ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 11767394

JESTIC UK HOLDCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

JESTIC UK HOLDCO LIMITED

COMPANY INFORMATION

Directors	W L Brett
	B S Dale
	M A Eyre
	S D Morris
	N T Pearson


Registered number	11767394


Registered office	Units 3 & 4
	Dana Trading Estate
	Paddock Wood
	Tonbridge
	TN12 6UU


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants and Statutory Auditors
	Charles Lake House
	Claire Causeway
	Crossways Business Park
	Dartford
	Kent
	DA2 6QA

JESTIC UK HOLDCO LIMITED

CONTENTS

	Page
Group strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10 - 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 - 16
Notes to the financial statements	17 - 42

JESTIC UK HOLDCO LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present the group strategic report accompanying the financial statements for the period ended 31 December 2024.

Business review

Revenue and margin in 2024 was consistent with the prior year suggesting that the market has stabilised following a period of macro-economic volatility.
Investment in the majority shareholding of a UK based service company is designed to spread risk and dilute the reliance on specific customers.
Heading into 2025 the directors are confident that the company’s business plans are robust and the economic environment is well suited for our customers to succeed. There will be challenges and opportunities ahead however the directors remain confident that the company will continue to meet obligations as they fall due and capitalise on any opportunities that arise.

Principal risks and uncertainties

The key business risk remains uncertainty relating to the overall strength of the UK economy and consumer confidence with global political events likely to be an influence.
Pending changes to taxation for employers will put further margin pressure onto Jestic customers who rely heavily on low / minimum wage staff, it remains to be seen how this will impact investment decisions.
Other key risks and uncertainties including competition from national and international resellers, new product introduction and fluctuation of the value of sterling remain.

Financial key performance indicators

Given the straight forward nature of the business the directors are of the opinion that analysis using KPI's is not necessary for an understanding of the development, performance or position of the business.

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

B S Dale

Director

Date: 11 September 2025

Page 1

JESTIC UK HOLDCO LIMITED

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 judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 and minority interests, amounted to £60,233 (2023 - £169,977).

Directors

The directors who served during the year were:

W L Brett

B S Dale

M A Eyre

S D Morris

N T Pearson

Future developments

The focus for the next financial year is to build on the 2024 performance and pursue oppurtunities to further improve the financial position of the company.

Page 2

JESTIC UK HOLDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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.

Auditors

After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

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

B S Dale

Director

Date: 11 September 2025

Page 3

JESTIC UK HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK HOLDCO LIMITED

Opinion

We have audited the financial statements of Jestic UK Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise 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 4

JESTIC UK HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK HOLDCO LIMITED (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.

Page 5

JESTIC UK HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK HOLDCO LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, 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.

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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including
fraud and non-compliance with law and regulations, was as follows:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• We identified the laws and regulations applicable to the group through discussion with directors and other management, and from our commercial knowledge and experience of the catering and hospitality sector which the group operates in;
• The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, are as follows;
o Companies Act 2006
o FRS102
o Health and Safety legislation
o Employment legislation
o Tax legislation
o Waste Electrical and Electronic Equipment (WEEE) regulations.
o Gas Safe Register
o ICO
• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting relevant correspondence;
• Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit; and

• As auditors of all the active subsidiaries of Jestic UK Holdco Limited we were able to cover the above matters

Page 6

JESTIC UK HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK HOLDCO LIMITED (CONTINUED)

at a group and component level and thereby ensure the audit team were aware of the above matters across the group.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
• Making enquires of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
• Reviewing the financial statements and testing the disclosures against supporting documentation;
• Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspecting and testing journal entries to identify unusual or unexpected transactions;
• Assessing whether judgement and assumptions made in determining significant accounting estimates, including stock provisions and the useful economic lives of tangible and intangible fixed assets, were indicative of management bias; and
• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the group’s usual course of business.
The areas that we identified as being susceptible to misstatement through fraud were:
• Management bias in the estimates and judgements made;
• Management override of controls; and
• Posting of unusual journals or transactions.
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 regulation. 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.

