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Registration number: 02214024

Unisurge International Limited

Annual Report and Financial Statements

for the Period from 1 July 2024 to 31 December 2025

 

Unisurge International Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 8

Statement of Directors' Responsibilities

9

Independent Auditor's Report

10 to 12

Profit and Loss Account

13

Statement of Comprehensive Income

14

Balance Sheet

15

Statement of Changes in Equity

16

Notes to the Financial Statements

17 to 30

 

Unisurge International Limited

Company Information

Directors

S Wilson

T Menitz

H Mägdefrau

Company secretary

S Wilson

Registered office

Farboud Innovation Park
Formula Drive
Newmarket
Suffolk
CB8 0BF

Auditors

Hawsons Chartered Accountants
Pegasus House
463a Glossop Road
Sheffield
South Yorkshire
S10 2QD

 

Unisurge International Limited

Strategic Report for the Period from 1 July 2024 to 31 December 2025

The directors present their strategic report for the period from 1 July 2024 to 31 December 2025.

Principal activity

The principal activity of the company is the production and distribution of sterile procedure packs ("Theatre Packs"), wound care products, drapes and gowns, and single use surgical instruments to the healthcare market.

Fair review of the business

The company’s like for like sales have decreased by comparison with the 12 months ended 30 June 2024 with a 1.1% pro rata decrease when compared with the preceding 12 months. This is behind expectations as it was expected that the NHS would continue to increase the number of operations taking place in response to the backlog exacerbated by the COVID-19 pandemic. Profit before taxation for the period has decreased from £6,211,000 in the previous year to £5,737,000.

The company continues to operate in a highly competitive market and is adapting in order to deliver necessary savings for the budget constrained NHS trusts. The market remains challenging for the year ahead, but the board is committed to continuing its investment strategy to support and sustain revenue growth. This is demonstrated by previous development work undertaken at the Newmarket site, which has improved production capacity by up to 40% and storage/distribution capacity by 30%.

The balance sheet on page 15 shows the company’s financial position, with net assets of £47,309,000 (2024: £55,187,000), after paying a dividend of £12,000,000 during the period.

Part of the company’s service to customers is the holding of sufficient stocks to meet customer demands on a timely basis. As a result, and due to persistently long lead times on certain raw materials, stockholding of three months’ demand is targeted; period end stock was £11,524,000, a value considered consistent with activity levels at the balance sheet date and compared with £13,921,000 at the previous year end. The slight reduction in stockholding at period end reflects improvements in stock management processes. At 31 December 2025, the company’s cash levels had decreased from £7,899,000 to £6,925,000 and the Directors were pleased to report that all external debt had been paid off.

Principal risks and uncertainties

The company operates in a highly competitive market which is a continuing risk and could result in it losing sales to its key competitors. The company manages this risk by providing value added services to its customers, having fast response times to customer queries and maintaining strong relationships with its customers, in addition to being very competitive on price.

The economic climate continues to be challenging; the directors are aware that any plans for the future development of the business may be subject to unforeseen events outside their control. However, the directors will continue to show flexibility and respond to market conditions as well as maintaining a commitment to be at the forefront of any innovation within the industry. Certain financial risks, including exposure to foreign exchange rates and interest rate risk are mitigated through the use of appropriate derivative financial instruments. The company is now well placed to take advantage of opportunities as they arise. The board expects that the company will achieve further profitable results for the foreseeable future and is confident that the accounts can be most appropriately prepared on a going concern basis.

Additional uncertainty can come in the form of geopolitical factors. Recent years have seen significant instability in costs of inbound freight and some raw materials. The company is working hard to mitigate such risks, by way of alternative supplier arrangements, hedging, and formalising procurement terms with key suppliers.

 

Unisurge International Limited

Strategic Report for the Period from 1 July 2024 to 31 December 2025 (continued)

Approved and authorised by the Board on 27 May 2026 and signed on its behalf by:
 

.........................................
S Wilson
Director

 

Unisurge International Limited

Directors' Report for the Period from 1 July 2024 to 31 December 2025

The directors present their report and the financial statements for the period from 1 July 2024 to 31 December 2025.

Directors of the company

The directors who held office during the period were as follows:

S Wilson

A Farboud (ceased 24 March 2026)

A Farboud (ceased 31 March 2025)

J Farboud (ceased 31 March 2025)

A Farboud (ceased 31 March 2025)

T Menitz (appointed 31 March 2025)

H Mägdefrau (appointed 31 March 2025)

Dividends

Interim dividends of £12,000,000 were paid in respect of the financial period.

