ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 09157376

PROMATIC HOLDINGS LIMITED

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

PROMATIC HOLDINGS LIMITED

COMPANY INFORMATION

Directors	J Hall (resigned 31 May 2024)
	C Clarke
	J Goodhart
	B Jardine
	M Martelli
	J Moses
	G Thompson-Jones


Registered number	09157376


Registered office	Unit 1 Hooton Road
	Hooton
	South Wirral
	CH66 7PA


Independent auditors	WR Partners
	Chartered Accountants & Statutory Auditors
	3 Royal Court
	Gadbrook Park
	Northwich
	Cheshire
	CW9 7UT

PROMATIC HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 5
Independent auditors' report	6 - 10
Consolidated statement of comprehensive income	11
Consolidated balance sheet	12 - 13
Company balance sheet	14
Consolidated statement of changes in equity	15 - 16
Company statement of changes in equity	17 - 18
Consolidated statement of cash flows	19 - 20
Notes to the financial statements	21 - 49

PROMATIC HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

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

Business review

The statement of comprehensive income is set out on page 11 and shows turnover for the year of £16,479,999 (2023 - £16,739,457) and a profit for the year after tax of £93,178 (2023 - £390,064).
The group continues to offer multiple options and products through our highly talented and dedicated teams who deliver exceptional service and solutions to our customers. Our entities based in the UK, France, Italy and the United States of America provide us with the platform to deliver across the globe with sales to over 60 countries across 6 continents in 2024.
The group continues to invest in capital expenditure to build a first-class manufacturing facility and research and development activities to be able to offer new and innovative solutions to the customers and market. In the year research and development spend was £217,785 (2023 - £231,293).
Gross margin has reduced from 47.3% in 2023 to 43.1% in 2024.
The group buys and sells in multiple currencies. Administrative expenses include foreign exchange losses of £83,362 (2023 - £116,536).
Exceptional administrative expenses of £2,247 relate to a group restructure in order to close down dormant group companies and simplify the reporting obligations of The Promatic Group.

Page 1

PROMATIC HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The market for the manufacture and distribution of Clay Pigeon Traps and associated products on a worldwide basis is competitive. The company is a market leader and seeks to manage the risk of losing market share to key competitors by the provision of better quality products with a wider range and market leading price competitiveness.
Sales to Europe are made in euros and to the USA in US dollars. The company also purchases products from around the globe in various currencies. The company is therefore exposed to movements in exchange rates.
The directors monitor the net exposure and take steps on pricing and sourcing to reduce the impact of currency movements.
The main financial risks arising from the company’s activities are credit risk and exchange rate risk. These are monitored by the board of directors and were not considered to be significant at the balance sheet date.
The company’s policy in respect of credit risk, is to require appropriate credit checks on potential customers before sales are made.
Other risks
Significant increases in labour costs coupled with a continued shortage of skills in the market.
The company will be exposed to higher Interest rate rises for new lending in 2023, nevertheless the risk is low as new expenditure is not deemed significant.
It is the opinion of the management and the Board that the company has a level of resilience which can weather a recession (as supported by the financial modelling of different future states).
The company saw the need to remove the risk of rising utility costs post pandemic due to supply and demand and was able to secure a long-term fixed price contract at 2020 rates in May 2021.

Analysis based on key performance indicators

The key performance indicators for the business which include our EBITDA, order book, gross margin, cash generation and market mix analysis are all very positive for the year ahead.
In 2024 the group has achieved an EBITDA of £1,168,073 (2023 - £1,836,631).
There was an overall cash outflow during the year of £1,415,318 (2023 - £463,823).

This report was approved by the board on 29 September 2025 and signed on its behalf.

G Thompson-Jones

Director

Page 2

PROMATIC HOLDINGS 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 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.

Principal activity

The principal activity of the group continued to be that of manufacture and distribution of clay pigeon traps and associated products to global markets.

Results and dividends

The profit for the year, after taxation, amounted to £93,178 (2023 - £390,064).