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

JESTIC UK HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK HOLDCO LIMITED (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.

Mario Cientanni (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants and Statutory Auditors

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA

Date: 23 September 2025

Page 8

JESTIC UK HOLDCO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	26,886,876	26,104,132
Cost of sales		(19,637,803)	(19,863,269)
Gross profit		7,249,073	6,240,863
Distribution costs		(158,012)	-
Administrative expenses		(6,592,012)	(5,358,514)
Other operating income	5	5,273	16,614
Operating profit	6	504,322	898,963
Interest receivable and similar income	10	6,249	776
Interest payable and similar expenses	11	(85,644)	(333,133)
Profit before taxation		424,927	566,606
Tax on profit	12	(405,718)	(396,629)
Profit for the financial year		19,209	169,977

Profit for the year attributable to:
Non-controlling interests	(41,024)	-
Owners of the parent company	60,233	169,977

Total comprehensive income for the year attributable to:
Non-controlling interest	(41,024)	-
Owners of the parent company	60,233	169,977

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 17 to 42 form part of these financial statements.

Page 9

JESTIC UK HOLDCO LIMITED

REGISTERED NUMBER: 11767394

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		8,375,017		5,333,996
Tangible assets	14		937,468		491,750
Investments	15		2,306		2,306
			9,314,791		5,828,052
Current assets
Stocks	16	6,083,867		6,301,808
Debtors: amounts falling due after more than one year	17	15,999		-
Debtors: amounts falling due within one year	17	5,399,675		4,523,765
Cash at bank and in hand	18	4,377,822		39,956
		15,877,363		10,865,529
Creditors: amounts falling due within one year	19	(8,368,395)		(5,396,034)
Net current assets			7,508,968		5,469,495
Total assets less current liabilities			16,823,759		11,297,547
Creditors: amounts falling due after more than one year	20		(5,685,136)		(882,799)
Provisions for liabilities
Deferred taxation	23		(145,591)		-
Other provisions	25		(555,420)		(524,458)
Net assets			10,437,612		9,890,290

Capital and reserves
Called up share capital	26	79,000	79,000
Share premium account		7,821,000	7,821,000
Profit and loss account		2,050,523	1,990,290
Equity attributable to owners of the parent company		9,950,523	9,890,290
Non-controlling interests		487,089	-
		10,437,612	9,890,290

Page 10

JESTIC UK HOLDCO LIMITED

REGISTERED NUMBER: 11767394

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf:

B S Dale

Director

Date: 11 September 2025

The notes on pages 17 to 42 form part of these financial statements.

Page 11

JESTIC UK HOLDCO LIMITED

REGISTERED NUMBER: 11767394

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	15		4,971,002		1
Current assets
Debtors: amounts falling due within one year	17		14,517,288		10,899,999
Creditors: amounts falling due within one year	19	(1,472,108)		-
Net current assets			13,045,180		10,899,999
Total assets less current liabilities			18,016,182		10,900,000

Creditors: amounts falling due after more than one year	20		(5,416,182)		-

Net assets			12,600,000		10,900,000

Capital and reserves
Called up share capital	26	79,000	79,000
Share premium account		7,821,000	7,821,000
Profit and loss account		4,700,000	3,000,000
		12,600,000	10,900,000

The financial statements were approved and authorised for issue by the board and were signed on its behalf:

B S Dale

Director

Date: 11 September 2025

The notes on pages 17 to 42 form part of these financial statements.

Page 12

JESTIC UK HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Non-controlling interests	Total equity
	£	£	£	£	£
At 1 January 2024	79,000	7,821,000	1,990,290	-	9,890,290

Profit for the year	-	-	60,233	(41,024)	19,209
Non-controlling interest on acquisition	-	-	-	528,113	528,113
At 31 December 2024	79,000	7,821,000	2,050,523	487,089	10,437,612

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	79,000	7,821,000	1,820,313	9,720,313

Profit for the year	-	-	169,977	169,977
At 31 December 2023	79,000	7,821,000	1,990,290	9,890,290

The notes on pages 17 to 42 form part of these financial statements.

