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Registered number: 14154886 PEARCE GLOBAL HOLDINGS 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 GLOBAL HOLDINGS LIMITED
COMPANY INFORMATION
Directors | Mr P Shilling
| Mrs E A Snaith
| Mr P W Snaith
Registered number | 14154886
Registered office | Castle Court
| Duke Street
| 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 GLOBAL HOLDINGS LIMITED
CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 4
Directors' Responsibilities Statement | 5
Independent Auditors' Report | 6 - 9
Consolidated Profit and Loss Account | 10
Consolidated Balance Sheet | 11 - 12
Company Balance Sheet | 13
Consolidated Statement of Changes in Equity | 14
Company Statement of Changes in Equity | 15
Consolidated Statement of Cash Flows | 16 - 17
Notes to the Financial Statements | 18 - 43
PEARCE GLOBAL HOLDINGS LIMITED
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 MAY 2025 The directors present their strategic report for the year ended 31st May 2025.
Principal activity
The principal activity of the group is that of supply, installation and maintenance of all types of signage, interiors and electrical contracting.
Fair review of the business
The turnover for the period was £21.9m (2023/24: £18.1m). Operating both domestically and internationally, the Group 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 Group provides a fully integrated end-to-end service, encompassing concept development, project management, fabrication, logistics, installation, and ongoing aftercare support. The Group continues to focus on delivering exceptional quality, operational reliability, and long-term value for its customers through strong project execution and technical expertise. In addition to its main sign business, group companies include operating businesses which provide electrical contracting services to both retail and industrial sector clients and flooring solutions for a range of clients including those in retail, leisure, education and hospitality sectors. During the year, the Group operated in a challenging economic environment marked by inflationary pressures and rising material and energy costs. Despite these conditions, the Group 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 Group 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 Group 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, the Group 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 2.4 and 26, the Group 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 Group is able to meet its liabilities as they fall due. Page 1
PEARCE GLOBAL HOLDINGS LIMITED
GROUP 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 group considers that its customer base of high quality clients over a broad sector and geography 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 group 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 group 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 group 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 group’s safety record is excellent. Capacity constraints The group 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 (group gross profit percentage is 34.6%) and operating cash flow (£1,591,384). This report was approved by the board on 4 June 2026 and signed on its behalf.
................................................ Mr P Shilling Director
Page 2
PEARCE GLOBAL HOLDINGS 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 and minority interests, amounted to £343,281 (2024 - £390,642).
Directors
The directors who served during the year were:
Mr D P Crosby (resigned 30 September 2024)
Mr M D Hudson (resigned 12 November 2024)
Mr P Shilling
Mrs E A Snaith
Mr P W Snaith
Objectives and policies The group 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 group 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 group 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 group 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. Purchase and issue of own shares At the balance sheet date, 1,000 ordinary B shares (2024 - 1,071) were held in treasury each with a nominal value of £1. During the year, 1,608 ordinary B shares were purchased into treasury (16.08% of called up share capital) and 1,679 were sold out of treasury (16.79% of called up share capital). During the year the maximum number held in treasury each with a nominal value of £1 was £2,679.
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 and the Group'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 and the Group's auditors are aware of that information. Page 3
PEARCE GLOBAL HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025
Post balance sheet event
The Group incurred a loss during the 11 months ended 30 April 2026. Further details are provided within the Strategic report.
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 4 June 2026 and signed on its behalf.