The results for the year are shown on pages 11 to 21.
No ordinary dividends were paid during the year and the directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

J Hall (resigned 31 May 2024)

C Clarke

J Goodhart

B Jardine

M Martelli

J Moses

G Thompson-Jones

Page 3

PROMATIC HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial instruments

Liquidity risk
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs of working capital, finance charges and principal repayments on its debt instruments and to invest cash assets safely and profitably.
Management receives cash flow projections on a monthly basis as well as information regarding cash balances.
At the end of the financial year, these projections indicated that the group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.
Cash flow and interest rate risk
The group is exposed to cash flow interest rate risk from borrowings at a variable rate. During the periods under review, the group's borrowings at variable rate were denominated in pounds sterling.
Foreign exchange risk
Foreign exchange risk arises when individual group entities enter into transactions denominated in a currency other than their functional currency. The group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency (primarily US dollars or pound sterling) with the cash generated from their own operations in that currency.
The group is predominantly exposed to currency risk on sales made in US dollars.
Credit risk
Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The group is mainly exposed to credit risk from credit sales. It is group policy to assess the credit risk of new customers before entering contracts.
Such credit ratings are taken into account by local business practices. Each new customer is analysed individually for creditworthiness before the group's standard payment and delivery terms and conditions are offered.
A monthly review of the trade receivables' ageing analysis is undertaken and customers' credit is reassessed periodically. Existing customers that become "high risk" as a result of the periodic reassessment are placed on a restricted customer list and future credit sales are made only with approval of the local management, otherwise payment in advance is required.

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 4

PROMATIC HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditors, WR Partners, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 September 2025 and signed on its behalf.

G Thompson-Jones

Director

Page 5

PROMATIC HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED

Opinion

We have audited the financial statements of Promatic Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and 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 6

PROMATIC HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROMATIC HOLDINGS 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 7

PROMATIC HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED (CONTINUED)

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 8

PROMATIC HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED (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:

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations and the UK General Data Protection Regulation (GDPR).
We understood how the company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed internal records and correspondence and the results of our testing in other areas to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements.
We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there may be susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.

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.

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.

Page 9

PROMATIC HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED (CONTINUED)

Fran Johnson BSc BFP FCA (Senior statutory auditor)

for and on behalf of

WR Partners

Chartered Accountants

Statutory Auditors

3 Royal Court

Gadbrook Park

Northwich

Cheshire

CW9 7UT

30 September 2025

Page 10

PROMATIC HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	16,479,999	16,739,457
Cost of sales		(9,372,336)	(8,808,718)
Gross profit		7,107,663	7,930,739
Administrative expenses		(6,811,664)	(7,250,949)
Exceptional administrative expenses	5	(2,247)	-
Operating profit	6	293,752	679,790
Interest receivable and similar income	10	-	3,042
Interest payable and similar expenses	11	(181,126)	(200,056)
Profit before taxation		112,626	482,776
Tax on profit	12	(19,448)	(92,712)
Profit for the financial year		93,178	390,064


Other comprehensive income	60,007	(52,990)
Total comprehensive income for the year	153,185	337,074

The notes on pages 21 to 49 form part of these financial statements.

Page 11

PROMATIC HOLDINGS LIMITED

REGISTERED NUMBER: 09157376

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		247,367		606,373
Tangible assets	14		1,447,163		1,635,185
			1,694,530		2,241,558
Current assets
Stocks	16	3,035,316		3,222,477
Debtors: amounts falling due within one year	17	4,003,192		2,670,827
Cash at bank and in hand	18	-		1,385,114
		7,038,508		7,278,418
Creditors: amounts falling due within one year	19	(3,683,236)		(3,680,546)
Net current assets			3,355,272		3,597,872
Total assets less current liabilities			5,049,802		5,839,430
Creditors: amounts falling due after more than one year	20		(2,119,289)		(2,983,496)
Provisions for liabilities
Other provisions	24	-		(78,606)
			-		(78,606)
Net assets			2,930,513		2,777,328

Capital and reserves
Called up share capital	25	4,824	4,824
Share premium account	26	1,188,069	1,188,069
Capital redemption reserve	26	5,137	5,137
Foreign exchange reserve	26	469,669	409,662
Other reserves	26	771,780	771,780
Profit and loss account	26	491,034	397,856
Total equity		2,930,513	2,777,328

Page 12

PROMATIC HOLDINGS LIMITED

REGISTERED NUMBER: 09157376

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 on 29 September 2025.