On 11 March 2026, subsequent to the year end, the directors declared a dividend of £3,846,900 to be paid to the parent company.

Financial instruments

Objectives and policies

The company's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the company's policies and communicated by the board of directors which provide specific guidance on the use of financial derivatives to manage these risks. The company does not use derivative financial instruments for speculative purposes.

Price risk, credit risk, liquidity risk and cash flow risk

The company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The company uses foreign exchange forward contracts and interest rate swap contracts to hedge these exposures.

The company's principal financial assets are bank balances and cash, trade and other receivables, and investments. The company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The company has no significant concentration of credit risk, with exposure spread over a large number customers.

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses a mixture of long-term and short-term debt finance.

Directors' liabilities

The company has made qualifying third party indemnity provisions for the benefits of its directors which were made during the year and remain in force at the date of this report.

 

Unisurge International Limited

Directors' Report for the Period from 1 July 2024 to 31 December 2025 (continued)

Disclosure of information to the auditors

Each director of the company who held office at the date of the approval of this Annual Report, as set out above, confirms that:

• so far as they are aware, there is no relevant audit information (information needed by the company's auditors in connection with preparing their report) of which the company's auditors are unaware, and

• they have taken all the steps they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Reappointment of auditors

The auditors Hawsons Chartered Accountants are deemed to be reappointed under section 487(2) of the Companies Act 2006.

The Streamlined Energy and Carbon Reporting (SECR) reporting period aligns with Unisurge International Limited’s financial period and covers the 18-month period from 1st July 2024 to 31st December 2025.

Energy and Emissions Data

Energy and emissions data are presented in the following table:

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Unisurge International Limited

Directors' Report for the Period from 1 July 2024 to 31 December 2025 (continued)

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Energy and emissions commentary

During the reporting period from 1st July 2024 to 31st December 2025 Unisurge International Limited continued its focus on reducing energy consumption and greenhouse gas (GHG) emissions.

When comparing energy consumption and emissions over the 18-month financial period with the previous 12-month reporting period, the figures appear higher. This increase is expected, as the longer reporting period naturally results in proportionally greater totals; if energy use and emissions had remained constant, the 18-month figures would be approximately 50% higher than the 12-month period.

Total energy consumption for the year was 12,928,017kWh, representing a 53.06% increase compared to the previous year’s figure of 8,446,287 kWh.

Total Scope 1 and Scope 2 emissions amounted to 2682 tonnes of CO2e, a 50.04% increase from last year’s total of 1787 tonnes CO2e.

Natural gas emissions for the 18-month financial period shows an increase of 54.79% over the previous reporting year.

Electricity emissions for the 18-month financial period shows a decrease of 25.90% over the previous reporting year.

Transport fuel emissions for the 18-month financial period shows an increase of 147.29 % over the previous reporting year.

Total emissions for the 18-month financial period, with a higher turnover, are 50.04 % higher than for the previous reporting year.

The intensity ratio for the 18-month financial period has worsened compared to the previous reporting year. It increased from 36.89 tonnes of CO2 per £M turnover for the last financial period to 37.31 tonnes of CO2 per £M turnover this financial period. This indicates that a company is generating less revenue per unit of greenhouse gas emissions, meaning it operates in a less environmentally efficient manner. The lower the ratio, the less carbon the company emits relative to its economic output.

 

Unisurge International Limited

Directors' Report for the Period from 1 July 2024 to 31 December 2025 (continued)

Comparable 12 month financial period

However, when energy consumption and emissions are assessed on a comparable 12-month basis, using the first 12 months of the 18-month period and the same months as the previous year, the emissions intensity ratio has still worsened relative to the prior year.

Total energy consumption for the year was 8,960,441 kWh, representing a 6.09% increase compared to the previous year’s figure of 8,446,287 kWh.

Total Scope 1 and Scope 2 emissions amounted to 1854 tonnes of CO2e, a 3.75% increase from last year’s total of 1787 tonnes CO2e.

Natural gas emissions for a comparable 12-month financial period shows an increase of 8.34% over the previous reporting year.

Electricity emissions for a comparable 12-month financial period shows a decrease of 15.03% over the previous reporting year.

Transport fuel emissions for a comparable 12-month financial period show an increase of 6.68% from the previous reporting year.

