UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Company registration number 01974788 (England and Wales)
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
COMPANY INFORMATION
Directors
Mr M Butterworth
Mr J Black
M L De Bruin
Company number
01974788
Registered office
Unit E
Link 31 Willowbridge Way
Whitwood
Castleford
WF10 5NP
Auditor
Azets
Triune Court
Monks Cross Drive
York
YO32 9GZ
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Income statement
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 25
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 1 -
The directors present the strategic report for the year ended 31 March 2026.
Review of the business
The primary business of the company is the wholesale of vehicle parts through its two hubs in Castleford & Birmingham.
The business performance has met the shareholders' expectations given the current political and fiscal climate.
The company is constantly seeking ways to grow sales and reduce costs wherever possible and has undertaken significant cost review processes during the period.
Going Concern
The business has faced challenges in the 12-month period up to 31 March 2026 on sales, operating profit and PBIT, finding Q4 particularly difficult but finding resilience through strategic partnerships. This performance was in line with the expectations of the senior management team.
The business was acquired in 2023 by Euro Driveshaft Limited a UK based investment holding company which is part of Invicta Holdings Limited, a publicly listed South African Company on the Johannesburg Stock Exchange, looking to expand in Europe. Through investment and supplier optimisation, the business is continuing to grow and has made further acquisitions during the period.
In July 2025 the business completed a rebrand from Imexpart Ltd to UPG UK & Ireland Ltd, to further align with the goals and brand strength of its related companies in South Africa, Poland, Spain and Ukraine.
The core business has historically been sales of replacement parts for commercial vehicles, to fleets and to motor factors, however the focus is now driven toward motor factors. During the year the business has aligned further with this route to market and secured trading agreements to bolster this. The other core area of the business is the sale of engine parts to engine rebuilders; these are for both passenger car and commercial vehicles.
In February 2026 the business added a new range of Camshaft Modules and expanded the Pivotal Driveshaft range, achieving great success. The business continues to focus on bringing new products to market and plans to add further lines and ranges to complement the existing offering where appropriate through the next few years, the next launch being projected in June 2026.
Based on forecasts prepared by the management and signed off by the Group, the business has a reasonable expectation that UPG UK & Ireland Ltd has adequate resources to trade for the foreseeable future. Accordingly, the Company continues to adopt the going concern basis when preparing its annual accounts and financial statement.
Competition
The sector in which the business operates is a highly competitive one, therefore risk of competition is a crucial decision point when developing and introducing new ranges, considering factors such as product demand, availability and service levels. This is managed by the continuous development of ranges, and securing strong supply chain partners. The business is constantly exploring ways to both strengthen and grow the business.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
Principal risks and uncertainties
The activities of the business are always subject to risk, with the primary risk being that of competitors.
Economic Climate
The current economic climate presents challenges in the form of, Increased freight and fuel expenses on both import and despatch to customers, longer lead times from overseas suppliers, and pressures on profit margin due to the competitive nature of the industry. However, this is somewhat mitigated by an increase in demand for replacement automotive parts due to consumers delaying new vehicle purchases.
Liquidity Risk
The company fully expects to meet all its financial commitments as and when these fall due. These obligations are forecast to be met by operating cash flow and working capital management.
Customer Credit Risk
The business offers varying payment terms from “payment with order” to deferred payment options if circumstance warrant it. This comes with risk; however this risk is mitigated by the positive customer relationships and ongoing credit control.
Key performance indicators
The directors consider the main financial performance indicators are those that communicate the financial performance and strength of the company as a whole, those being turnover, operating profit margin and return of capital employed.
Turnover achieved in the period was £10,561,764 (2025 - £11,541,171) and overall operating profit was £17,413 (0.2%) (2025 - £501,803 (4.3%)). Loss before tax was £(68,846) (2025 - profit £445,366).
Return on capital employed has decreased to 0.38% from 10.58%, calculated as operating profit divided by capital employed. Capital employed being total assets minus current liabilities.
The directors are satisfied with these ratios and the company's performance during the year on ordinary activities.
Mr M Butterworth
Director
29 May 2026
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 3 -
The directors present their annual report and financial statements for the year ended 31 March 2026.
