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Registered number: 03005322 PEARCE SIGNS LIMITED Annual report and financial statements For the year ended 31 May 2025 Page Kirk LLP Chartered Accountants and Statutory Auditors Sherwood House 7 Gregory Boulevard Nottingham NG7 6LB
PEARCE SIGNS LIMITED
Company Information
Directors | Mr P Shilling
| Mrs E A Snaith
| Mr P W Snaith
Company secretary | Mrs E A Snaith
Registered number | 03005322
Registered office | Castle Court
| Duke Street
| New Basford
| Nottingham
| NG7 7JN
Independent auditors | Page Kirk LLP
| Chartered Accountants and Statutory Auditors
| Sherwood House
| 7 Gregory Boulevard
| Nottingham
| NG7 6LB
Bankers | HSBC
| 26 Clumber Street
| Nottingham
| NG1 3GA
PEARCE SIGNS LIMITED
Contents
| Page
Strategic report | 1 - 2
Directors' report | 3 - 4
Directors' responsibilities statement | 5
Independent auditors' report | 6 - 9
Profit and loss account | 10
Balance sheet | 11 - 12
Statement of changes in equity | 13 - 14
Statement of cash flows | 15 - 16
Notes to the financial statements | 17 - 36
PEARCE SIGNS LIMITED
Strategic report For the year ended 31 May 2025
The directors present their strategic report for the year ended 31 May 2025.
Principal activity
The principal activity of the company is that of supply, installation and maintenance of all types of signage.
Fair review of the business
The turnover for the period was £18.4m (2023/24: £15.0m). Operating both domestically and internationally, Pearce Signs Limited specialises in the design, manufacture, supply, installation, and maintenance of high-quality signage and visual branding solutions across the retail, banking, commercial, industrial, corporate markets. The Company provides a fully integrated end-to-end service, encompassing concept development, project management, fabrication, logistics, installation, and ongoing aftercare support. Pearce Signs continues to focus on delivering exceptional quality, operational reliability, and long-term value for its customers through strong project execution and technical expertise. During the year, the Company operated in a challenging economic environment marked by inflationary pressures and rising material and energy costs. Despite these conditions, Pearce Signs delivered improved revenue performance by supporting key customer accounts, pursuing repeat business opportunities, and successfully acquiring new UK and international clients, contributing to growth. Continued emphasis was placed on: • Maintaining strong health, safety, and environmental standards. • Investing in office infrastructure and manufacturing facilities. • Implementing new IT systems to support efficiency, scalability, and improved business processes. • Strengthening quality assurance and project delivery standards. • Developing long-term customer partnerships and recurring revenue opportunities. • Supporting employee engagement, development, and retention. The Directors recognise that the continued success of the Company is directly linked to the commitment, professionalism, and hard work of its employees and would like to acknowledge and thank the workforce for its ongoing contribution throughout the year. The Company also remains committed to sustainable business practices, responsible environmental management, and long-term strategic development, while continuing to carefully manage operational and financial risk. Looking ahead, although wider economic conditions remain uncertain, Pearce Signs is well-positioned to continue a sustainable business through its established market reputation, technical capability, nationwide and international delivery experience, integrated service offering, and experienced workforce. As detailed in notes 2.3 and 27, the Company incurred a loss during the 11 months ended 30 April 2026 which is being remedied through restructuring of both operations and external finance, cost savings and personnel changes. March and April 2026 management figures were much improved and the Company is able to meet its liabilities as they fall due. Page 1
PEARCE SIGNS LIMITED
Strategic report (continued) For the year ended 31 May 2025
Principal risks and uncertainties
Market risk The signage market can present unpredictable and variable levels of activity, influenced by general economic conditions and timing of major rebranding decisions or mergers and acquisitions by clients. The company considers that its customer base of high quality clients over a broad sector spread mitigates this risk. Inflation risk In a highly competitive and price-sensitive market, opportunities to pass on the effects of inflation can be more limited. The company addresses this risk by continually reviewing its production processes and driving efficiencies and enhancements to raw material sourcing. Long term fixed price energy contracts have protected the business from increasing energy costs. Foreign exchange risk Increased export activity can lead to exposure to currency fluctuations and the company seeks to address this risk where possible by fixing exchange rates at the start of a significant contract and by offsetting sales receipts and supplier payments in matching currencies where appropriate. Health and safety risk The company operates machinery and carries out services with an inherent safety risk to project workers. Health and Safety procedures and multiple accreditations supported by thorough training ensure that the company’s safety record is excellent. Capacity constraints The company uses several subcontract suppliers in specific markets, providing increased capacity and flexibility. Significant investment has been made in new equipment and improving the workflow and available production space in prior years and this has increased capacity for all signage types. Key performance indicators The business sets and monitors annual and monthly key performance indicators which have been in accordance with expectations and targets for the year ended 31 May 2025. These include order input, sales by market (see note 3) and customer, margins (gross profit percentage is 35.9%) and operating cash flow (£201,923). This report was approved by the board on 3 June 2026 and signed on its behalf.