Total emissions for a comparable 12-month financial period, with a slightly lower turnover, are 3.75% higher than for the previous reporting year.

The intensity ratio for a comparable 12-month financial period has worsened compared to the previous reporting year. It increased from 36.89 tonnes of CO2 per £M turnover last year to 38.59 tonnes of CO2 per £M turnover for a comparable 12-month financial period. This comparison indicates that a company is generating less revenue per unit of greenhouse gas emissions, meaning it operates in a less environmentally efficient manner. The lower the ratio, the less carbon the company emits relative to its economic output.

Energy efficiency actions taken

In accordance with SECR requirements, the following energy efficiency actions were undertaken during the reporting period:

Unisurge International Limited has expanded the EV charging infrastructure at Newmarket to accommodate an additional four vehicles.

In relation to other energy and efficiency initiatives, further positive progress has been achieved through the migration to smaller and more efficient vehicles. The introduction of a new articulated vehicle has delivered an improvement of approximately 3 mpg, while the deployment of new 3.5-tonne vans with smaller engines is achieving an average fuel efficiency improvement of around 6 mpg.

Unisurge International Limited will continue the phased rollout of these new vehicles across the fleet throughout 2026 and 2027, in line with the established fleet transition plan.

 

Unisurge International Limited

Directors' Report for the Period from 1 July 2024 to 31 December 2025 (continued)

During the reporting period, Unisurge International Limited also generated a total of 1,179,604 kWh of electricity through their onsite solar photovoltaic (PV) system. This clean, renewable energy contributed to reducing their reliance on grid-supplied electricity and lowered their carbon footprint.

Of the total electricity generated, 781,743 kWh was used directly onsite to meet their operational energy needs, contributing to approximately 26.42% of their total electricity consumption.

By utilising renewable energy onsite, Unisurge International Limited reduced their Scope 2 greenhouse gas emissions from purchased electricity by 138.37 tonnes of CO2e, using the latest GHG conversion factors for electricity.

Additionally, Unisurge International Limited exported 397,861 kWh of excess electricity back to the grid, further supporting the wider decarbonisation of the energy sector. This exported energy represents 34% of Unisurge International Limited’s total generation, though it is not included in their total consumption figures as it was not utilised by Unisurge International Limited. The Company continues to identify further opportunities to improve energy efficiency and reduce emissions.

Methodology used to prepare the disclosure

Reporting boundaries and timeframes were defined.

Energy consumption and carbon emissions (Scope 1 and 2) data was gathered.

Energy usage for gas and electricity, were taken from invoice copies, entered into a spreadsheet, and provided by the client.

Transport fuel consumption details were collected and entered into a spreadsheet and providedby the client. 457,986 litres of diesel, and 5,887 litres of petrol were used throughout the year.

The relevant Tonnes of CO2 emitted (tCO2e) was determined by using factors from UK Government GHG Conversion Factors for Company Reporting published by the Department for Business, Energy, and Industrial Strategy in June 2025.

This data is presented, together with the equivalent data for the previous year for comparison purposes.

Methodology used to Calculate the Ratio which Expresses the Company’s Annual Emissions in Relation to a Quantifiable Factor Associated with the Company’s Activities

Unisurge International Limited have elected to use scope 1 and 2 CO2e (tonnes) by annual turnover for their financial and reference year. They have chosen the metric as this is a common business metric for the industry sector. This methodology has been used in this report to enable a comparison.

Approved and authorised by the Board on 27 May 2026 and signed on its behalf by:
 

.........................................
S Wilson
Director

 

Unisurge International Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.

 

Unisurge International Limited

Independent Auditor's Report to the Members of Unisurge International Limited

Opinion

We have audited the financial statements of Unisurge International Limited (the 'company') for the period from 1 July 2024 to 31 December 2025, which comprise the Profit and Loss Account, Statement of Comprehensive Income, the Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, 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 period 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 Auditor 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.

Other information

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.

 

Unisurge International Limited

Independent Auditor's Report to the Members of Unisurge International Limited (continued)

Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our 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 Statement of Directors' Responsibilities set out on page 9, 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The company is subject to laws and regulations that directly and indirectly affect the financial statements. Based on our understanding of the company and the environment it operates within, we determined that the laws and regulations which were most significant included FRS 102, Companies Act 2006 and Health and Safety regulations. We considered the extent to which non-compliance with these laws and regulations might have a material effect on the financial statements, including how fraud might occur. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries to improve the company’s result for the period, and management bias in key accounting estimates.