................................................ Mr P Shilling Director
Page 4
PEARCE GLOBAL HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 MAY 2025 The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 5
PEARCE GLOBAL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PEARCE GLOBAL HOLDINGS LIMITED
Opinion
We have audited the financial statements of Pearce Global Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group' for the year ended 31 May 2025, which comprise the Group Profit and Loss Account, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company 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 Group's and of the parent Company's affairs as at 31 May 2025 and of the Group's 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 Group 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 2.4 in the financial statements which indicates that the Group incurred a loss during the 11 months ended 30 April 2026 and has resulted in a significant increase in the Group's net current liabilities. These events and conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the Group'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 GLOBAL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PEARCE GLOBAL HOLDINGS 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company 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. Page 7
PEARCE GLOBAL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PEARCE GLOBAL HOLDINGS LIMITED (CONTINUED)
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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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 Group 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 Group and the parent 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 GLOBAL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PEARCE GLOBAL HOLDINGS 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 4 June 2026 Page 9
PEARCE GLOBAL HOLDINGS LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MAY 2025
| 2025 | 2024
Note | £ | £
Turnover | 3 | 21,917,313 | 18,107,778
Cost of sales |  | (14,338,105) | (11,340,664)
Gross profit |  | 7,579,208 | 6,767,114
Distribution costs |  | (370,938) | (307,400)
Administrative expenses |  | (6,281,773) | (5,469,014)
Operating profit |  | 926,497 | 990,700
Interest payable and similar expenses | 7 | (350,201) | (370,425)
Profit before tax |  | 576,296 | 620,275
Tax on profit | 8 | (249,791) | (259,719)
Profit for the financial year |  | 326,505 | 360,556
Profit for the year attributable to: |  |  |
Non-controlling interests |  | (16,776) | (30,086)
Owners of the parent |  | 343,281 | 390,642
|  | 326,505 | 360,556
The notes on pages 18 to 43 form part of these financial statements.
Page 10
PEARCE GLOBAL HOLDINGS LIMITED REGISTERED NUMBER:14154886
CONSOLIDATED BALANCE SHEET AS AT 31 MAY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 9 |  | 2,568,212 |  | 2,907,298
Tangible assets | 10 |  | 1,206,844 |  | 785,285
Investments | 11 |  | 20,595 |  | -
|  |  | 3,795,651 |  | 3,692,583
Current assets |  |  |  |  |
Stocks | 12 | 1,174,224 |  | 868,406 |
Debtors: amounts falling due within one year | 13 | 6,090,436 |  | 3,996,586 |
Cash at bank and in hand | 14 | 235,405 |  | 360,722 |
|  | 7,500,065 |  | 5,225,714 |
Creditors: amounts falling due within one year | 15 | (7,546,004) |  | (4,264,702) |
Net current (liabilities)/assets |  |  | (45,939) |  | 961,012
Total assets less current liabilities |  |  | 3,749,712 |  | 4,653,595
Creditors: amounts falling due after more than one year | 16 |  | (2,674,256) |  | (3,991,039)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 20 | (179,868) |  | (93,544) |
|  |  | (179,868) |  | (93,544)
Net assets excluding pension asset |  |  | 895,588 |  | 569,012
Net assets |  |  | 895,588 |  | 569,012
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 10,000 |  | 10,000
Profit and loss account |  |  | 932,450 |  | 589,098
Equity attributable to owners of the parent Company |  |  | 942,450 |  | 599,098
Non-controlling interests |  |  | (46,862) |  | (30,086)
|  |  | 895,588 |  | 569,012
Page 11
PEARCE GLOBAL HOLDINGS LIMITED REGISTERED NUMBER:14154886
CONSOLIDATED 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 4 June 2026.
................................................ Mr P Shilling
Director
The notes on pages 18 to 43 form part of these financial statements. Page 12
PEARCE GLOBAL HOLDINGS LIMITED REGISTERED NUMBER:14154886
COMPANY BALANCE SHEET AS AT 31 MAY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 11 |  | 4,230,875 |  | 4,230,875
|  |  | 4,230,875 |  | 4,230,875
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 244 |  | 2,954 |
Cash at bank and in hand | 14 | 918 |  | 1,298 |
|  | 1,162 |  | 4,252 |
Creditors: amounts falling due within one year | 15 | (1,968,247) |  | (617,537) |
Net current liabilities |  |  | (1,967,085) |  | (613,285)
Total assets less current liabilities |  |  | 2,263,790 |  | 3,617,590
Creditors: amounts falling due after more than one year | 16 |  | (2,163,906) |  | (3,541,011)
Net assets excluding pension asset |  |  | 99,884 |  | 76,579
Net assets |  |  | 99,884 |  | 76,579
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 10,000 |  | 10,000
Profit and loss account |  |  | 89,884 |  | 66,579
|  |  | 99,884 |  | 76,579
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 June 2026.