................................................ Mr P Shilling Director
Page 2
PEARCE SIGNS LIMITED
Directors' report For the year ended 31 May 2025 The directors present their report and the financial statements for the year ended 31 May 2025.
Results and dividends
The profit for the year, after taxation, amounted to £840,720 (2024 - £1,022,298). Dividends were £240,000 (2024 - £185,000).
Directors
The directors who served during the year were:
Mr D P Crosby (resigned 30 September 2024)
Mr M D Hudson (resigned 2 June 2025)
Mr P Shilling
Mrs E A Snaith - Company secretary and director
Mr P W Snaith
Objectives and policies
The company undertakes a system of budgetary control and regular forecast updates to ensure that its performance and KPI’s are achieved, business risks are identified and mitigating actions are prioritised. The Board regularly reviews the continued effectiveness of its risk management and internal control systems and has established procedures to review its business risks and implement any necessary corrective actions as required.
Price risk, credit risk, liquidity risk and cash flow risk
Customer contracts are awarded following tender submissions and are for a specific number of sites or a defined period of time. Pricing is fixed for the duration of these contracts. Longer term contracts may include a price review mechanism. The company regularly meets with its customers to ensure the business remains competitive and service levels are being achieved. Default on debts due to customer insolvency is a continuing risk. The company undertakes credit checks in advance of committing resources to a new project, and the quality and spread of the customer base means that this risk is reduced as far as is possible. The company regularly forecasts cash flow and its funding requirements to ensure the availability of liquidity and the adequacy of its banking facilities and to ensure that bank covenants are not breached.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Post balance sheet event
The Company incurred a loss during the 11 months ended 30 April 2026. Further details are provided within the Strategic report. Page 3
PEARCE SIGNS LIMITED
Directors' report (continued) For the year ended 31 May 2025
Reappointment of auditors
Page Kirk LLP have expressed their willingness to continue as auditors for the next financial year. The address of the registered office is: Castle Court Duke Street New Basford Nottingham NG7 7JN This report was approved by the board on 3 June 2026 and signed on its behalf.