Audit procedures performed by the engagement team included:

 

Unisurge International Limited

Independent Auditor's Report to the Members of Unisurge International Limited (continued)

Discussions with management and those responsible for legal compliance procedures within the company to obtain an understanding of the legal and regulatory framework applicable to the company and how the company complies with that framework, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

Reviewing minutes of Board meetings;

Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud and non-compliance with laws and regulations;

Challenging assumptions and judgements made by management in their significant accounting estimates;

Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or posted by senior management.

There are inherent limitations in the audit procedures described above and the more removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Craig Burton (Senior Statutory Auditor)
For and on behalf of Hawsons Chartered Accountants, Statutory Auditor

Pegasus House
463a Glossop Road
Sheffield
South Yorkshire
S10 2QD

27 May 2026

 

Unisurge International Limited

Profit and Loss Account

for the Period from 1 July 2024 to 31 December 2025

Note

Period to
31 December
2025
£ 000

Year to
30 June
2024
£ 000

Turnover

2

71,892

48,455

Cost of sales

 

(47,534)

(31,074)

Gross profit

 

24,358

17,381

Distribution costs

 

(1,479)

(968)

Administrative expenses

 

(16,333)

(10,445)

Other operating income

3

29

10

Operating profit

4

6,575

5,978

Income from other fixed asset investments

 

-

5,000

Other interest receivable and similar income

5

502

234

Amounts written off investments

 

-

(5,000)

Interest payable and similar expenses

6

(1,340)

(1)

Profit before tax

 

5,737

6,211

Tax on profit

9

(1,408)

(1,777)

Profit for the financial period

 

4,329

4,434

The above results were derived from continuing operations.

 

Unisurge International Limited

Statement of Comprehensive Income

for the Period from 1 July 2024 to 31 December 2025

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Profit for the period

4,329

4,434

(Deficit)/surplus on revaluation of freehold property

(275)

1,125

Deferred tax movements on revalued assets

68

(89)

Total comprehensive income for the period

4,122

5,470

 

Unisurge International Limited

(Registration number: 02214024)

Balance Sheet as at 31 December 2025

Note

31 December
2025
£ 000

30 June
2024
£ 000

Fixed assets

 

Intangible assets

10

250

726

Tangible assets

11

30,533

31,326

Investments

12

-

-

 

30,783

32,052

Current assets

 

Stocks

13

11,524

13,921

Debtors

14

7,101

11,596

Cash at bank and in hand

 

6,925

7,899

 

25,550

33,416

Creditors: Amounts falling due within one year

15

(4,309)

(6,675)

Net current assets

 

21,241

26,741

Total assets less current liabilities

 

52,024

58,793

Deferred taxation

16

(3,375)

(3,606)

Financial instrument liability

17

(1,340)

-

Net assets

 

47,309

55,187

Capital and reserves

 

Called up share capital

10,367

10,367

Revaluation reserve

11,996

12,203

Profit and loss account

24,946

32,617

Shareholders' funds

 

47,309

55,187

Approved and authorised by the Board on 27 May 2026 and signed on its behalf by:
 

.........................................
S Wilson
Director

 

Unisurge International Limited

Statement of Changes in Equity for the Period from 1 July 2024 to 31 December 2025

Share capital
£ 000

Revaluation reserve
£ 000

Profit and loss account
£ 000

Total
£ 000

At 1 July 2024

10,367

12,203

32,617

55,187

Profit for the period

-

-

4,329

4,329

Deferred tax movements

-

68

-

68

Deficit on revaluation of freehold property

-

(275)

-

(275)

Total comprehensive income

-

(207)

4,329

4,122

Dividends

-

-

(12,000)

(12,000)

At 31 December 2025

10,367

11,996

24,946

47,309

Share capital
£ 000

Revaluation reserve
£ 000

Profit and loss account
£ 000

Total
£ 000

At 1 July 2023

10,367

11,872

27,478

49,717

Profit for the period

-

-

4,434

4,434

Deferred tax movements

-

-

(89)

(89)

Surplus on revaluation of freehold property

-

1,125

-

1,125

Total comprehensive income

-

1,125

4,345

5,470

Transfers

-

(794)

794

-

At 30 June 2024

10,367

12,203

32,617

55,187

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025

1

Accounting policies

Statutory information

Unisurge International Limited is a private company, limited by shares, domiciled in England and Wales, company number 02214024. The registered office is at Farboud Innovation Park, Formula Drive, Newmarket, CB8 0BF.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value. The presentation currency is United Kingdom pounds sterling, which is the functional currency of the company. The financial statements are those of an individual entity.