Page 13

JESTIC UK HOLDCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	79,000	7,821,000	3,000,000	10,900,000

Profit for the year	-	-	1,700,000	1,700,000
At 31 December 2024	79,000	7,821,000	4,700,000	12,600,000

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	79,000	7,821,000	3,000,000	10,900,000
At 31 December 2023	79,000	7,821,000	3,000,000	10,900,000

The notes on pages 17 to 42 form part of these financial statements.

Page 14

JESTIC UK HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	19,209	169,977
Adjustments for:
Amortisation of intangible assets	1,137,763	1,090,396
Depreciation of tangible assets	265,305	154,915
Loss/(profit) on disposal of tangible assets	77,051	(19,806)
Interest paid	85,647	333,133
Interest received	(1,936)	(776)
Taxation charge	405,718	396,629
Decrease in stocks	1,167,670	2,720,702
Decrease in debtors	262,333	1,766,596
Increase/(decrease) in creditors	1,734,060	(1,029,084)
Increase/(decrease) in provisions	30,962	(3,191)
Corporation tax (paid)	(313,000)	(212,052)
Net cash generated from operating activities	4,870,782	5,367,439

Cash flows from investing activities
Cashflow on acquisition of subsidiary	(4,664,465)	-
Purchase of intangible fixed assets	-	(6,930)
Purchase of tangible fixed assets	(76,647)	(306,975)
Sale of tangible fixed assets	-	19,806
Interest received	1,936	776
HP interest paid	(24,379)	(769)
Net cash from investing activities	(4,763,555)	(294,092)

Page 15

JESTIC UK HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Cash flows from financing activities
New secured loans	5,000,000	-
Repayment of loans	-	(885,000)
Repayment of/new finance leases	505,597	(5,397)
Interest paid	(85,644)	(332,364)
Net cash used in financing activities	5,419,953	(1,222,761)
Net increase in cash and cash equivalents	5,527,180	3,850,586
Cash and cash equivalents at beginning of year	(1,158,908)	(5,009,494)
Cash and cash equivalents at the end of year	4,368,272	(1,158,908)

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,377,822	39,956
Bank overdrafts	(9,550)	(1,198,864)
	4,368,272	(1,158,908)

The notes on pages 17 to 42 form part of these financial statements.

Page 16

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Jestic UK Holdco Limited is a private company limited by shares and incorporated in England and Wales. The address of the registered office is Units 3 & 4, Dana Trading Estate, Transfesa Road, Paddock Wood, Tonbridge, TN12 6UU.
The principal activity of the company is that of a holding company, and the group's principal activity is the distribution, repair, servicing and maintenance of catering equipment.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income 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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. .

2.3

Going concern

The group has considerable financial resources, together with significant forecast cash generation from operations. The directors believe that the group is well placed to manage its business risks despite the current uncertain econimic outlook and they have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they have adopted the going concern basis in preparing the report and financial statements.

Page 17

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

2.5

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the group has transferred the significant risks and rewards of ownership to the buyer;

∙the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

Page 18

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Operating leases: the group as lessee

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

2.7

Interest income

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

2.8

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.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.10

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 19

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

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.

2.12

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 statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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.

Page 20

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis:.

Leasehold improvements	-	Over term of lease
Plant and machinery	-	25% on cost
Motor vehicles	-	25% - 33% on cost
Fixtures and fittings	-	20% on cost
Office equipment	-	33% 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.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based either on the cost of purchase on a first in, first out basis, or is based on the actual purchase price of each individual stock item. Cost includes all direct costs, including shipping and transport costs. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 21

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

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.

2.17

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.

2.18

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.

2.19

Provisions for liabilities

Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance sheet

Page 22

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors 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

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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.

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.

Page 23

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Basic financial liabilities

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 group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

With the exception of derivatives, as disclosed below, the group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Page 24

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

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.

Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

2.21

Invoice discounting

The group discounts its trade debts. The accounting policy is to include trade debtors discounted with recourse under trade debtors due within one year and to record the returnable element of the finance advanced under creditors due within one year. Discount fee are charged to the profit and loss account when reasonably foreseeable.

Page 25

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

a) Critical judgements in applying the company's accounting policies:
There were no significant judgments exercised by management in the preparation of the financial
statements.
b) Key accounting estimates and assumptions:
The group made key assumptions regarding:
- the useful economic life of tangible fixed assets and this is further described in note 2.13 of accounting
policies.
- the useful economic life of intangible fixed assets and this is further described in note 2.12 of accounting
policies.
- the group holds a significant amount of product stock and is subject to changing consumer demands and industry trends. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of stock. The value of stock as at 31 December 2024 is £5,265,688 (2023: £6,301,808) and this includes a stock provision of £450,503 (2023: 528,207).
- the directors have made estimates and assumptions regarding the warranty and dilapidation provision. These estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant and reviewed on an ongoing basis. The amounts recognised in the year ended 31 December 2024 are listed below:
Warranty provision (distribution) - £163,617 (2023- £183,655)
Dilapidation provision (property) - £391,803 (2023- £340,803)

Page 26

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Distribution	15,319,432	14,323,759
Service	11,567,444	11,780,373
	26,886,876	26,104,132

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	26,281,540	25,542,099
Rest of Europe	605,336	562,033
	26,886,876	26,104,132

5.	Other operating income
		2024	2023
		£	£

Other operating income	5,273	16,614
	5,273	16,614

Other operating lease rentals

252,561

222,085

Page 27

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Auditors' remuneration
		2024	2023
		£	£

	Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements	26,375	24,975
	Fees for non audit services	16,298	6,089

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

		Group	Group
		2024	2023
		£	£


Wages and salaries	5,279,660	5,219,497
Social security costs	773,367	564,013
Cost of defined contribution scheme	196,590	143,113
	6,249,617	5,926,623

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

Group	Group	Company	Company
2024	2023	2024	2023
No.	No.	No.	No.

173	115	5	6

9.	Directors' remuneration

	During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £175,478 (2023 - £180,090).
	The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,875 (2023 - £9,875).

Page 28

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	6,249	776
		6,249	776

11.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	61,265	332,364
Finance leases and hire purchase contracts	24,379	769
	85,644	333,133

Corporation tax
Current tax on profits for the year	454,656	379,977
Adjustments in respect of previous periods	(4,104)	2,221

Total current tax	450,552	382,198

	Deferred tax
	Origination and reversal of timing differences	(44,834)	14,431


		405,718	396,629

Page 29

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Profit on ordinary activities before tax

390,083

566,606

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	98,076	133,152
Effects of:
Non-tax deductible amortisation of goodwill and impairment	281,011	259,295
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	40,551	3,531
Capital allowances for year lower than/(in excess of) depreciation	39,304	(13,780)
Deferred tax movement	(44,834)	14,431
Adjustments to tax charge in respect of prior periods	(8,390)	-
Total tax charge for the year	405,718	396,629

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 30

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Intangible assets
	Group

	Other intangible assets	Goodwill	Total
	£	£	£
Cost
At 1 January 2024	31,215	12,502,362	12,533,577
Additions	-	4,178,836	4,178,836
Disposals	(8,205)	-	(8,205)
On acquisition of subsidiaries	-	5,250	5,250
At 31 December 2024	23,010	16,686,448	16,709,458
Amortisation
At 1 January 2024	3,394	7,196,187	7,199,581
Charge for the year on owned assets	7,484	1,130,278	1,137,762
On disposals	(2,902)	-	(2,902)
At 31 December 2024	7,976	8,326,465	8,334,441
Net book value
At 31 December 2024	15,034	8,359,983	8,375,017
At 31 December 2023	27,821	5,306,175	5,333,996