................................................ Mr P Shilling Director
Page 4
PEARCE SIGNS LIMITED
Directors' responsibilities statement For the year ended 31 May 2025 The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the company's financial statements and then apply them consistently; ∙make 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; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 5
PEARCE SIGNS LIMITED
Independent auditors' report to the members of Pearce Signs Limited
Opinion
We have audited the financial statements of Pearce Signs Limited (the 'company') for the year ended 31 May 2025, which comprise the Profit and loss account, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the company's affairs as at 31 May 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements which indicates that the Company incurred a loss during the 11 months ended 30 April 2026 and has resulted in a significant decrease in the Company's net current assets. These events and conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
PEARCE SIGNS LIMITED
Independent auditors' report to the members of Pearce Signs Limited (continued)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Page 7
PEARCE SIGNS LIMITED
Independent auditors' report to the members of Pearce Signs Limited (continued)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, taxation legislation and money laundering regulations. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and the understatement of revenue. Our audit procedures to respond to these risks included: • Enquiries of management about their own identification and assessment of the risks of irregularities. • Sample testing on the posting of journals. • Reviewing regulatory correspondence and professional fees. • Detailed substantive testing on the completeness of income. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 8
PEARCE SIGNS LIMITED
Independent auditors' report to the members of Pearce Signs Limited (continued)
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed. John Wallis FCA (Senior statutory auditor) For and on behalf of Page Kirk LLP Chartered Accountants and Statutory Auditors Sherwood House 7 Gregory Boulevard Nottingham NG7 6LB 3 June 2026 Page 9
PEARCE SIGNS LIMITED
Profit and loss account For the year ended 31 May 2025
| 2025 | 2024
Note | £ | £
Turnover | 3 | 18,352,602 | 14,963,257
Cost of sales |  | (11,771,313) | (9,020,058)
Gross profit |  | 6,581,289 | 5,943,199
Distribution costs |  | (370,938) | (299,829)
Administrative expenses |  | (5,166,839) | (4,451,538)
Other operating income | 4 | 235,500 | 253,225
Operating profit |  | 1,279,012 | 1,445,057
Interest payable and similar expenses | 8 | (204,808) | (182,609)
Profit before tax |  | 1,074,204 | 1,262,448
Tax on profit | 9 | (233,484) | (240,150)
Profit for the financial year |  | 840,720 | 1,022,298
The notes on pages 17 to 36 form part of these financial statements.
Page 10
PEARCE SIGNS LIMITED Registered number:03005322
Balance sheet As at 31 May 2025
| 2025 | 2025 | 2024 | 2024
Note | £ | £ | £ | £
Fixed assets |  |  |  |  |
Intangible assets | 10 |  | 24,326 |  | -
Tangible assets | 11 |  | 1,194,189 |  | 779,830
Investments | 12 |  | 21,095 |  | 500
|  |  | 1,239,610 |  | 780,330
Current assets |  |  |  |  |
Stocks | 13 | 1,096,805 |  | 793,033 |
Debtors: amounts falling due within one year | 14 | 8,000,493 |  | 4,844,746 |
Cash at bank and in hand | 15 | 209,198 |  | 270,618 |
|  | 9,306,496 |  | 5,908,397 |
Creditors: amounts falling due within one year | 16 | (6,627,907) |  | (3,517,894) |
Net current assets |  |  | 2,678,589 |  | 2,390,503
Total assets less current liabilities |  |  | 3,918,199 |  | 3,170,833
Creditors: amounts falling due after more than one year | 17 |  | (510,350) |  | (450,028)
Provisions for liabilities |  |  |  |  |
Deferred tax | 26 | (179,521) |  | (93,197) |
|  |  | (179,521) |  | (93,197)
Net assets |  |  | 3,228,328 |  | 2,627,608
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 1,000 |  | 1,000
Profit and loss account |  |  | 3,227,328 |  | 2,626,608
|  |  | 3,228,328 |  | 2,627,608
Page 11
PEARCE SIGNS LIMITED Registered number:03005322
Balance sheet (continued) As at 31 May 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 June 2026.
................................................ Mr P Shilling
Director
The notes on pages 17 to 36 form part of these financial statements. Page 12
PEARCE SIGNS LIMITED
Statement of changes in equity For the year ended 31 May 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 June 2024 | 1,000 | 2,626,608 | 2,627,608
Profit for the year | - | 840,720 | 840,720
Dividends: Equity capital | - | (240,000) | (240,000)
At 31 May 2025 | 1,000 | 3,227,328 | 3,228,328
| The notes on pages 17 to 36 form part of these financial statements.
Page 13
PEARCE SIGNS LIMITED
Statement of changes in equity For the year ended 31 May 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 June 2023 | 1,000 | 1,789,310 | 1,790,310
Profit for the year | - | 1,022,298 | 1,022,298
Dividends: Equity capital | - | (185,000) | (185,000)
At 31 May 2024 | 1,000 | 2,626,608 | 2,627,608
| The notes on pages 17 to 36 form part of these financial statements.
