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Registered number: 01968377 SWISSPEARL GB LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SWISSPEARL GB LTD COMPANY INFORMATION
Directors | Aleksandar Horvat
| Morten Sorensen
| Marco Wenger
| Michael Norton (Appointed 29 September)
Company secretary | Gavin Finall
Registered number | 01968377
Registered office | Unit1 A
| Birchwood One Business Park
| Dewhurst Road
| Birchwood
| Cheshire
| WA3 7GB
Independent auditors | WR Partners
| Chartered Accountants & Statutory Auditors
| 3 Royal Court
| Gadbrook Way
| Gadbrook Park
| Northwich
| Cheshire
| CW9 7UT
SWISSPEARL GB LTD CONTENTS
| Page
Strategic report | 1
Directors' report | 2 - 3
Independent auditors' report | 4 - 7
Statement of comprehensive income | 8
Statement of financial position | 9
Statement of changes in equity | 10
Notes to the financial statements | 11 - 27
SWISSPEARL GB LTD STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
Strategic Report for Year Ended 31 December 2025.
Business review
The principal activity of Swisspearl GB Ltd is the sale of construction materials. Swisspearl AG, Switzerland specialises in the manufacture of materials for construction applications. There have not been any changes in the company's principal activities in the year under review. 2025 proved to be an improved year for Swisspearl GB Ltd compared to 2024 with the Turnover increasing year on year. Slate sales were the driving force in 2025 as customers returned that we had serviced in prior years, this was coupled with continued sales in Corrugated materials during 2025. An Increase in sales of 8.7% (2025: £39.9 mil vs 2024: £36.7 mil), was unable to reverse a decrease in the gross profit margin to 18.95% (2024: 19.770%). Profit before tax increased year on year to 3.5% £1.4m (2024 £1.227m), due to savings in Distribution costs in the year as efficiencies in loading supplies to customers helped reduce this. Swisspearl GB Ltd is strongly positioned in the building materials market and intends to generate growth by introducing new products and services from the Swisspearl portfolio. We have also seen a competitor in the slate market leave which will give us greater scope to increase sales in that section.
Principal risks and uncertainties
Foreign exchange risk The Company's activities do not expose it to the financial risks of changes in foreign exchange rates. Credit risk The company's principal financial assets are bank balances, trade and other debtors, and stock. The company's credit risk is primarily attributable to its trade debtors. The company does not feel that there is a significant credit risk in the business, based on prior experience. The sales of the business are spread over a large number of customers and therefore the business would not be significantly affected by the loss of a major customer. The company also carries a credit insurance policy. Credit risk is also aided by the use of credit insurance were applicable to provide assurance and aid in setting credit limits and terms. Liquidity risk In terms of liquidity, the company is in a strong financial position and continues to generate cash. The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs.
Financial key performance indicators
The Company continuously monitors performance against forecasts and the prior year’s market position and market share. The main KPIs used by management are EBITDA of £1.78m (2024: £1.58m) and turnover of £39.9mil (2024: £36.7 mil). This report was approved by the board on 8 May 2026 and signed on its behalf.
Michael Norton Director
Page 1
SWISSPEARL GB LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report and the 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £1,039,135 (2024 - £920,627). No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who served during the year were:
Aleksandar Horvat
Cormac Murphy (resigned 17 July 2025)
Morten Sorensen
Marco Wenger
Michael Norton (Appointed 29 September 2025)
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'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's auditors are aware of that information. Page 2
SWISSPEARL GB LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
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 8 May 2026 and signed on its behalf.
Michael Norton (Appointed 29 September) Director
Page 3
SWISSPEARL GB LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SWISSPEARL GB LTD
Opinion
We have audited the financial statements of SWISSPEARL GB LTD (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the 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 Company's affairs as at 31 December 2025 and of its 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 Company 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 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
SWISSPEARL GB LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SWISSPEARL GB LTD (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 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 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 Company or to cease operations, or have no realistic alternative but to do so. Page 5
SWISSPEARL GB LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SWISSPEARL GB LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 (FRS 102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, health and safety regulations, ISO9001 and UK General Data Protection Regulation. We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to gain their understanding. Based on our understanding, our procedures involved enquiries of management, manual journal testing, cash book reviews for large and unusual transactions and challenging management on key accounting estimates and judgements. 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 6
SWISSPEARL GB LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SWISSPEARL GB LTD (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Fran Johnson BSc BFP FCA (Senior statutory auditor) for and on behalf of WR Partners Chartered Accountants Statutory Auditors 3 Royal Court Gadbrook Way Gadbrook Park Northwich Cheshire CW9 7UT 11 May 2026 Page 7
SWISSPEARL GB LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 39,864,546 | 36,696,708
Cost of sales |  | (32,759,176) | (29,847,538)
Gross profit |  | 7,105,370 | 6,849,170
Distribution costs |  | (4,551,800) | (5,004,796)
Administrative expenses |  | (1,275,560) | (700,137)
Operating profit | 5 | 1,278,010 | 1,144,237
Interest receivable and similar income | 9 | 146,377 | 116,656
Profit before tax |  | 1,424,387 | 1,260,893
Tax on profit | 10 | (385,252) | (340,266)
Profit for the financial year |  | 1,039,135 | 920,627
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 11 to 27 form part of these financial statements.