G Thompson-Jones

Director

The notes on pages 21 to 49 form part of these financial statements.

Page 13

PROMATIC HOLDINGS LIMITED

REGISTERED NUMBER: 09157376

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	15		8,699,861		2,327,223
Current assets
Debtors: amounts falling due within one year	17	1,300,961		3,860,486
Creditors: amounts falling due within one year	19	(4,738,142)		(3,562,053)
Net current (liabilities)/assets			(3,437,181)		298,433
Total assets less current liabilities			5,262,680		2,625,656

Creditors: amounts falling due after more than one year	20		(1,325,398)		(1,992,084)

Net assets			3,937,282		633,572

Capital and reserves
Called up share capital	25		4,824		4,824
Share premium account	26		1,188,069		1,188,069
Capital redemption reserve	26		5,137		5,137
Other reserves	26		771,780		771,780
Profit and loss account brought forward		(1,336,238)		(953,513)
Profit/(loss) for the year		3,303,710		(382,725)
Profit and loss account carried forward			1,967,472		(1,336,238)
Total equity			3,937,282		633,572

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

G Thompson-Jones

Director

The notes on pages 21 to 49 form part of these financial statements.

Page 14


		PROMATIC HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Foreign exchange reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£	£	£
At 1 January 2024	4,824	1,188,069	5,137	409,662	771,780	397,856	2,777,328
Comprehensive income for the year
Profit for the year	-	-	-	-	-	93,178	93,178
Foreign exchange movement	-	-	-	60,007	-	-	60,007
Total comprehensive income for the year	-	-	-	60,007	-	93,178	153,185
At 31 December 2024	4,824	1,188,069	5,137	469,669	771,780	491,034	2,930,513

Page 15


		PROMATIC HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Capital redemption reserve	Foreign exchange reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£	£	£
At 1 January 2023	4,824	1,188,069	5,137	462,652	771,780	7,792	2,440,254
Comprehensive income for the year
Profit for the year	-	-	-	-	-	390,064	390,064
Foreign exchange movement	-	-	-	(52,990)	-	-	(52,990)
Total comprehensive income for the year	-	-	-	(52,990)	-	390,064	337,074
At 31 December 2023	4,824	1,188,069	5,137	409,662	771,780	397,856	2,777,328

The notes on pages 21 to 49 form part of these financial statements.

Page 16


		PROMATIC HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2024	4,824	1,188,069	5,137	771,780	(1,336,238)	633,572
Comprehensive income for the year
Profit for the year	-	-	-	-	3,303,710	3,303,710
Total comprehensive income for the year	-	-	-	-	3,303,710	3,303,710
At 31 December 2024	4,824	1,188,069	5,137	771,780	1,967,472	3,937,282

The notes on pages 21 to 49 form part of these financial statements.

Page 17


		PROMATIC HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Capital redemption reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2023	4,824	1,188,069	5,137	771,780	(953,513)	1,016,297
Comprehensive income for the year
Loss for the year	-	-	-	-	(382,725)	(382,725)
Total comprehensive income for the year	-	-	-	-	(382,725)	(382,725)
At 31 December 2023	4,824	1,188,069	5,137	771,780	(1,336,238)	633,572

The notes on pages 21 to 49 form part of these financial statements.

Page 18

PROMATIC HOLDINGS 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	93,178	390,064
Adjustments for:
Amortisation of intangible assets	344,201	364,192
Depreciation of tangible assets	469,010	693,527
(Profit)/loss on disposal of tangible assets	(47,843)	(17,406)
Interest paid	181,124	200,056
Interest received	-	(3,043)
Taxation charge	19,448	175,549
Decrease/(increase) in stocks	187,160	(524,185)
(Increase) in debtors	(1,569,838)	(873,246)
(Decrease)/increase in creditors	(497,831)	300,377
(Decrease) in provisions	(78,606)	(82,837)
Foreign exchange	(244,749)	(112,706)
Corporation tax (paid)/refunded	53,667	(281,385)
Net cash generated from operating activities	(1,091,079)	228,957