Page 14
PEARCE SIGNS LIMITED
Statement of cash flows For the year ended 31 May 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 840,720 | 1,022,298
Adjustments for: |  |
Depreciation of tangible assets | 302,654 | 200,945
Loss on disposal of tangible assets | (11,443) | (18,300)
Interest paid | 159,891 | 122,760
Taxation charge | 233,484 | 240,150
(Increase) in stocks | (303,772) | (138,380)
(Increase) in debtors | (2,207,056) | (238,625)
(Increase) in amounts owed by groups | (948,691) | (235,124)
Increase in creditors | 2,579,955 | 440,491
Increase/(decrease) in amounts owed to groups | (230,630) | (202,132)
Corporation tax (paid) | (213,189) | (49,891)
Net cash generated from operating activities | 201,923 | 1,144,192
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (24,326) | -
Purchase of tangible fixed assets | (271,416) | (260,943)
Sale of tangible fixed assets | 11,443 | 18,300
Investment costs | (20,595) | -
HP interest paid | (27,130) | (13,071)
Net cash from investing activities | (332,024) | (255,714)
Page 15
PEARCE SIGNS LIMITED
Statement of cash flows (continued) For the year ended 31 May 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
New secured loans | 511,748 | -
Repayment of loans | (120,000) | (588,867)
Repayment of/new finance leases | (190,306) | (116,466)
Interest paid | (132,761) | (109,689)
Net cash used in financing activities | 68,681 | (815,022)
Net (decrease)/increase in cash and cash equivalents | (61,420) | 73,456
Cash and cash equivalents at beginning of year | 270,618 | 197,162
Cash and cash equivalents at the end of year | 209,198 | 270,618
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 209,198 | 270,618
| 209,198 | 270,618
The notes on pages 17 to 34 form part of these financial statements.
Page 16
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
1. | General information
The company is a private company limited by share capital, incorporated in England and Wales. The address of its registered office is: Castle Court Duke Street New Basford Nottingham NG7 7JN 2.Accounting policies
| 2.1 | 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 periods presented, unless otherwise stated.
| 2.2 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies. The following principal accounting policies have been applied: Page 17
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025 2.Accounting policies (continued)
| 2.3 | Going concern
Management figures for the 11 months ended 30 April 2026 showed a loss which has resulted in a significant decrease in the Company's net current assets. March and April 2026 management figures, however, were much improved with ongoing profits projected from June 2026 onwards following a number of operational changes, including: • Three new appointments in the roles of Finance Director, Operations Director and Installation Manager. • A cost saving programme which commenced in February 2026 and has resulted in a significant reduction in operating costs which will provide an enduring benefit to the business going forward. • Restructuring of project management and delivery and bringing previously outsourced and externally managed operations back in-house. In terms of liquidity: • On 29 May 2026, Close Brothers Limited approved additional finance for a period of 36 months in the form of: - An extension to the company’s working capital facility under the government’s Growth Guarantee Scheme, resulting in c.£250k of additional cash availability. - An additional cashflow loan of £100,000. • Loans of c.£410k from the ultimate parent company, Pearce Global Holdings Limited, with a further c.£100k to follow in early June 2026. While the directors consider that the forecasts and factors above support the preparation of the financial statements on a going concern basis, in accordance with UK auditing and accounting standards, the events and conditions described above are such that a material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern. Notwithstanding these factors, profit and cash flow forecasts have been prepared for the two years to 31 May 2028, based on prudent and realistic sales forecasts and the reduced cost base. These forecasts show the business sustaining its profitable position and having sufficient cash to discharge its debts and liabilities as they fall due. On these bases, the directors have confidence in the company’s ability to continue as a going concern and have prepared the financial statements on a going concern basis.