Summary of disclosure exemptions

The company has taken advantage of the following reduced 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 requirement of section 7 Statement of Cash Flows

These financial statements are consolidated in the financial statements of Lohmann & Rauscher International GmbH & Co. K.G.

The financial statements of Lohmann & Rauscher International GmbH & Co. K.G. are available from Lohmann & Rauscher GmbH & Co. KG, Westerwaldstraße 4, D-56579, Rengsdorf, Germany.

Going concern

After due consideration of all relevant factors, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

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.

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

1

Accounting policies (continued)

Foreign currency transactions and balances

Transactions in foreign currencies are recorded at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the closing rates at the balance sheet date. All exchange differences are included in the profit and loss account.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 taxable income.

Deferred tax shall be recognised in respect of all timing differences at the reporting date, except as otherwise required by FRS102. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold property

30 years straight line

Plant and machinery

3 - 20 years straight line

Motor vehicles

3 - 7 years straight line

Office equipment

3 - 20 years straight line

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10 years straight line

Computer software

5 years straight line

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

1

Accounting policies (continued)

Stocks

Stocks are stated at the lower of cost and net realisable value after making due allowance for obsolete and slow moving items.

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. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company. The annual contributions payable are charged to the profit and loss account.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as interest expense in the profit and loss account.

Derivative financial instruments

Derivative financial instruments are included in the balances sheet at the fair value as at the reporting date. Any gains or losses relating to these instruments are recognised within the profit or loss account and against the category of expenditure to which they relate.

Key sources of estimation uncertainty

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 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.

The directors have assessed that there are no key sources of estimation uncertainty.

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

2

Turnover

Turnover is derived from the company's principal activity, and the analysis of the company's turnover for the period by market is as follows:

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

UK

69,206

46,193

Europe

2,664

2,226

Rest of world

22

36

71,892

48,455

3

Other operating income

The analysis of the company's other operating income for the period is as follows:

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Government grants

15

10

Miscellaneous other operating income

14

-

29

10

4

Operating profit

Arrived at after charging/(crediting):

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Depreciation of tangible fixed assets - owned assets

1,089

878

Depreciation of tangible fixed assets - leased

-

15

Amortisation of intangible fixed assets

537

354

Foreign exchange (gains)/losses

(15)

54

Loss on disposal of property, plant and equipment

24

422

Operating lease expense

146

120

Auditor's remuneration - Audit of the company's accounts

41

31

Auditor's remuneration - Taxation compliance services

3

3

Auditor's remuneration - Other non-audit services

4

3

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

5

Other interest receivable and similar income

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Bank interest receivable

502

234

6

Interest payable and similar expenses

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Bank interest payable

-

1

Fair value adjustments on forward contracts

1,340

-

1,340

1

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Wages and salaries

13,590

8,356

Social security costs

1,423

835

Pension costs, defined contribution scheme

380

241

15,393

9,432

The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:

Period ended
31 December
2025
No.

Year ended
30 June
2024
No.

Production staff

228

241

Office staff

46

42

Directors

4

5

278

288

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

8

Directors' remuneration

The directors' remuneration for the period was as follows:

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Remuneration

653

341

Contributions paid to money purchase schemes

102

39

755

380

During the period the number of directors who were receiving benefits and share incentives was as follows:

Period ended
31 December
2025
No.

Year ended
30 June
2024
No.

Accruing benefits under money purchase pension scheme

2

3

In respect of the highest paid director:

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Remuneration

268

87

Company contributions to money purchase pension schemes

68

13

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

9

Taxation

Tax charged/(credited) in the profit and loss account:

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Current taxation

UK corporation tax

1,571

1,902

UK corporation tax adjustment to prior periods

-

33

1,571

1,935

Deferred taxation

Arising from origination and reversal of timing differences

(163)

(158)

Tax expense in the income statement

1,408

1,777

The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Profit before tax

5,737

6,211

Corporation tax at standard rate

1,434

1,553

Adjustment for prior periods

-

35

Tax increase from effect of capital allowances and depreciation

-

77

Effect of revenues exempt from taxation

-

(1,250)