Principal activities
The principal activity of the company continued to be that of traders in commercial vehicle parts.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mrs N Chappell
(Resigned 22 July 2025)
Mr M Butterworth
Mr J Black
M L De Bruin
Auditor
The auditor, Azets, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as the directors are aware, there is no relevant audit information of which the company's auditor are unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditors are aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr M Butterworth
Director
29 May 2026
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2026
- 4 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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 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.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF UPG UK & IRELAND LIMITED
- 5 -
Opinion
We have audited the financial statements of UPG UK & Ireland Limited (the 'company') for the year ended 31 March 2026 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (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 March 2026 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.
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 Auditor's 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 UK, including the FRC’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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF UPG UK & IRELAND LIMITED (CONTINUED)
- 6 -
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, 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.
Auditor's 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 auditor's 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.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF UPG UK & IRELAND LIMITED (CONTINUED)
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accounting period.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
This report is made solely to the company’s member 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 member, those matters we are required to state to the member in an auditor's 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 member, for our audit work, for this report, or for the opinions we have formed.
Edward Cliff (Senior Statutory Auditor)
For and on behalf of Azets, Statutory Auditor
Chartered Accountants
Triune Court
Monks Cross Drive
York
YO32 9GZ
1 June 2026
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2026
- 8 -
2026
2025
Notes
£
£
Revenue
3
10,561,764
11,541,171
Cost of sales
(6,531,486)
(6,925,155)
Gross profit
4,030,278
4,616,016
Distribution costs
(2,750,926)
(2,741,703)
Administrative expenses
(1,266,386)
(1,375,238)
Other operating income
4,447
2,728
Operating profit
4
17,413
501,803
Finance costs
8
(86,259)
(56,437)
(Loss)/profit before taxation
(68,846)
445,366
Tax on (loss)/profit
9
104,118
(134,524)
Profit and total comprehensive income for the financial year
35,272
310,842
The income statement has been prepared on the basis that all operations are continuing operations.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2026
31 March 2026
- 9 -
2026
2025
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
10
2,651,408
2,839,082
Right-of-use assets
10
104,133
165,471
2,755,541
3,004,553
Current assets
Inventories
11
2,983,307
3,227,642
Trade and other receivables
12
2,049,263
1,943,236
Cash and cash equivalents
443,474
326,206
5,476,044
5,497,084
Current liabilities
13
(3,622,654)
(3,760,922)
Net current assets
1,853,390
1,736,162
Total assets less current liabilities
4,608,931
4,740,715
Non-current liabilities
13
(167,203)
(290,281)
Provisions for liabilities
Deferred tax liabilities
18
(27,851)
(71,829)
Net assets
4,413,877
4,378,605
Equity
Called up share capital
20
5,000
5,000
Revaluation reserve
21
460,897
460,897
Retained earnings
3,947,980
3,912,708
Total equity
4,413,877
4,378,605
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 29 May 2026 and are signed on its behalf by:
Mr M Butterworth
Director
Company registration number 01974788 (England and Wales)
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 10 -
Share capital
Revaluation reserve
Retained earnings
Total
£
£
£
£
Balance at 1 April 2024
5,000
460,897
3,601,866
4,067,763
Period ended 31 March 2025:
Profit and total comprehensive income
-
-
310,842
310,842
Balance at 31 March 2025
5,000
460,897
3,912,708
4,378,605
Year ended 31 March 2026:
Profit and total comprehensive income
-
-
35,272
35,272
Balance at 31 March 2026
5,000
460,897
3,947,980
4,413,877
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 11 -
1
Accounting policies
Company information
UPG UK & Ireland Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit E, Link 31 Willowbridge Way, Whitwood, Castleford, WF10 5NP. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.
The financial statements have been prepared under the historical cost convention, except for the revaluation of land and buildings. The principal accounting policies adopted are set out below.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
the requirements of IAS 7 'Statement of Cashflows' to present a statement of cash flows;
disclosure of key management personnel compensation;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment;
a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;
the requirements of IAS 24 'Related Party disclosures' to disclose relate3d party transactions and balances between two or ore members of a group.
UPG UK & Ireland Limited is a wholly owned subsidiary of Euro Driveshafts Limited. The parent company and the results of UPG UK & Ireland Limited are included in the consolidated financial statements of Invicta Holdings Limited, the ultimate parent company, which are available from 3 Droste Crescent, Droste Park, Johannesburg, South Africa.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.
