PG Source Acquisition Ltd Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 14218939

PG SOURCE ACQUISITION LTD

FILLETED FINANCIAL STATEMENTS

31 December 2024

PG SOURCE ACQUISITION LTD

STATEMENT OF FINANCIAL POSITION

31 December 2024

	2024		2023
Note	£	£	£

Fixed assets

Investments	5		3,007,172	3,007,172

Creditors: amounts falling due within one year	6	7,559,458		9,271,603
		-------------		-------------
Net current liabilities			7,559,458	9,271,603
			-------------	-------------
Total assets less current liabilities			( 4,552,286)	( 6,264,431)
			-------------	-------------

Capital and reserves

Called up share capital	7	21	11
Share premium account	8	4,265,530	2,349,990
Profit and loss account	8	( 8,817,837)	( 8,614,432)
		-------------	-------------
Shareholder deficit		( 4,552,286)	( 6,264,431)
		-------------	-------------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

The director acknowledges her responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements were approved by the board of directors and authorised for issue on 29 September 2025 , and are signed on behalf of the board by:

E C Welles-Gertz
Director

Company registration number: 14218939

PG SOURCE ACQUISITION LTD

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Bicester Innovation Centre, Commerce House, Telford Road, Bicester, OX26 4LD, England.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The financial statements of the Company have been prepared on a going concern basis, which assumes the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The directors have assessed the Company’s ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements, taking into account the following factors: As at 31 December 2024, the Company owed £7,050,000 to its immediate parent undertaking, PG Source Acquisition Inc, under a loan note agreement. The loan accrues interest at 2.97% per annum and is repayable on demand by the Company. As of the date of signing these financial statements, the loan has not been called, and the directors have no expectation that it will be called within the next 12 months, based on ongoing discussions with PG Source Acquisition Inc, its historical support and the letter of of support provided by PG Source Topco, LLC, PG Source Acquisition Inc and its lead investor, ParkerGale. Whereby it is agreed that it is their current intention that, if the Company and its subsidiary require further funding, they will enter into a non- binding discussion to consider the long-term funding requirements of the Company at that point with the likely outcome to provide additional funding as required. The letter also agrees that PG Source Topco, LLC, PG Source Acquisition Inc and its lead investor, ParkerGale will not recall the amounts due from PG Source Acquisition Ltd for a period of at least 12 months from the expected date of approval of these financial statements. In addition, the Company owed £2,221,603 as at 31 December 2024, comprising £1,721,603 due to other group undertakings and £500,000 due to other creditors. In July 2024, the £500,000 liability to other creditors was transferred to PG Source Topco, LLC, increasing the total amount owed to them. Furthermore, in March 2024, the Company converted the payable to equity via a subscription letter to PG Source Acquisition Inc. for 10 shares with a total value of £1,915,550, settled through the forgiveness of an equivalent amount of debt owed to PG Source Acquisition Inc. The directors have prepared detailed forecasts covering a period of at least 12 months from the date of signing, incorporating assumptions around operational performance and the continued support of PG Source Topco, LLC, PG Source Acquisition Inc and its lead investor, ParkerGale. Based on these forecasts and the financial arrangements outlined above, the directors conclude that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis remains appropriate for the preparation of these financial statements.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Impairment of fixed asset investments The Company prepared a discounted cashflow forecast to assess the future earnings of the assets acquired to assess whether an impairment loss is required. The discounted cashflow is discounted by a weighted cost of capital, applied by management, when comparing the future forecasts to the value in use of the CGUs acquired.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.

Investments in joint ventures

Investments in jointly controlled entities accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in jointly controlled entities accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the joint venture arising before or after the date of acquisition.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 1 (2023: 1 ).

5. Investments

	Shares in participating interests
	£
Cost
At 1 January 2024 and 31 December 2024	11,310,816
	---------------
Impairment
At 1 January 2024 and 31 December 2024	8,303,644
	---------------

Carrying amount
At 31 December 2024	3,007,172
	---------------
At 31 December 2023	3,007,172
	---------------

6. Creditors: amounts falling due within one year

	2024	2023
	£	£
Amounts owed to group undertakings and undertakings in which the company has a participating interest	7,059,458	8,771,603
Other creditors	500,000	500,000
	-------------	-------------
	7,559,458	9,271,603
	-------------	-------------

Included in amounts owed to group undertakings is a loan of £7,050,000 which is repayable on demand and attracts interest at 2.97%, the remaining balance is repayable on demand and is provided interest free.

7. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 1 each	21	21	11	11
	----	----	----	----

On 26 March 2024, the company issued 10 ordinary shares of £1 each for a total consideration of £1,915,550.

8. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Profit and loss account - This reserve records retained earnings and accumulated losses.

9. Summary audit opinion

The auditor's report dated 29 September 2025 was unqualified .

The senior statutory auditor was David Guest FCA , for and on behalf of UHY Hacker Young (S.E.) Limited .

10. Related party transactions

The company has taken advantage of the exemption available under Section 33 of FRS 102 and has not disclosed details of transactions or balances with other wholly-owned group companies.

11. Controlling party

The immediate parent company of the company is PG Source Acquisition Inc, a company registered in the US. PG Source Topco LLC is the parent undertaking of the smallest group of undertakings for which group accounts are drawn of which the company is a member. The registered office is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The accounts are not publicly available. The ultimate contorting party is ParkerGale Capital II LP by owning more than 50% but less than 75% of the shares in PG Source Investment LLC as at year ended December 2024.