (2023: £5,992,298)
Gross profit percentage: 24.6% (2023: 29.0%)
The directors are satisfied that the company is continuing to trade profitably and will continue its strategy to increase the turnover and its business activity in the coming year.

Principal risks and uncertainties

The principal risks and uncertainties stem from the national and global economic conditions currently being experienced, mainly due to the following:-
Liquidity risk
The group retains sufficient cash reserves to meet any future demand and at present there are no loans so the interest risk is small.
Credit and exchange risk
The group has strict controls on new and existing customers and an efficient credit control procedures. The incidence of bad debts in the past has not been material.
Other risks
The other risks and uncertainties relate to any unforeseen restrictions that may arise due to Brexit in the future.

Section 172(1) statement

The directors of the Company and the Group, as those of all UK companies, must act in accordance with a set of general duties which are detailed in section 172 of the Companies Act 2006. The following paragraphs below summarise how the board of directors, both individually and together, have acted in the way that they consider, in good faith, would be the most likely to promote the success of the Company and the Group for the benefit of its shareholders as a whole and in doing so have regard (amongst other matters) to:
Risk management - consideration of risks is an integral part of our operations which includes providing services to our clients in the often highly regulated environment.
Interests of our employees - being committed to being a responsible business in which our behaviour is aligned with the expectations of our people, clients, investors and society as whole.
Fostering business relationships - our strategy is to prioritise organic growth driven by providing services to both other Group entities and our clients.
Impact of the Company's and the Group's operations on the community and environment - our approach is to create a positive approach to the clients and communities in which we interact with.
Maintaining a reputation for high standards of business conduct - consideration of risks is an integral part of how the Company and the Group operates on a daily basis which are reviewed and issued at Group level under its Corporate Governance policies including whistleblowing.

Page 1

THREEPS HOLDING LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

The group has shown strong growth in the period by actively managing all the risk areas and the directors are confident the group will continue to trade profitably.

This report was approved by the board and signed on its behalf.

Patrick Hoornaert Director	Philippe Hoornaert Director

Date: 26 September 2025

Page 2

THREEPS HOLDING LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,519,255 (2023:£2,217,389).

No dividends will be distributed for the year ended 31 December 2024.

Directors

The directors who served during the year were:

Patrick Hoornaert

Philippe Hoornaert

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Page 3

THREEPS HOLDING LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditors, Cooper Parry Group Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Patrick Hoornaert Director	Philippe Hoornaert Director

Date: 26 September 2025	Date: 26 September 2025

Page 4

THREEPS HOLDING LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THREEPS HOLDING LTD

Opinion

We have audited the financial statements of THREEPS HOLDING LTD (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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's affairs as at 31 December 2024 and of the Group's profit for the year 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 United Kingdom, including the Financial Reporting Council'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 or 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.

Page 5

THREEPS HOLDING LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THREEPS HOLDING LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report 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 Directors' report.

We have nothing to report in respect of the following matters in relation to which 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 Directors' responsibilities statement set out on page 3, 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 is 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.

Page 6

THREEPS HOLDING LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THREEPS HOLDING LTD (CONTINUED)

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 an Auditors' report 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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We discussed with management the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.
During the audit we focused on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. Our procedures in relation to fraud included but were not limited to: inquiries of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding the risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Our tests include agreeing the financial statement disclosures to underlying supporting documentation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulations. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. In assessing the potential risks of material misstatement we obtained an understanding of; the entities operations, including the nature of its revenue sources and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement. We did not identify any matters relating to non-compliance with laws and regulations relating to fraud.

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 Auditors' report.

Page 7

THREEPS HOLDING LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THREEPS HOLDING LTD (CONTINUED)

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 an Auditors' report 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.