1.3
Revenue
Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 12 -
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
Buildings straightline over 50 years and no depreciation on land
Leasehold improvements
Straightline over 10 years / the length of the lease
Fixtures, fittings & equipment
Straightline over 2 to 10 years
Plant and machinery
Straightline over 5 years
Computer equipment
Straightline over 3 years
Motor vehicles
Straightline over 4 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.5
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Inventories
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.
Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 13 -
1.7
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.9
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 14 -
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
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 inventories or non-current 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 of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 15 -
1.14
Leases
As lessee
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is reassessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.15
Grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 16 -
2
Critical accounting estimates and judgements
In the application of the company’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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty
Stock provision
Stock is valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provision for slow moving and obsolete stock. Calculation of these provisions requires judgments to be made, and is based on the demand for products and managements expertise.
3
Revenue
2026
2025
£
£
Revenue analysed by class of business
Sales of goods
10,561,764
11,541,171
2026
2025
£
£
Other income
Grants received
2,728
2,728
Sundry income
1,719
4,447
2,728
4
Operating profit
2026
2025
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
24,298
(4,110)
Government grants
(2,728)
(2,728)
Depreciation of property, plant and equipment
228,962
228,178
Profit on disposal of property, plant and equipment
(5,603)
(16,150)
Depreciation of right of use assets
61,338
65,952
Cost of inventories recognised as an expense
6,531,486
6,925,155
5
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
26,000
24,500
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 17 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2026
2025
Number
Number
Distribution and administration
75
78
Their aggregate remuneration comprised:
2026
2025
£
£
Wages and salaries
2,399,949
2,458,125
Social security costs
287,137
240,143
Pension costs
65,067
72,731
2,752,153
2,770,999
7
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
168,525
222,029
Company pension contributions to defined contribution schemes
8,934
13,534
177,459
235,563
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2025 - 3).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2026
2025
£
£
Remuneration for qualifying services
n/a
97,850
Company pension contributions to defined contribution schemes
n/a
6,351
As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 18 -
8
Finance costs
2026
2025
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
73,191
30,672
Interest on lease liabilities
13,068
25,765
86,259
56,437
9
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
26,365
172,707
Adjustments in respect of prior periods
(86,505)
-
Total UK current tax
(60,140)
172,707
Deferred tax
Origination and reversal of temporary differences
(43,978)
(38,183)
Total tax (credit)/charge
(104,118)
134,524
The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:
2026
2025
£
£
(Loss)/profit before taxation
(68,846)
445,366
Expected tax (credit)/charge based on a corporation tax rate of 25.00% (2025: 25.00%)
(17,212)
111,342
Effect of expenses not deductible in determining taxable profit
297
5,259
Adjustment in respect of prior years
(86,505)
Permanent capital allowances in excess of depreciation
43,280
56,106
Deferred taxation movement
(43,978)
(38,183)
Taxation (credit)/charge for the year
(104,118)
134,524
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 19 -
10
Property, plant and equipment
Freehold land and buildings
Leasehold improvements
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 April 2025
2,400,000
343,689
108,753
599,939
429,933
724,852
4,607,166
Additions
2,924
6,850
3,762
31,017
44,553
Disposals
(26,119)
(26,119)
At 31 March 2026
2,400,000
343,689
111,677
606,789
433,695
729,750
4,625,600
Accumulated depreciation and impairment
At 1 April 2025
80,667
162,235
108,721
514,908
386,075
350,007
1,602,613
Charge for the year
68,605
841
24,887
26,591
169,376
290,300
Eliminated on disposal
(22,854)
(22,854)
At 31 March 2026
80,667
230,840
109,562
539,795
412,666
496,529
1,870,059
Carrying amount analysed between owned assets and right-of-use assets
At 31 March 2026
Owned assets
2,319,333
8,716
2,115
66,994
21,029
233,221
2,651,408
Right-of-use assets
-
104,133
-
-
-
-
104,133
2,319,333
112,849
2,115
66,994
21,029
233,221
2,755,541
At 31 March 2025
Owned assets
2,319,333
15,983
32
85,031
43,858
374,845
2,839,082
Right-of-use assets
-
165,471
-
-
-
-
165,471
2,319,333
181,454
32
85,031
43,858
374,845
3,004,553
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 20 -
Property, plant and equipment includes right-of-use assets, as follows:
Right-of-use assets
2026
2025
£
£
Net values at the year end
Property
104,133
165,471
Depreciation charge for the year
Property
61,338
65,952
The cost of the right of use assets is £253,363 (2025 - £253,363).