Page 8
SWISSPEARL GB LTD REGISTERED NUMBER: 01968377 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 44,828 |  | 42,467
|  |  | 44,828 |  | 42,467
Current assets |  |  |  |  |
Stocks | 13 | 3,873,823 |  | 4,034,540 |
Debtors: amounts falling due within one year | 14 | 7,362,512 |  | 5,933,589 |
Cash at bank and in hand | 15 | 4,565,655 |  | 2,833,795 |
|  | 15,801,990 |  | 12,801,924 |
Creditors: amounts falling due within one year | 16 | (7,405,353) |  | (5,442,061) |
Net current assets |  |  | 8,396,637 |  | 7,359,863
Total assets less current liabilities |  |  | 8,441,465 |  | 7,402,330
Net assets |  |  | 8,441,465 |  | 7,402,330
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 500,000 |  | 500,000
Other reserves | 19 |  | 600,000 |  | 600,000
Profit and loss account | 19 |  | 7,341,465 |  | 6,302,330
|  |  | 8,441,465 |  | 7,402,330
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 May 2026.
Michael Norton
Director
The notes on pages 11 to 27 form part of these financial statements. Page 9
SWISSPEARL GB LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 500,000 | 600,000 | 5,381,703 | 6,481,703
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 920,627 | 920,627
Total comprehensive income for the year | - | - | 920,627 | 920,627
At 1 January 2025 | 500,000 | 600,000 | 6,302,330 | 7,402,330
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 1,039,135 | 1,039,135
Total comprehensive income for the year | - | - | 1,039,135 | 1,039,135
At 31 December 2025 | 500,000 | 600,000 | 7,341,465 | 8,441,465
| The notes on pages 11 to 27 form part of these financial statements.
Page 10
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Swisspearl GB Ltd is a private company, limited by shares and incorporated in England and Wales. The address of the registered office and the principal place of business are the same and detailed on the company information page. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Swisspearl Group AG as at 31 December 2025 and these financial statements may be obtained from Swisspearl Group AG, Eternitstrasse 3 Niederurnen, GLARUS, 8867 Switzerland. Page 11
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. 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 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'.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company 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 Company 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.
| 2.5 | Operating leases: the Company 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. Page 12
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | 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.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.10 | 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 reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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 reporting date. Page 13
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | 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:
|  |  |  | Computer software | - | 50% |
| 2.12 | 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, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 10% | to 33.3% straight line
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.
| 2.13 | 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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting 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.
| 2.14 | 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. Page 14
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | 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.
| 2.16 | 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.
| 2.17 | 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.
| 2.18 | Financial instruments
The Company 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 Company's Statement of financial position when the Company 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. 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 Company after the deduction of all its liabilities. Page 15
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled. Page 16
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgments, 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 judgments and estimates The following judgments and estimates have had the most significant effect on amounts recognised in the financial statements. Stock Provision Management use estimation to calculate the provision of stock held by reviewing slow moving stock and providing for the stock that are older than 3 years. This policy is set at group level and management deem it is an appropriate reflection of the life of the stock and for customer safety purposes. The stock provision recognised at the reporting date amounts to £128,000 (2024: £47,000)
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of goods | 39,652,451 | 36,532,581
| Intercompany | 212,095 | 164,127
|  | 39,864,546 | 36,696,708
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 39,652,451 | 36,532,581
| Rest of Europe | 212,095 | 164,127
|  | 39,864,546 | 36,696,708
Page 17
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | 48,883 | (4,327)
| Other operating lease rentals | 48,693 | 55,577
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 34,520 | 31,165
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 1,512,557 | 1,479,467
| Social security costs | 194,132 | 176,962
| Cost of defined contribution scheme | 92,535 | 89,489
|  | 1,799,224 | 1,745,918
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Sales and distribution | 13 | 18
|  | Administration | 9 | 5
|  |  | 22 | 23
Page 18
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 48,896 | -
| Company contributions to defined contribution pension schemes | 7,061 | -
|  | 55,957 | -
| During the year retirement benefits were accruing to 1 director (2024 - NIL) in respect of defined contribution pension schemes.