Cash flows from investing activities
Purchase of tangible fixed assets	(569,632)	(652,472)
Sale of tangible fixed assets	266,484	368,247
Interest received	-	3,043
Net cash from investing activities	(303,148)	(281,182)
Cash flows from financing activities
Proceeds from loans	1,179,771	686,377
Repayment of loans	(262,285)	(360,744)
Repayment of bank loans	(743,935)	(503,479)
Repayment of/new finance leases	(13,518)	(33,695)
Interest paid	(181,124)	(200,056)
Net cash used in financing activities	(21,091)	(411,597)
Net (decrease) in cash and cash equivalents	(1,415,318)	(463,822)
Cash and cash equivalents at beginning of year	1,385,114	1,848,936
Cash and cash equivalents at the end of year	(30,204)	1,385,114

Cash and cash equivalents at the end of year comprise:

Page 19

PROMATIC HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£

Cash at bank and in hand	-	1,385,114
Bank overdrafts	(30,204)	-
	(30,204)	1,385,114

The notes on pages 21 to 49 form part of these financial statements.

Page 20

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Promatic Holdings Limited is a private company limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the company information page and the nature of the company's operations and its principal activities are set out in the strategic report.

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 presentational and functional currency of these financial statements is GBP. Values are rounded to the nearest pound.

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 judgement 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.

In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
• No Statement of Cash Flows has been presented for the parent Company;
• Disclosures in respect of the parent Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Company as a whole; and
• No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Company as a whole.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income Statement 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.

Page 21

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

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

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 22

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

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.

2.6

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

2.7

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Leased assets: the Group as lessor

Where assets leased to a third party give rights approximating to ownership (finance lease), the lessor recognises as a receivable an amount equal to the net investment in the lease i.e. the minimum lease payments receivable under the lease discounted at the interest rate implicit in the lease. This receivable is reduced as the lessee makes capital payments over the term of the lease.

A finance lease gives rise to two types of income: profit or loss equivalent to the profit or loss resulting from outright sale of the asset being leased, at normal selling prices, reflecting any applicable discounts, and finance income over the lease term.

Page 23

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.10

Interest income

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

2.11

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.

2.12

Borrowing costs

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

2.13

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 24

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

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.

Page 25

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

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.

Amortisation is provided on the following bases:

Goodwill	-	10%	on cost
Intellectual property rights	-	20%	on cost
Brands	-	10%	on cost

2.16

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:.

Depreciation is provided on the following basis:

Freehold property	-	10%	on cost
Long-term leasehold property	-	20%	on cost
Short-term leasehold property	-	10%	on cost or over the lease term if shorter
Plant and machinery	-	15%	-25% on cost
Motor vehicles	-	25%	on cost
Fixtures and fittings	-	20%	on cost
Assets held for leasing	-	20%	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.

Page 26

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

2.18

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 on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

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.

2.19

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.

2.20

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.

2.21

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.

2.22

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.

2.23

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.

Page 27

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.23

Financial instruments (continued)

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.

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

Page 28

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.23

Financial instruments (continued)

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.

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.

2.24

Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Page 29

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.25

Financial liabilities

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.

Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.
Subsequently, the measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are acquired for the purpose of repurchasing in the near term. Derivatives, including separately embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in profit or loss.

Interest bearing loans and borrowings

Obligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost.

Derecognition of financial liabilities

A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.

Page 30

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.26

Employee benefits

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

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

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

2.27

Retirement benefits

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

Page 31

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Leases
Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risk and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis. The total of the tangible fixed assets held under hire purchase agreements is disclosed in note 14 and the value of the hire purchases liabilities is disclosed in note 22 to these financial statements.
Impairment
Determine whether there are indicators of impairment of the company's tangible and intangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. There are no impairments against tangible and intangible fixed assets at the current or comparative balance sheet date.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Intangible fixed assets
Intangible assets are amortised over their useful lives taking into account residual values, where appropriate. The expected useful life of intangible fixed assets are reviewed annually. The net book value of intangible fixed assets is disclosed in note 12 to these financial statements.
Tangible fixed assets
Tangible assets are depreciated over their useful lives taking into account residual values, where appropriate. The expected useful life of the assets are reviewed annually taking into account their contribution to the order book and the revenue and profits which the assets are providing to the company. The net book value of tangible fixed assets is disclosed in note 14 to these financial statements.