11
Inventories
2026
2025
£
£
Finished goods
2,983,307
3,227,642
The finished goods figure includes an inventory provision of £234,924 (2025 - £303,105).
12
Trade and other receivables
2026
2025
£
£
Trade receivables
1,427,566
1,561,175
Provision for bad and doubtful debts
(1,695)
(9,662)
1,425,871
1,551,513
Amounts owed by fellow group undertakings
157,845
146,913
Other receivables
160,000
-
Prepayments and accrued income
305,547
244,810
2,049,263
1,943,236
The trade debtors were the subject of an invoice discounting agreement. The value of trade debtors to which this agreement relates is £nil (2025 - £1,396,341).
During the year the company settled the balance on invoice finance arrangement and closed the facility.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 21 -
13
Liabilities
Current
Non-current
2026
2025
2026
2025
Notes
£
£
£
£
Borrowings
14
679,602
Trade and other payables
15
2,999,705
2,369,167
17,290
25,106
Corporation tax
114,427
176,292
-
-
Other taxation and social security
430,121
441,259
-
-
Lease liabilities
16
75,673
91,874
76,263
188,797
Deferred income
17
2,728
2,728
73,650
76,378
3,622,654
3,760,922
167,203
290,281
14
Borrowings
2026
2025
£
£
Borrowings held at amortised cost:
Bank loans
-
679,602
2026
2025
£
£
Secured borrowings included above:
Bank loans
679,602
During the year the company settled the balance on invoice finance arrangement and closed the facility. The invoice finance agreement was secured by a fixed and floating charge over the assets of the company.
Included within bank loans is £nil (2025 - £679,602) due in relation to invoice finance arrangements.
15
Trade and other payables
Current
Non-current
2026
2025
2026
2025
£
£
£
£
Trade payables
1,228,453
1,121,371
Amount owed to parent undertaking
960,297
Amounts owed to fellow group undertakings
765,000
765,000
-
-
Accruals and deferred income
5,117
36,056
Other payables
40,838
446,740
17,290
25,106
2,999,705
2,369,167
17,290
25,106
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 22 -
16
Lease liabilities
2026
2025
Maturity analysis of lease payments
£
£
Within one year
81,788
100,604
In two to five years
80,187
198,837
Total undiscounted liabilities
161,975
299,441
Future finance charges and other adjustments
(10,039)
(18,770)
Lease liabilities in the financial statements
151,936
280,671
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2026
2025
£
£
Current liabilities
75,673
91,874
Non-current liabilities
76,263
188,797
151,936
280,671
Other leasing information is included in note 22.
17
Deferred revenue
2026
2025
£
£
Arising from government grants
76,378
79,106
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 23 -
18
Deferred taxation
Liabilities
2026
2025
£
£
Deferred tax balances
27,851
71,829
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Accelerated captial allowances
£
Liability at 1 April 2024
110,012
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(38,183)
Liability at 1 April 2025
71,829
Deferred tax movements in current year
Charge/(credit) to profit or loss
(43,978)
Liability at 31 March 2026
27,851
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 24 -
19
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
65,067
72,731
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The amount outstanding in creditors relating to defined contribution schemes is £11,128 (2025 - £12,780).
20
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Authorised
Ordinary of £1 each
4,996
4,996
4,996
4,996
Ordinary-A of £1 each
4
4
4
4
5,000
5,000
5,000
5,000
Issued and fully paid
Ordinary of £1 each
4,996
4,996
4,996
4,996
Ordinary-A of £1 each
4
4
4
4
5,000
5,000
5,000
5,000
21
Revaluation reserve
2026
2025
£
£
At the beginning and end of the year
460,897
460,897
The revaluation reserves relates to freehold land & buildings previously held at fair value before transition to FRS101.
22
Other leasing information
As lessee
Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:
2026
2025
Amounts recognised in profit or loss:
£
£
Expense relating to short-term leases
74,626
76,989
Information relating to lease liabilities is included in note 16.
UPG UK & IRELAND LIMITED
(FORMERLY IMEXPART LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 25 -
23
Controlling party
The parent company is Euro Driveshafts Limited, by virtue of 100% shareholding in the company.