Page 31

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group

	Leasehold improvements	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2024	657,560	242,586	230,345	1,669	330,510	1,462,670
Additions	52,354	38,382	73,980	-	15,071	179,787
Acquisition of subsidiary	787,888	100,562	663,067	-	-	1,551,517
Disposals	(787,888)	(215,872)	(218,095)	-	(2,056)	(1,223,911)
At 31 December 2024	709,914	165,658	749,297	1,669	343,525	1,970,063
Depreciation
At 1 January 2024	478,353	57,782	135,455	1,669	297,661	970,920
Charge for the year on owned assets	35,985	72,853	36,622	-	24,802	170,262
Charge for the year on financed assets	-	-	95,043	-	-	95,043
Disposals	-	(93,093)	(108,481)	-	(2,056)	(203,630)
At 31 December 2024	514,338	37,542	158,639	1,669	320,407	1,032,595
Net book value
At 31 December 2024	195,576	128,116	590,658	-	23,118	937,468
At 31 December 2023	179,207	184,804	94,890	-	32,849	491,750

Page 32

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Fixed asset investments
	Group

		Listed investments
		£
	Cost or valuation
	At 1 January 2024	2,306
	At 31 December 2024	2,306

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	1
	Additions	4,971,001
	At 31 December 2024	4,971,002

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the company:
Name	Registered office	Principal activity	Class of shares	Holding

	Jestic UK Bidco Ltd	a)	Intermediate holding company	Ordinary	100%
	R & S Services (Yorkshire) Limited	b)	Maintenance of catering equipment	Ordinary	60%

Page 33

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the company:
Name	Registered office	Principal activity	Class of shares	Holding

Jestic Limited	a)	Distribution and maintenance of catering equipment	Ordinary	100%
Malibu Corporation Limited*	a)	Dormant	Ordinary	100%
Servequip Assistance (UK) Limited*	a)	Dormant	Ordinary	100%

*Held via Jestic Limited
a) Registered office - Unit 3 & 4, Dana Trading Estate, Transfesa Road, Paddock Wood, TN12 6UU
b) Registered office - White House, Wollaton Street, Nottinghamshire, NG1 5GF
R&S Services (Yorkshire) Limited is entitled to exemption from the requirement to have an audit under the provisions of section 479A of the Companies Act 2026.

16.	Stocks
		Group	Group
		2024	2023
		£	£

Raw materials and consumables	5,265,688	6,301,808
Work in progress (goods to be sold)	162,421	-
Finished goods and goods for resale	655,758	-
	6,083,867	6,301,808

Page 34

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Other debtors	15,999	-	-	-
	15,999	-	-	-

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

Due within one year
Trade debtors	4,929,000	4,219,710	-	-
Amounts owed by group undertakings	-	-	14,517,288	10,899,999
Other debtors	7,670	24,734	-	-
Prepayments and accrued income	463,005	278,838	-	-
Deferred taxation	-	483	-	-
	5,399,675	4,523,765	14,517,288	10,899,999

18.	Cash and cash equivalents
		Group	Group
		2024	2023
		£	£

Cash at bank and in hand	4,377,822	39,956
Less: bank overdrafts	(9,550)	(1,198,864)
	4,368,272	(1,158,908)

Page 35

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Bank overdrafts and invoice discounting facility	9,550	1,198,864	-	-
Bank loans	1,000,000	500,000	1,000,000	-
Trade creditors	3,713,875	1,352,359	-	-
Corporation tax	490,971	97,418	-	-
Other taxation and social security	1,183,152	1,101,021	-	-
Obligations under finance lease and hire purchase contracts	252,473	5,396	-	-
Other creditors	989,215	590,282	472,108	-
Accruals and deferred income	729,159	550,694	-	-
	8,368,395	5,396,034	1,472,108	-

The company has an invoice discounting agreement with HSBC Invoice Finance Limited. All trade
debtors are subject to the invoice discounting agreement, and security given is by way of a fixed and
floating charge over the book debts and undertakings of the company

20.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	4,000,000	875,000	4,000,000	-
Net obligations under finance leases and hire purchase contracts	268,954	7,799	-	-
Other creditors	1,416,182	-	1,416,182	-
	5,685,136	882,799	5,416,182	-

Bank loans are secured by way of:
a) A fixed charge on all freehold and leasehold property of the group,
b) A fixed charge over book and other debts of the group,
c) A floating charge over the other assets of the group, and
d) A cross-guarantee and set off agreement between the company and the following group companies; Jestic Limited and Jestic UK Bidco Limited.