Effect of expense not deductible in determining taxable profit

22

1,277

Chargeable (losses)/gains

(69)

174

Tax decrease from other tax effects

(48)

-

Deferred tax through OCI

68

(89)

Total tax charge

1,408

1,777

Deferred tax

Deferred tax assets and liabilities

At 31 December 2025

Liability
£ 000

Accelerated capital allowances

881

Effects of property revaluation

2,499

Short term timing differences

(5)

3,375

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

9

Taxation (continued)

At 30 June 2024

Liability
£ 000

Accelerated capital allowances

1,044

Effects of property revaluation

2,567

Short term timing differences

(5)

3,606

Tax relating to items recognised in other comprehensive income or equity

Period ended
31 December
2025
£ 000

Year ended
30 June
2024
£ 000

Deferred tax related to items recognised as items of other comprehensive income

68

(89)

10

Intangible assets

Goodwill
 £ 000

Computer software
 £ 000

Total
£ 000

Cost or valuation

At 1 July 2024

3,164

346

3,510

Additions acquired separately

-

61

61

At 31 December 2025

3,164

407

3,571

Amortisation

At 1 July 2024

2,553

231

2,784

Charge for the period

423

114

537

At 31 December 2025

2,976

345

3,321

Carrying amount

At 31 December 2025

188

62

250

At 30 June 2024

611

115

726

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

11

Tangible assets

Freehold
property
£ 000

Plant and machinery
£ 000

Motor vehicles
 £ 000

Office equipment
£ 000

Total
£ 000

Cost or valuation

At 1 July 2024

27,865

6,357

1,401

854

36,477

Revaluations

(275)

-

-

-

(275)

Additions

-

184

293

175

652

Disposals

-

(369)

(251)

(219)

(839)

At 31 December 2025

27,590

6,172

1,443

810

36,015

Depreciation

At 1 July 2024

-

3,904

665

582

5,151

Charge for the period

235

434

339

81

1,089

Eliminated on disposal

-

(366)

(173)

(219)

(758)

At 31 December 2025

235

3,972

831

444

5,482

Carrying amount

At 31 December 2025

27,355

2,200

612

366

30,533

At 30 June 2024

27,865

2,453

736

272

31,326

Revaluation

The 2025 valuations were made by the directors at fair value, with reference to the latest professional valuations as follows:

The company's freehold property at Newmarket was professionally valued by Carter Jonas, Chartered Surveyors, an independent valuer, as at 31 March 2025. In their opinion, the fair value as at 31 March 2025 was £20.39 million. The directors have revalued the property to £20.39 million at that date and then depreciated the property in line with the accounting policy.

The company's freehold property at Castleford was professionally valued by Carter Jonas, Chartered Surveyors, an independent valuer, as at 31 March 2025. In their opinion, the fair value as at 31 March 2025 was £7.2 million. The directors have revalued the property to £7.2 million at that date and then depreciated the property in line with the accounting policy.

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

11

Tangible assets (continued)

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:
 

31 December
2025
£ 000

30 June
2024
£ 000

Cost

14,973

17,589

Accumulated depreciation

(2,094)

(2,564)

Disposal of Sawston

-

(1,891)

Net book value

12,879

13,134

12

Investments

The company held a 100% investment in Pennine UK Procedure Packs Limited, a dormant company registered in England and Wales and registered address of Farboud Innovation Park, Formula Drive, Newmarket, England, CB8 0BF.

The company was dissloved on 11 March 2025 and as such the carrying value of the investment at 31 December 2025 was £Nil (30 June 2025 - £1).

13

Stocks

31 December
2025
£ 000

30 June
2024
£ 000

Raw materials and consumables

6,115

5,961

Work in progress

717

657

Finished goods and goods for resale

4,692

7,303

11,524

13,921

14

Debtors

31 December
2025
£ 000

30 June
2024
£ 000

Trade debtors

6,407

7,229

Amounts owed by related parties

2

-

Other debtors

35

3,784

Prepayments and accrued income

447

583

Income tax asset

210

-

 

7,101

11,596

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

15

Creditors

Note

31 December
2025
£ 000

30 June
2024
£ 000

Due within one year

 

Loans and borrowings

20

1

8

Trade creditors

 

860

2,977

Social security and other taxes

 

1,056

1,054

Other creditors

 

37

-

Accruals and deferred income

 

2,355

1,381

Corporation tax

 

-

1,255

 

4,309

6,675

Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate.