The ultimate parent company of the smallest and largest group, for which consolidated accounts are prepared, to which the company belongs is Invicta Holdings Limited, a company incorporated in South Africa. The registered office of Invicta Holdings Limited is 3 Droste Crescent, Droste Park, Johannesburg, South Africa
The following are the parents of the largest and smallest groups in which this company's results are consolidated:
Largest group
Invicta Holdings Limited
Smallest group
Invicta Holdings Limited
2026-03-312025-04-01Mrs N ChappellMr M ButterworthMr J BlackM L De BruinfalsefalseCCH SoftwareiXBRL Review & Tag 2025.2019747882025-04-012026-03-3101974788bus:Director22025-04-012026-03-3101974788bus:Director32025-04-012026-03-3101974788bus:Director42025-04-012026-03-3101974788bus:Director12025-04-012026-03-3101974788bus:RegisteredOffice2025-04-012026-03-31019747882026-03-31019747882024-04-012025-03-3101974788core:RetainedEarningsAccumulatedLosses2025-04-012026-03-3101974788core:RetainedEarningsAccumulatedLosses2024-04-012025-03-31019747882025-03-3101974788core:LandBuildingscore:OwnedOrFreeholdAssets2026-03-3101974788core:LandBuildingscore:LeasedAssetsHeldAsLessee2026-03-3101974788core:PlantMachinery2026-03-3101974788core:FurnitureFittings2026-03-3101974788core:ComputerEquipment2026-03-3101974788core:MotorVehicles2026-03-3101974788core:ContinuingOperations2026-03-3101974788core:LandBuildingscore:OwnedOrFreeholdAssets2025-03-3101974788core:LandBuildingscore:LeasedAssetsHeldAsLessee2025-03-3101974788core:PlantMachinery2025-03-3101974788core:FurnitureFittings2025-03-3101974788core:ComputerEquipment2025-03-3101974788core:MotorVehicles2025-03-3101974788core:CurrentFinancialInstruments2026-03-3101974788core:CurrentFinancialInstruments2025-03-3101974788core:Non-currentFinancialInstruments2026-03-3101974788core:Non-currentFinancialInstruments2025-03-3101974788core:AcceleratedTaxDepreciationDeferredTax2024-03-3101974788core:ShareCapital2026-03-3101974788core:ShareCapital2025-03-3101974788core:RevaluationReserve2026-03-3101974788core:RevaluationReserve2025-03-3101974788core:RetainedEarningsAccumulatedLosses2026-03-3101974788core:RetainedEarningsAccumulatedLosses2025-03-3101974788core:RevaluationReserve2024-03-31019747882024-03-3101974788core:ShareCapitalOrdinaryShares2026-03-3101974788core:ShareCapitalOrdinaryShares2025-03-3101974788core:UKTax2025-04-012026-03-3101974788core:UKTax2024-04-012025-03-3101974788core:LandBuildingscore:OwnedOrFreeholdAssets2025-03-3101974788core:LandBuildingscore:LeasedAssetsHeldAsLessee2025-03-3101974788core:PlantMachinery2025-03-3101974788core:FurnitureFittings2025-03-3101974788core:ComputerEquipment2025-03-3101974788core:MotorVehicles2025-03-31019747882025-03-3101974788core:LandBuildingscore:OwnedOrFreeholdAssets2025-04-012026-03-3101974788core:LandBuildingscore:LeasedAssetsHeldAsLessee2025-04-012026-03-3101974788core:PlantMachinery2025-04-012026-03-3101974788core:FurnitureFittings2025-04-012026-03-3101974788core:ComputerEquipment2025-04-012026-03-3101974788core:MotorVehicles2025-04-012026-03-3101974788core:CurrentFinancialInstrumentscore:WithinOneYear2026-03-3101974788core:CurrentFinancialInstrumentscore:WithinOneYear2025-03-3101974788core:Non-currentFinancialInstrumentscore:AfterOneYear2026-03-3101974788core:Non-currentFinancialInstrumentscore:AfterOneYear2025-03-3101974788core:FinancialLiabilitiesAmortisedCostcore:Secured2026-03-3101974788core:FinancialLiabilitiesAmortisedCostcore:Secured2025-03-3101974788bus:PrivateLimitedCompanyLtd2025-04-012026-03-3101974788bus:FRS1012025-04-012026-03-3101974788bus:Audited2025-04-012026-03-3101974788bus:FullAccounts2025-04-012026-03-31xbrli:purexbrli:sharesiso4217:GBP