| 2.4 | Critical accounting judgements and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements and estimates. During the preparation of these financial statements there have been no significant or material judgements and estimates that require disclosure other than stage of completion on contracts. Page 18
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.6 | 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. The company recognises revenue when: The amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the company's activities.
| 2.7 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 19
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025 2.Accounting policies (continued)
| 2.8 | Borrowing costs
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.10 | Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 20
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025 2.Accounting policies (continued)
| 2.11 | Business Combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
| 2.12 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Profit and loss account over its useful economic life. Other intangible assets Separately acquired trademarks and licences are shown at historical cost. Trademarks, licenses (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Trademarks, licenses and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation is provided on the following bases:
|  |  |  | Website development | - |  | 33% straight line
|  |  |  | Goodwill | - |  | 10% straight line
|  |  |  | Contract development | - |  | 33% straight line
|  |  |  | Computer software | - |  | 33% straight line
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 21
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - |  | Over the lease term
|  |  |  | Plant and machinery | - |  | 20% straight line
|  |  |  | Motor vehicles | - |  | 33% straight line
|  |  |  | Furniture, fittings and equipment | - |  | 15% to 25% straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.14 | Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
| 2.15 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.16 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 22
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025 2.Accounting policies (continued)
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
| 2.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.19 | Share Capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
| 2.20 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and loss account. Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
| 2.21 | 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. Page 23
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
3. | Turnover
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of goods | 18,352,602 | 14,963,257
|  | 18,352,602 | 14,963,257
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 9,768,205 | 11,361,487
| Rest of Europe | 1,268,454 | 785,742
| Rest of the world | 7,315,943 | 2,816,028
|  | 18,352,602 | 14,963,257
4. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Rents receivable | 24,000 | 25,000
| Management charge receivables | 211,500 | 228,225
|  | 235,500 | 253,225
5. | Auditors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Audit of the financial statements | 18,290 | 16,630
Page 24
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
6. | Staff costs
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 3,807,439 | 3,320,213
| Social security costs | 418,135 | 368,704
| Cost of defined contribution scheme | 71,223 | 64,526
|  | 4,296,797 | 3,753,443
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Production | 32 | 28
|  | Administration and support | 45 | 41
|  | Distribution | 6 | 9
|  |  | 83 | 78
7. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 614,645 | 657,379
| Company contributions to defined contribution pension schemes | 4,403 | 5,520
|  | 619,048 | 662,899
| During the year retirement benefits were accruing to 5 directors (2024 - 6) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £147,047 (2024 - £136,841).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £1,321).
Page 25
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
8. | Interest payable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest on bank overdrafts and borrowings | 117,017 | 108,359
| Interest on obligations under finance leases and hire purchase contracts | 27,130 | 13,071
| Interest expense on other finance liabilities | 15,744 | 1,330
| Foreign currency (gains)/losses | 44,917 | 59,849
|  | 204,808 | 182,609
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 141,601 | 207,630
| Adjustments in respect of previous periods | 5,559 | -
|  | 147,160 | 207,630
| Total current tax | 147,160 | 207,630