Page 32

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.Judgements in applying accounting policies (continued)

Stocks
Where appropriate, slow moving stocks are written down to their net realisable value. The assessment of net realisable value takes account of factors such as the availability of outlet channels and the value realised, historically, for similar products at that stage of their life cycle. At the balance sheet date an impairment against stocks of £310,490 (2023 - £314,430) is recognised.
Debtors
In assessing the provision for doubtful debts, factors taken into account include debtors' age profile, their historical payment performance and available credit data. The value of doubtful debt provisions in these financial statements is £31,267 (2023 - £31,726).

Turnover

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

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	2,611,094	2,033,421
Rest of Europe	4,065,691	3,889,578
Rest of the world	9,803,214	10,816,458
	16,479,999	16,739,457

5.	Exceptional costs
		2024	2023
		£	£

	Group restructure	2,247	-

Exceptional administrative expenses of £2,247 relate to a group restructure in order to close down dormant group companies and simplify the reporting obligations of The Promatic Group.

Page 33

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Research & development charged as an expense	217,785	231,293
Exchange differences	83,362	116,536
Operating lease charges	214,060	164,377
Amortisation of intangible assets	344,201	364,192
Depreciation of owned tangible fixed assets	469,010	693,527
Profit on disposals of tangible fixed assets	(47,843)	(17,406)

	Audit of the financial statement of the group and the company	2,700	2,400
	Audit of the financial statements of the company's subsidiaries	31,900	28,100

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 34

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

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

Wages and salaries	4,078,099	4,379,561	498,624	435,986
Social security costs	505,070	489,592	60,339	55,583
Cost of defined contribution scheme	143,423	151,996	17,060	19,039
	4,726,592	5,021,149	576,023	510,608

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.

Production	59	50	-	-
Sales	5	15	-	-
Administration	29	30	2	2

	93	95	2	2

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	624,448	828,830
Group contributions to defined contribution pension schemes	21,511	37,683
	645,959	866,513

	During the year retirement benefits were accruing to 4 directors (2023 - 4) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £162,766 (2023 - £124,633).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,539 (2023 - £6,186).

Page 35

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest receivable
		2024	2023
		£	£

	Interest on bank deposits	-	3,042
		-	3,042

11.	Interest payable and similar expenses
		2024	2023
		£	£

Other loan interest paid	176,977	200,056
Finance leases and hire purchase contracts	4,149	-
	181,126	200,056

Corporation tax
Adjustments in respect of previous periods	8,792	-
	8,792	-
Foreign tax
Foreign tax on income for the year	89,262	175,549
Total current tax	98,054	175,549

	Deferred tax
	Origination and reversal of timing differences	(78,606)	(82,837)


	Taxation on profit on ordinary activities	19,448	92,712

Page 36

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Profit on ordinary activities before tax

112,626

482,777

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	28,157	113,549
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	131,606	3,127
Capital allowances for year in excess of depreciation	103,972	91,153
Change in unrecognised deferred tax asset	-	(17,073)
Non-taxable income	-	(156,410)
Double taxation relief	(113,189)	(124,683)
Unrelieved tax losses carried forwards	-	117,530
Reseach and development tax credit	-	(103,238)
Foreign tax adjustment	15,629	168,757
Adjustment for unpaid interest	589	-
Utilisation of tax losses	(147,316)	-
Total tax charge for the year	19,448	92,712

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 37

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Intangible assets
	Group and Company

	Patents	Trademarks	Goodwill	Total
	£	£	£	£
Cost
At 1 January 2024	532,378	3,313,441	2,295,301	6,141,120
Foreign exchange movement	-	-	(14,805)	(14,805)
At 31 December 2024	532,378	3,313,441	2,280,496	6,126,315
Amortisation
At 1 January 2024	532,377	2,999,015	2,003,355	5,534,747
Charge for the year on owned assets	-	314,426	29,775	344,201
At 31 December 2024	532,377	3,313,441	2,033,130	5,878,948
Net book value
At 31 December 2024	1	-	247,366	247,367
At 31 December 2023	1	314,426	291,946	606,373