Robert Blundell (Senior statutory auditor)

for and on behalf of

Cooper Parry Group Limited

Statutory Auditor

New Derwent House

69-73 Theobalds Road

Holborn

London

WC1X 8TA

27 September 2025

Page 8

THREEPS HOLDING LTD

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	3	18,694,926	20,654,380
Cost of sales		(14,091,033)	(14,662,082)
Gross profit		4,603,893	5,992,298
Administrative expenses		(2,357,622)	(2,926,620)
Operating profit	4	2,246,271	3,065,678
Interest receivable and similar income	8	1,761	1,996
Interest payable and similar expenses	9	(178,912)	(86,615)
Profit before tax		2,069,120	2,981,059
Tax on profit	10	(549,865)	(763,670)
Profit for the financial year		1,519,255	2,217,389

Profit for the year attributable to:
Owners of the parent	1,519,255	2,217,389
	1,519,255	2,217,389

The notes on pages 17 to 30 form part of these financial statements.

Page 9

THREEPS HOLDING LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

				2024	2023
				£	£

Profit for the financial year	1,519,255	2,217,389
Other comprehensive income
Unrealised surplus on revaluation of tangible fixed assets	3,600,000	-
Total comprehensive income for the year	5,119,255	2,217,389

Profit for the year attributable to:
Owners of the parent Company		1,519,255	2,217,389

Total comprehensive income attributable to:
Owners of the parent Company		5,119,255	2,217,389

The notes on pages 17 to 30 form part of these financial statements.

Page 10

THREEPS HOLDING LTD

REGISTERED NUMBER: 11473900

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	12		1,146,622		1,250,860
Tangible assets	13		13,999,240		10,487,910
			15,145,862		11,738,770
Current assets
Debtors: amounts falling due within one year	14	3,300,765		3,873,163
Cash at bank and in hand	15	5,102,375		4,472,880
		8,403,140		8,346,043
Creditors: amounts falling due within one year	16	(9,192,360)		(10,831,009)
Net current liabilities			(789,220)		(2,484,966)
Total assets less current liabilities			14,356,642		9,253,804
Provisions for liabilities
Deferred taxation		(4,469)		(20,886)
			(4,469)		(20,886)
Net assets			14,352,173		9,232,918

Capital and reserves
Called up share capital	18	2	2
Revaluation reserve	19	3,600,000	-
Profit and loss account	19	10,752,171	9,232,916
Equity attributable to owners of the parent Company		14,352,173	9,232,918

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 September 2025.

Patrick Hoornaert	Philippe Hoornaert
Director	Director

The notes on pages 17 to 30 form part of these financial statements.

Page 11

THREEPS HOLDING LTD

REGISTERED NUMBER: 11473900

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	13		12,541,850		12,541,850
			12,541,850		12,541,850
Current assets
Debtors: amounts falling due within one year	14	560,757		836,864
Cash at bank and in hand	15	1,194,116		393,923
		1,754,873		1,230,787
Creditors: amounts falling due within one year	16	(2,669,502)		(4,111,845)
Net current liabilities			(914,629)		(2,881,058)
Total assets less current liabilities			11,627,221		9,660,792


Net assets			11,627,221		9,660,792

Capital and reserves
Called up share capital	18		2		2
Profit and loss account brought forward		9,660,790		7,069,010
Profit for the year		1,966,429		2,591,780
Profit and loss account carried forward			11,627,219		9,660,790
			11,627,221		9,660,792

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 September 2025.

Patrick Hoornaert	Philippe Hoornaert
Director	Director

The notes on pages 17 to 30 form part of these financial statements.

Page 12

THREEPS HOLDING LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	2	-	7,015,527	7,015,529
Comprehensive income for the year
Profit for the year	-	-	2,217,389	2,217,389

At 1 January 2024	2	-	9,232,916	9,232,918
Comprehensive income for the year
Profit for the year	-	-	1,519,255	1,519,255
Surplus on revaluation of freehold property	-	3,600,000	-	3,600,000
At 31 December 2024	2	3,600,000	10,752,171	14,352,173

The notes on pages 17 to 30 form part of these financial statements.