| Deferred tax |  |
| Origination and reversal of timing differences | 86,324 | 32,520
| Total deferred tax | 86,324 | 32,520
| Tax on profit | 233,484 | 240,150
Page 26
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025 9.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,074,204 | 1,262,448
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 268,551 | 315,612
| Effects of: |  |
| Expenses not deductible for tax purposes | 13,109 | 10,262
| Capital allowances for year in excess of depreciation | (86,228) | (32,424)
| Adjustments to tax charge in respect of prior periods | 5,559 | -
| Increase or decrease from changes in pension creditor | 2,135 | 516
| Origination and reversal of timing difference | 86,324 | 32,520
| Group relief | (55,966) | (86,336)
| Total tax charge for the year | 233,484 | 240,150
Page 27
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
10. | Intangible assets
|  | Contract develop ments | Website develop ments | Computer software | Goodwill | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 June 2024 | 127,613 | 16,050 | - | 45,000 | 188,663
| Additions | - | - | 24,326 | - | 24,326
| At 31 May 2025 | 127,613 | 16,050 | 24,326 | 45,000 | 212,989
| Amortisation |  |  |  |  |
| At 1 June 2024 | 127,613 | 16,050 | - | 45,000 | 188,663
| At 31 May 2025 | 127,613 | 16,050 | - | 45,000 | 188,663
| Net book value |  |  |  |  |
| At 31 May 2025 | - | - | 24,326 | - | 24,326
| At 31 May 2024 | - | - | - | - | -
Page 28
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
11. | Tangible fixed assets
|  | Leasehold Improve ments | Plant and machinery | Motor vehicles | Furniture, fittings and equipment | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 June 2024 | 302,174 | 1,081,061 | 499,381 | 402,413 | 2,285,029
| Additions | 92,916 | 333,797 | 218,389 | 71,911 | 717,013
| Disposals | - | - | (61,005) | (19,586) | (80,591)
| At 31 May 2025 | 395,090 | 1,414,858 | 656,765 | 454,738 | 2,921,451
| Depreciation |  |  |  |  |
| At 1 June 2024 | 86,690 | 839,451 | 263,359 | 315,699 | 1,505,199
| Charge for the year on owned assets | 27,521 | 115,100 | 110,606 | 49,427 | 302,654
| Disposals | - | - | (61,005) | (19,586) | (80,591)
| At 31 May 2025 | 114,211 | 954,551 | 312,960 | 345,540 | 1,727,262
| Net book value |  |  |  |  |
| At 31 May 2025 | 280,879 | 460,307 | 343,805 | 109,198 | 1,194,189
| At 31 May 2024 | 215,484 | 241,610 | 236,022 | 86,714 | 779,830
| Finance leases
Included in the net book value of tangible assets is £747,406 (2024 - £421,340) in respect of assets purchased through finance leases. Page 29
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
12. | Investments in subsidiaries, joint ventures and associates
|  | Investments in subsidiaries
|  | £
| At 1 June 2024 | 500
| Additions | 20,595
| At 31 May 2025 | 21,095
| Net book value |
| At 31 May 2025 | 21,095
| At 31 May 2024 | 500
| The additions relate to pre-incorporation setup costs. Details of undertakings Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows: Subsidiary undertakings Nature Holding Proportion of voting of the business rights and shares held 2025 202 4 Pearce Maintenance Limited Dormant company Ordinary shares 100% 100% The registered office address of Pearce Maintenance Limited is Castle Court, Duke Street, New Basford, Nottingham, NG7 7JN.
13. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and finished goods | 264,780 | 291,464
| Work in progress | 832,025 | 501,569
|  | 1,096,805 | 793,033
Page 30
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 4,772,970 | 2,781,694
| Amounts owed by group undertakings | 2,642,942 | 1,694,251
| Other debtors | 239,077 | 121,906
| Prepayments and accrued income | 345,504 | 246,895
|  | 8,000,493 | 4,844,746
| An impairment loss of £106,667 (2024 - £26,065) was recognised against trade debtors.
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 209,198 | 270,618
|  | 209,198 | 270,618
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 743,972 | 232,224
| Trade creditors | 3,608,596 | 1,860,539
| Amounts owed to group undertakings | 294,947 | 285,577
| Corporation tax | 141,601 | 207,630
| Other taxation and social security | 177,164 | 105,666
| HP and finance lease liabilities | 201,990 | 127,021
| Other creditors | 195,044 | 155,079
| Accruals and deferred income | 1,264,593 | 544,158
|  | 6,627,907 | 3,517,894
| Secured creditors falling due within one year amount to £945,962 (2024 - £359,245).
Page 31
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
17. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 150,000 | 270,000
| HP and finance lease liabilities | 360,350 | 180,028
|  | 510,350 | 450,028
| Secured creditors falling due after more than one year amount to £510,350 (2024 - £450,028).