Page 36

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Amounts falling due within one year
Bank loans	1,000,000	500,000	1,000,000	-
Amounts falling due 1-2 years
Bank loans	1,000,000	875,000	1,000,000	-
Amounts falling due 2-5 years
Bank loans	3,000,000	-	3,000,000	-

	5,000,000	1,375,000	5,000,000	-

22.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2024	2023
		£	£

Within one year	10,324	5,396
Between 1-5 years	5,132	7,800
	15,456	13,196

Obligations under hire purchase contracts due within and after one year are secured over the assets to which they relate.

Page 37

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	483	14,914
Charged to profit or loss	44,834	(14,431)
Arising on business combinations	(190,908)	-
At end of year	(145,591)	483

		Group	Group
		2024	2023
		£	£

	Accelerated capital allowances	(145,591)	483
		(145,591)	483

24.	Financial instruments

The group enters into forward foreign currency contracts to mitigate the exchange rate risk for certain
foreign currency payables. There are no outstanding forward rate agreements at the year end. The
company is committed to buy US$900,000. (2023: US$2,250,000) and to pay a fixed sterling amount of
£681,031 (2023: £1,832,504).
A fair value adjustment in accordance with FRS 102 paragraph 11.43 has not been made in the financial statements.

Page 38

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Provisions
	Group

	Warranty provisions	Diplidation provisions	Total
	£	£	£

At 1 January 2024	183,655	340,803	524,458
(Credited)/charged to profit or loss	(20,038)	51,000	30,962
At 31 December 2024	163,617	391,803	555,420

Page 39

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.Provisions (continued)

26.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

6,610,000 (2023 - 6,610,000) A Ordinary shares of £0.01 each	66,100	66,100
1,290,000 (2023 - 1,290,000) B Ordinary shares of £0.01 each	12,900	12,900

	79,000	79,000

Page 40

JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Business combinations

On 17 October 2024 the group acquired a 60% interest in R & S Services (Yorkshire) Limited

Acquisition of R & S Services (Yorkshire) Limited
Recognised amounts of identifiable assets acquired and liabilities assumed
	Book value	Fair value adjustments	Fair value
	£	£	£

Fixed Assets
Tangible	700,531	-	700,531
Intangible	4,250	-	4,250
	704,781	-	704,781
Current Assets
Stocks	949,729	-	949,729
Debtors	1,083,842	-	1,083,842
Cash at bank and in hand	306,536	-	306,536
Total Assets	3,044,888	-	3,044,888
Creditors
Due within one year	(1,228,445)	-	(1,228,445)
Due after more than one year	(321,032)	-	(321,032)
Provisions for liabilities	(175,134)	-	(175,134)
Total Identifiable net assets	1,320,277	-	1,320,277


	Non-controlling interests	(528,110)
	Goodwill	3,929,461
	Total purchase consideration	4,721,628

	Consideration
					£


	Cash	2,833,119
	Deferred consideration	1,888,509
	Total purchase consideration	4,721,628

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JESTIC UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.Business combinations (continued)

	Cash outflow on acquisition
					£


	Purchase consideration settled in cash, as above	2,833,119
		2,833,119
	Less: Cash and cash equivalents acquired	(306,536)
	Net cash outflow on acquisition	2,526,583

28.	Commitments under operating leases
	At 31 December 2024 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	470,273	518,279
Later than 1 year and not later than 5 years	1,004,826	1,272,101
Later than 5 years	594,735	799,100
	2,069,834	2,589,480

29.	Controlling party

The parent company and controlling company is Universal Industries International Limited, a limited liability company incorporated in Guernsey

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