The Company has a customs guarantee from HMRC of £30,000 to cover debts arising from customs duty and import VAT.

16

Provisions for liabilities

Deferred tax
£ 000

At 1 July 2024

3,606

Increase (decrease) in existing provisions

(231)

At 31 December 2025

3,375

17

Financial instrument liability

31 December
2025
£ 000

30 June
2024
£ 000

Fair value of currency exchange contracts

1,340

-

The above liability relates to Target Redemption Forwards (TARFs) which were entered into by the company prior to the period end. At 31 December 2025, the company was committed to purchasing $50.6 million USD over set dates in the future at a strike rate (varying by the strike date and the contract to which it relates) of between 1.28 and 1.35. The fair value of the liability disclosed above has been calculated with reference to the cumulative "out of the money" (OTM) positions across all contracts in place at this date.

A loss of £1.34 million has been recognised on these financial instruments during the period, which has been included within interest payable and similar expenses.

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

18

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £380,000 (2024 - £241,000).

Contributions totalling £36,000 (2024 - £38,000) were payable to the scheme at the end of the period and are included in creditors.

19

Share capital

Allotted, called up and fully paid shares

31 December
2025

30 June
2024

No.

£

No.

£

Ordinary Shares of £1 each

1,000,000

1,000,000

1,000,000

1,000,000

Preference Shares of £1 each

9,367,523

9,367,523

9,367,523

9,367,523

10,367,523

10,367,523

10,367,523

10,367,523

The preference shareholders have no right to receive dividends but may receive dividends at the discretion of the ordinary shareholder. No such dividend has been declared in the current year. The right to redeem the preference shares exists at any time in the future, at the option of the company only. The preference shares do not carry any voting rights.

On a winding up or on sale of the whole issued share capital of the company, the preference shareholders have a right to receive, in priority to ordinary shareholders, the sum of £1 per share together with any arrears of dividend declared.

20

Loans and borrowings

Current loans and borrowings

31 December
2025
£ 000

30 June
2024
£ 000

HP and finance lease liabilities

1

8

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

21

Obligations under leases and hire purchase contracts

Finance leases

The total of future minimum lease payments is as follows:

31 December
2025
£ 000

30 June
2024
£ 000

Not later than one year

-

8

Operating leases

The total of future minimum lease payments is as follows:

31 December
2025
£ 000

30 June
2024
£ 000

Not later than one year

4

102

Later than one year and not later than five years

-

16

4

118

The amount of non-cancellable operating lease payments recognised as an expense during the period was £146,000 (2024 - £120,000).

22

Related party transactions

On 31 March 2025, Farboudaville Limited repaid a loan of £2.5 million to the company. No interest was charged on this loan.

Prior to 1 July 2024, a loan of £470k was issued from the immediate parent company. This was fully repaid on 31 March 2025.

During the period 1 July 2024 to 31 March 2025, drawings of £733k were made by the ultimate shareholder. On 31 March 2025, the ultimate shareholder repaid a loan of £2.49 million to the company. No interest was charged on this loan.

During the period of 1 July 2024 to 31 March 2025, a building with a valuation of £2.2 million was used by Arash Motor Company Limited on a rent free basis.

The company has taken advantage of the exemption under FRS102 S33.1A not to disclose transactions between wholly owned group companies.

 

Unisurge International Limited

Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)

23

Parent and ultimate parent undertaking

From 1 July 2024 to 31 March 2025, the immediate parent company was Farboud Holdings Limited, a company incorporated and registered in Guernsey. Farboud Life Interest Settlement was the ultimate parent entity by virtue of its ownership of Farboud Holdings Limited. First Names Group were the ultimate controlling party, as trustee of the Farboud Life Interest Settlement.

Following the acquisition of the company on 31 March 2025, the immediate parent undertaking of the company is now RAU-BE Beteiligungen GmbH, a company registered in Austria. The ultimate parent undertaking is Lohmann & Rauscher International GmbH & Co. KG, a company registered in Germany. Copies of the consolidated financial statements of Lohmann & Rauscher International GmbH & Co. KG can be obtained from Lohmann & Rauscher International GmbH & Co. KG, Westerwaldstraße 4, D-56579 Rengsdorf, Germany.

24

Non adjusting events after the financial period

On 11 March 2026, subsequent to the year end, the directors declared a dividend of £3,846,900 to be paid to the parent company.