18. | Loans
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 743,972 | 232,224
|  | 743,972 | 232,224
| Amounts falling due after more than one year |  |
| Bank loans | 150,000 | 270,000
|  | 150,000 | 270,000
|  | 893,972 | 502,224
19. | Charges
| There are charges dated 26 August 2022 entitling Mrs E A Snaith and Close Brothers Limited as security trustees. The charges contain: • Fixed charge. • Floating charge covering all property or undertaking of the company. • Negative pledge. The following were outstanding at the year end: • A debenture with HSBC plc dated 12 September 2005 contains a fixed and floating charge over all assets of the company. • HP contracts are secured over the assets to which they relate. • Pearce Signs Limited has provided guarantees to support two group companies.
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PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
20. | Obligations under finance leases and hire purchase contacts
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | 248,389 | 143,482
| Between 1-5 years | 413,855 | 209,405
|  | 662,244 | 352,887
21. | 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 £71,223 (2024 - £64,526). Contributions totalling £30,227 (2024 - £10,448) were payable to the scheme at the end of the period and are included in creditors.
22. | Commitments under operating leases
| At 31 May 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | 289,330 | 202,093
| Between 1-5 years | 486,149 | 244,165
|  | 775,479 | 446,258
| The amount of non-cancellable operating lease payments recognised as an expense during the period was £339,468 (2024 - £359,457).
Page 33
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
23. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2024 - 1,000) Ordinary shares of £1.00 each | 1,000 | 1,000
| Rights, preferences and restrictions Each share carries equal voting rights. Dividend rights are variable.
24. | Financial instruments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Categorisation of financial instruments |  |
| Financial assets that are debt instruments measured at amortised cost | 7,864,187 | 4,868,469
| Financial liabilities measured at amortised cost | 6,773,642 | 3,624,544
| Items of income, expense, gains or losses The total interest expense for financial liabilities not measured at fair value through profit or loss is £117,017 (2024 - £108,359). Impairment Trade debtors The amount of the impairment loss during the period is £106,667 (2024 - £26,065).
25. | Related party transactions
At the balance sheet date, a balance of £115,709 (2024 - £115,709) was due to an entity under the control of key management personnel. During the year, lease expenses paid to an entity under the control of key management personnel amounted to £125,000 (2024 - £125,000). Page 34
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
26. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (93,197) | (60,677)
| Charged to profit or loss | (86,324) | (32,520)
| At end of year | (179,521) | (93,197)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (179,521) | (93,197)
|  | (179,521) | (93,197)
27. | Post balance sheet event
As detailed in note 2.3, the Company incurred a loss during the 11 months ended 30 April 2026. March and April 2026 management figures, however, were much improved and the Company is able to meet its liabilities as they fall due. This is a non-adjusting event and, therefore, does not affect the amounts recognised in the year ended 31 May 2025 financial statements. In the year ending 31 May 2026 accounts, these losses are expected to result in taxation credits in the profit and loss account totalling £321,122 in relation to the current tax charge of £141,601 (see note 9) and £179,521 in relation to the deferred tax liability (see note 26).
| 28. | Analysis of net debt
|  |  | At 1 June 2024 | Cash flows | New finance leases | At 31 May 2025
|  |  | £ | £ | £ | £
| Cash at bank and in hand | 270,618 | (61,420) | - | 209,198
| Debt due after 1 year | (270,000) | 120,000 | - | (150,000)
| Debt due within 1 year | (242,672) | (531,527) | - | (774,199)
| Finance leases | (307,049) | 190,306 | (445,597) | (562,340)
|  | (549,103) | (282,641) | (445,597) | (1,277,341)
Page 35
PEARCE SIGNS LIMITED
Notes to the financial statements For the year ended 31 May 2025
29. | Parent and ultimate parent undertaking
Pearce Global Limited is Pearce Signs Limited’s parent undertaking and Pearce Global Holdings Limited is the ultimate parent undertaking. Pearce Global Limited’s and Pearce Global Holdings Limited’s registered office address is Castle Court, Duke Street, New Basford, Nottingham, NG7 7JN. The directors of Pearce Global Holdings Limited do not consider there to be an ultimate controlling party.
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