Page 38


		PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

	14.	Tangible fixed assets
		Group

	Freehold property	Long-term leasehold property	Short-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Other fixed assets	Total
	£	£	£	£	£	£	£	£
Cost or valuation
At 1 January 2024	225,078	83,031	682,957	611,062	848,303	683,820	1,314,465	4,448,716
Additions	3,516	2,166	-	14,458	147,398	43,039	359,055	569,632
Disposals	-	(3,857)	-	(2,999)	(161,150)	(5,070)	(522,079)	(695,155)
Exchange adjustments	(10,279)	3,643	-	(4,014)	7,160	-	-	(3,490)
At 31 December 2024	218,315	84,983	682,957	618,507	841,711	721,789	1,151,441	4,319,703
Depreciation
At 1 January 2024	46,853	69,083	469,080	510,823	696,321	570,391	450,980	2,813,531
Charge for the year on owned assets	22,361	17,112	63,015	31,490	109,127	45,435	180,470	469,010
Disposals	-	(3,598)	-	(1,574)	(161,149)	(5,070)	(255,854)	(427,245)
Exchange adjustments	19,133	2,386	-	(1,353)	8,108	-	(11,030)	17,244
At 31 December 2024	88,347	84,983	532,095	539,386	652,407	610,756	364,566	2,872,540
Net book value

Page 39


		PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

14.Tangible fixed assets (continued)

	At 31 December 2024	129,968	-	150,862	79,121	189,304	111,033	786,875	1,447,163
	At 31 December 2023	178,225	13,948	213,877	100,239	151,982	113,429	863,485	1,635,185

Page 40


		PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

14.Tangible fixed assets (continued)

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

Freehold	129,968	178,225
Long leasehold	-	13,948
Short leasehold	150,862	213,877
	280,830	406,050

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


	Plant and machinery	67,571	-

15.	Fixed asset investments

Page 41

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	2,327,223
	Additions	6,372,638
	At 31 December 2024	8,699,861

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

	Elettronica Progretti S.r.l	Via Oros SNC, 00071 Pomezia (RM) Italy	Ordinary	100%
	Promatic Group Limited (dissolved 17 June 2025)	Unit 1 Hooton Road, Hooton, Ellesmere Port CH66 7PA	Ordinary	100%

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

Promatic International Limited	Unit 1 Hooton Road, Hooton, Ellesmere Port CH66 7PA	Ordinary	100%
Promatic Inc	801 Mid America Drive, Plattsburg, MO 64477, USA	Ordinary	100%
Promatic France SAS	La Croix De Glatigny, Zone Artisanale, 61250, Lonrai, France	Ordinary	100%
Promatic UK Limited (dissolved 17 June 2025)	Unit 1 Hooton Road, Hooton, Ellesmere Port CH66 7PA	Ordinary	100%
Promatic EBT Limited (dissolved 17 June 2025)	Unit 1 Hooton Road, Hooton, Ellesmere Port CH66 7PA	Ordinary	100%

Page 42

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Stocks
		2024	2023
		£	£

Raw materials and consumables	74,930	313,279
Finished goods and goods for resale	2,960,386	2,909,198
	3,035,316	3,222,477

The difference between purchase price or production costs of stocks and their replacement cost is not material.

17.

Debtors

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


Trade debtors	1,317,444	1,295,999	-	-
Amounts owed by group undertakings	-	-	1,241,572	3,801,097
Other debtors	2,344,459	849,434	-	-
Prepayments and accrued income	205,654	180,244	6,667	6,667
Tax recoverable	-	209,515	-	-
Deferred taxation	135,635	135,635	52,722	52,722
	4,003,192	2,670,827	1,300,961	3,860,486

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

Cash at bank and in hand	-	1,385,114
Less: bank overdrafts	(30,204)	-
	(30,204)	1,385,114

Page 43

PROMATIC HOLDINGS 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	30,204	-	-	-
Bank loans	1,312,676	1,096,175	665,589	635,941
Payments received on account	82,740	-	-	-
Trade creditors	1,485,385	1,402,827	-	-
Amounts owed to group companies	-	-	4,025,212	2,920,270
Corporation tax	35,109	177,666	-	-
Other taxation and social security	84,305	107,200	-	-
Obligations under finance lease and hire purchase contracts	15,612	43,350	-	-
Other creditors	64,545	149,371	-	-
Accruals and deferred income	572,660	703,957	47,341	5,842
	3,683,236	3,680,546	4,738,142	3,562,053