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 146,377 | 116,656
|  | 146,377 | 116,656
Page 19
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 388,302 | 348,948
|  | 388,302 | 348,948
| Total current tax | 388,302 | 348,948
| Deferred tax |  |
| Origination and reversal of timing differences | (3,050) | (8,682)
| Total deferred tax | (3,050) | (8,682)
| Tax on profit | 385,252 | 340,266
Page 20
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,424,387 | 1,260,893
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 356,097 | 315,223
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 29,155 | 25,043
| Total tax charge for the year | 385,252 | 340,266
| Factors that may affect future tax charges
There are no factors affecting future tax charges. Page 21
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Intangible assets
|  | Computer Software
|  | £
| Cost |
| At 1 January 2025 | 4,659
| At 31 December 2025 | 4,659
| Amortisation |
| At 1 January 2025 | 4,659
| At 31 December 2025 | 4,659
| Net book value |
| At 31 December 2025 | -
| At 31 December 2024 | -
Page 22
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
|  | Fixtures and fittings
|  | £
| Cost or valuation |
| At 1 January 2025 | 53,178
| Additions | 13,790
| At 31 December 2025 | 66,968
| Depreciation |
| At 1 January 2025 | 10,711
| Charge for the year on owned assets | 11,429
| At 31 December 2025 | 22,140
| Net book value |
| At 31 December 2025 | 44,828
| At 31 December 2024 | 42,467
Page 23
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 3,873,823 | 4,034,540
|  | 3,873,823 | 4,034,540
| At 31 December 2025, stock has been provided for at £127,527 (2024: £46,554).
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 7,209,762 | 5,768,197
| Amounts owed by group undertakings | 37,207 | 31,794
| Other debtors | 16,212 | 14,287
| Prepayments and accrued income | 83,374 | 106,404
| Deferred taxation | 15,957 | 12,907
|  | 7,362,512 | 5,933,589
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 4,565,655 | 2,833,795
| Less: bank overdrafts | - | (37,633)
|  | 4,565,655 | 2,796,162
Page 24
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | - | 37,633
| Trade creditors | 1,500,176 | 1,087,047
| Amounts owed to group undertakings | 3,269,111 | 1,707,359
| Corporation tax | 80,877 | 66,733
| Other taxation and social security | 667,742 | 570,415
| Accruals and deferred income | 1,887,447 | 1,972,874
|  | 7,405,353 | 5,442,061
17. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | 12,907
| Charged to profit or loss | 3,050
| At end of year | 15,957
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (7,760) | (9,812)
| Short term timing differences | 23,717 | 22,719
|  | 15,957 | 12,907
| It is expected that all of the short term timing differences will be reversed within the next 12 months.
Page 25
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 500,000 (2024 - 500,000) Ordinary shares shares of £1.00 each | 500,000 | 500,000
19. | Reserves
Other reserves This reserve represents undistributable reserves which are not available for distribution to sharehoders. Profit and loss account This reserve records retained earnings and accumulated losses less dividends paid.
20. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £15,196 (2024 - £974) were payable to the fund at the reporting date and are included in creditors.
21. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 452,037 | 376,301
| Later than 1 year and not later than 5 years | 812,080 | 159,886
|  | 1,264,117 | 536,187
22. | Related party transactions
| Swisspearl (Switzerland) AG & Swisspearl Österreich GmbH are identfied as related party entities however they are not disclosed within amounts owed to group undertakings. The amounts owed to these entities as at 31 December 2025 is £194,420 & £30,181 (2024: £47,799 & £40,908) respectively.
Page 26
SWISSPEARL GB LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Controlling party
Swisspearl Nordic A/S, incorporated in Denmark, is the immediate parent company. Swisspearl Group AG, incorporated in Switzerland, is the ultimate parent company and controlling party. Swisspearl Group AG is the largest and smallest group to consolidate these financial statements.
Page 27