Page 13

THREEPS HOLDING LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	2	7,069,010	7,069,012
Comprehensive income for the year
Profit for the year	-	2,591,780	2,591,780

At 1 January 2024	2	9,660,790	9,660,792
Comprehensive income for the year
Profit for the year	-	1,966,429	1,966,429
At 31 December 2024	2	11,627,219	11,627,221

The notes on pages 17 to 30 form part of these financial statements.

Page 14

THREEPS HOLDING LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	2,069,120	2,981,060
Adjustments for:
Depreciation of tangible assets	263,565	322,078
Loss on disposal of tangible assets	-	(792)
Interest paid	178,912	138,163
Interest received	(1,761)	(1,996)
Decrease in debtors	572,398	400,892
(Decrease)/increase in creditors	(1,509,945)	1,060,210
Corporation tax (paid)	(700,986)	(901,722)
Net cash generated from operating activities	871,303	3,997,893

Cash flows from investing activities
Purchase of tangible fixed assets	(70,657)	(137,406)
Sale of tangible fixed assets	-	5,167
Interest received	1,761	1,996
Net cash from investing activities	(68,896)	(130,243)
Cash flows from financing activities
Interest paid	(172,912)	(138,163)
Distribution paid to members	-	(354,023)
Net cash used in financing activities	(172,912)	(492,186)
Net increase in cash and cash equivalents	629,495	3,375,464
Cash and cash equivalents at beginning of year	4,472,880	1,097,416
Cash and cash equivalents at the end of year	5,102,375	4,472,880

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	5,102,375	4,472,880
	5,102,375	4,472,880

The notes on pages 17 to 30 form part of these financial statements.

Page 15

THREEPS HOLDING LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand

4,472,880

629,495

5,102,375

The notes on pages 17 to 30 form part of these financial statements.

Page 16

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Threeps Holding Ltd 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.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
Investments in subsidiary undertakings in the parent company are recognised at cost, less any impairment. In the consolidated group financial statements, the excess cost of a business combination over the fair value of the identifiable assets and liabilities acquired is recognised as goodwill.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 17

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated profit and loss account over its useful economic life.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 19

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	2%	on cost
Plant and machinery	-	10%	on cost
Motor vehicles	-	25%	on cost
Fixtures and fittings	-	25%	on cost
Computer equipment	-	25%	on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.11

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 20

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group 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

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

Page 21

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Financial instruments (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Turnover

The whole of the turnover is attributable to the principal activity of the group.

All turnover arose within the United Kingdom.

Page 22

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Exchange differences	(190,660)	11,113
Depreciation	159,327	217,840
Goodwill amortisation	104,238	104,238

	Fees payable to the Company's auditors for the audit of the consolidated, subsidiary company's and parent Company's financial statements	25,860	23,400
	Fees payable to the Company's auditors for the non-audit services of the consolidated, subsidiary company's and parent Company's financial statements	7,025	13,675

6.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	1,371,682	1,438,731	-	-
Social security costs	143,782	148,414	-	-
Cost of defined contribution scheme	94,365	146,931	-	-
	1,609,829	1,734,076	-	-

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Office and management	8	8
Sales	31	36

	39	44

Page 23

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Directors' remuneration
		2024	2023
		£	£

	Directors' emoluments	86,228	77,865

8.	Interest receivable
		2024	2023
		£	£

Other interest receivable

1,761

1,996

9.	Interest payable and similar expenses
		2024	2023
		£	£

Other loan interest payable	178,912	70,892
Other interest payable	-	15,723
	178,912	86,615

Corporation tax
Current tax on profits for the year	566,282	767,669

	Deferred tax
	Origination and reversal of timing differences	(16,417)	(3,999)


	Taxation on profit on ordinary activities	549,865	763,670

Page 24

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Profit on ordinary activities before tax