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

Bank loans	1,026,733	1,939,661	641,398	1,308,084
Other loans	684,000	684,000	684,000	684,000
Accruals and deferred income	82,740	173,400	-	-
Net obligations under finance leases and hire purchase contracts	36,718	-	-	-
Other creditors	289,098	186,435	-	-
	2,119,289	2,983,496	1,325,398	1,992,084

Page 44

PROMATIC HOLDINGS 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	1,312,676	1,096,175	665,589	635,941
	1,312,676	1,096,175	665,589	635,941
Amounts falling due 1-2 years
Bank loans	1,026,733	1,939,661	641,398	1,308,084
Other loans	684,000	684,000	684,000	684,000
	1,710,733	2,623,661	1,325,398	1,992,084


	3,023,409	3,719,836	1,990,987	2,628,025

£1,080,444 (2023 - £1,020,260) of bank loans in Promatic Inc are secured against assets purchased. Of this, £643,562 (2023 - £475,102) is due within one year and £436,883 (2023 - £545,157) is due after more than one year. Interest is charged between 1.9% - 5.85% depending on the individual agreement.
£684,000 (2023 - £684,000) series A loan notes have no fixed redeemable date.
£316,667 (2023 - £516,667) of bank loans in Promatic Holdings Limited relate to the Coronavirus Business Interruption Scheme. The balance is being repaid in monthly instalments beginning in August 2021 and ending in July 2026. Interest of £37,348 (2023 - £52,775) was charged in the year.
The bank loan and loan notes are secured on the assets of the Group and rank in accordance with an "Intercreditors Deed" entered into by HSBC Bank Plc, Promatic Holdings Limited and subsidiaries, RAM (102) Limited and senior management.

Page 45

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Within one year	67,303	43,350
		67,303	43,350

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery and motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

23.	Deferred taxation
	Group

		2024
		£

	At beginning of year	135,635
	At end of year	135,635

Company

		2024
		£

	At beginning of year	52,722
	At end of year	52,722

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

Accelerated capital allowances	70,290	70,290	52,722	-
Tax losses carried forward	65,345	65,345	-	52,722
	135,635	135,635	52,722	52,722

Page 46

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Deferred Tax Provisions
	Group

		2024
		£

	At 1 January 2024	78,606
	Charged to profit or loss	(78,606)
	At 31 December 2024	-

Page 47

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.Deferred Tax Provisions (continued)

Company

		Total
		£

	At 31 December 2024	-

25.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

3,500 (2023 - 3,500) Ordinary shares of £1 each	3,500	3,500
1,324 (2023 - 1,324) Ordinary B shares of £1 each	1,324	1,324

	4,824	4,824

26.

Reserves

Share premium account

The share premium reserve includes the premium on issue of equity shares, net of any issue costs.

Capital redemption reserve

The capital redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares out of distributable profits.

Foreign exchange reserve

The foreign exchange reserve includes exchange differences which arise on consolidation of the foreign subsidiary.

Merger Reserve

The merger reserve arose on a past group reconstruction that was accounted for as a merger in accordance with UK GAAP as applied at that time FRS 102 maintains the use of merger accounting for group reconstruction.

Profit and loss account

The profit and loss reserve represents cumulative profits and losses, net of any dividends paid and other adjustments.

Page 48

PROMATIC HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £143,423 (2023 - £151,996). Contributions totalling £19,100 (2023 - £29,942) were payable to the fund at the balance sheet date and are included in creditors.

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	222,373	212,304
Later than 1 year and not later than 5 years	349,149	444,315
Later than 5 years	14,400	37,438
	585,922	694,057

29.Other financial commitments

The Group is party to cross guarantees in relation to various loan notes and bank facilities made available to other companies in the Group. The amounts outstanding in respect to guarantees as at 31 December 2024 are £1,726,189 (2023: £2,222,106).

30.	Related party transactions
	The remuneration of key management personnel is as follows.

		2024	2023
		£	£

Aggregate compensation

645,959

685,375

31.	Ultimate parent company and controlling party

The immediate parent company is RAM (102) Limited, a company registered in England and Wales.
The ultimate controlling party is RAM (102) Limited, a company registered in England and Wales.
The largest group to which the company's results are consolidated is that of RAM (102) Limited.
The consolidated financial statements of RAM (102) Limited can be obtained from Companies House.

Page 49