2,069,120

2,981,060

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023:25%)	517,280	745,265
Effects of:
Expenses not deductible for tax purposes	17,065	53,714
Depreciation in excess of capital allowances	27,320	12,593
Effect on change in tax rate during the year	-	(43,705)
Deferred tax (credit)/charge	-	(3,999)
Movement in deferred tax not recognised	(7,064)	-
Adjustments to tax charge in respect of prior periods	(4,736)	-
Non-taxable income	-	(198)
Total tax charge for the year	549,865	763,670

Page 25

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 January 2024	1,563,575
	At 31 December 2024	1,563,575
	Amortisation
	At 1 January 2024	312,715
	Charge for the year on owned assets	104,238
	At 31 December 2024	416,953
	Net book value
	At 31 December 2024	1,146,622
	At 31 December 2023	1,250,860

Page 26

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets
	Group

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2024	9,937,054	966,120	630,695	115,623	49,206	11,698,698
Additions	-	14,547	27,995	28,115	-	70,657
Revaluations	3,600,000	-	-	-	-	3,600,000
At 31 December 2024	13,537,054	980,667	658,690	143,738	49,206	15,369,355
Depreciation
At 1 January 2024	54,521	519,637	500,457	100,106	36,067	1,210,788
Charge for the year on owned assets	5,041	71,864	62,008	13,845	6,569	159,327
At 31 December 2024	59,562	591,501	562,465	113,951	42,636	1,370,115
Net book value
At 31 December 2024	13,477,492	389,166	96,225	29,787	6,570	13,999,240
At 31 December 2023	9,882,533	446,483	130,238	15,517	13,139	10,487,910

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

	Freehold	13,477,492	9,882,533

Page 27

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	12,541,850
	At 31 December 2024	12,541,850

	Net book value
	At 31 December 2024	12,541,850
	At 31 December 2023	12,541,850

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Dornack International Limited	England and Wales	Ordinary	100%
Yamadari Limited	Isle of Man	Ordinary	100%
ThreePs Property Limited	England and Wales	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Dornack International Limited	1,777,388	1,792,493
Yamadari Limited	12,668,914	190,696
ThreePs Property Limited	(8,615)	(8,615)

Page 28

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	3,144,563	3,782,628	-	-
Amounts owed by group undertakings	-	-	560,757	836,864
Other debtors	24,683	38,547	-	-
Prepayments and accrued income	131,519	51,988	-	-
	3,300,765	3,873,163	560,757	836,864

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	5,102,375	4,472,880	1,194,116	393,923

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	1,910,039	2,590,393	-	-
Amounts owed to group undertakings	4,521,371	3,440,803	866,343	2
Corporation tax	349,972	478,676	-	-
Other taxation and social security	372,272	41,809	-	-
Other creditors	1,810,466	4,267,328	1,798,958	4,099,843
Accruals and deferred income	228,240	12,000	4,201	12,000
	9,192,360	10,831,009	2,669,502	4,111,845

17.	Deferred taxation
	Group

		2024
		£

	At beginning of year	(20,886)
	Charged to profit or loss	16,417
	At end of year	(4,469)

Page 29

THREEPS HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.Deferred taxation (continued)

Company

2024

		Group	Group
		2024	2023
		£	£

Accelerated capital allowances

(4,469)

(20,886)

18.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

2 (2023:2) Ordinary shares of £1 each	2	2

19.

Reserves

Revaluation reserve

The fair value reserve represents gains retained in the current and previous periods.

Profit and loss account

Profit and loss account represents the accumulated profits of a company that have not been distributed as dividends to shareholders.

20.	Pension commitments

The group operates a defined contribution scheme. The assets are held seperately from those of the group in an independently administered fund. The pension charge represents contributions payable by the group to the fund amounting to £94,365 (2024: £146,931). Pension contributions totalling £6,474 (2023: £7,031) were payable to the fund at the year end.

Page 30