................................................ Mr P Shilling
Director
The notes on pages 18 to 43 form part of these financial statements. Page 13
PEARCE GLOBAL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2025
| Called up share capital | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
| £ | £ | £ | £ | £
At 1 June 2024 | 10,000 | 589,098 | 599,098 | (30,086) | 569,012
Profit for the year | - | 343,281 | 343,281 | (16,776) | 326,505
Issue of own shares | - | 1,679 | 1,679 | - | 1,679
Purchase of own shares | - | (1,608) | (1,608) | - | (1,608)
At 31 May 2025 | 10,000 | 932,450 | 942,450 | (46,862) | 895,588
| The notes on pages 18 to 43 form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2024
| Called up share capital | Profit and loss account | Non-controlling interests | Total equity
| £ | £ | £ | £
At 2 June 2023 | 10,000 | 199,527 | - | 209,527
Comprehensive income for the year |  |  |  |
Profit for the year | - | 390,642 | (30,086) | 360,556
Purchase of own shares | - | (1,071) | - | (1,071)
At 31 May 2024 | 10,000 | 589,098 | (30,086) | 569,012
| The notes on pages 18 to 43 form part of these financial statements.
Page 14
PEARCE GLOBAL HOLDINGS LIMITED
COMPANY 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 | 10,000 | 66,579 | 76,579
Comprehensive income for the year |  |  |
Profit for the year | - | 23,234 | 23,234
Issue of own shares | - | 1,679 | 1,679
Purchase of own shares | - | (1,608) | (1,608)
At 31 May 2025 | 10,000 | 89,884 | 99,884
| The notes on pages 18 to 43 form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 2 June 2023 | 10,000 | 41,388 | 51,388
Comprehensive income for the year |  |  |
Profit for the year | - | 26,262 | 26,262
Contributions by and distributions to owners |  |  |
Purchase of own shares | - | (1,071) | (1,071)
At 31 May 2024 | 10,000 | 66,579 | 76,579
| The notes on pages 18 to 43 form part of these financial statements.
Page 15
PEARCE GLOBAL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MAY 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 326,505 | 360,556
Adjustments for: |  |
Amortisation of intangible assets | 363,412 | 363,412
Depreciation of tangible assets | 305,530 | 203,810
Loss on disposal of tangible assets | (11,443) | (18,300)
Interest paid | 346,138 | 299,837
Taxation charge | 249,791 | 259,719
(Increase) in stocks | (305,818) | (183,198)
(Increase) in debtors | (2,093,850) | (651,686)
Increase in creditors | 2,643,877 | 762,931
Corporation tax (paid) | (232,758) | (76,183)
Net cash generated from operating activities | 1,591,384 | 1,320,898
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (24,326) | -
Purchase of tangible fixed assets | (281,493) | (267,187)
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 | (342,101) | (261,958)
Page 16
PEARCE GLOBAL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Issue of ordinary shares | 1,679 | -
Purchase of own shares | (1,608) | (1,071)
New secured loans | 511,748 | -
Repayment of loans | (120,000) | (588,867)
Repayment of secured loans | (1,257,105) | (26,489)
(Repayment of)/new finance leases | (190,306) | (116,466)
Interest paid | (319,008) | (286,766)
Net cash used in financing activities | (1,374,600) | (1,019,659)
Net (decrease)/increase in cash and cash equivalents | (125,317) | 39,281
Cash and cash equivalents at beginning of year | 360,722 | 321,441
Cash and cash equivalents at the end of year | 235,405 | 360,722
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 235,405 | 360,722
| 235,405 | 360,722
The notes on pages 18 to 43 form part of these financial statements.
Page 17
PEARCE GLOBAL HOLDINGS 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 Group management to exercise judgment in applying the Group's accounting policies. The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The company's profit for the year was £23,234 (2024 - £26,262). The following principal accounting policies have been applied: Page 18
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2. Accounting policies (continued)
| 2.3 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases. The date of the business combination and acquisition of Pearce Global Limited was 26 August 2022. 100% of the ordinary share capital and voting rights of Pearce Global Limited were acquired and, at the acquisition date, Pearce Global Limited’s net assets related to investments in subsidiary companies amounting to £3,296,145. The combining entities are listed below. The cost of the combination was £4,230,874 which was made up of cash and debt instruments. Goodwill on consolidation is to be amortised over 9 years starting from the first day of the accounting period after the acquisition date and is based on the directors’ assessment of the useful life. The consolidated financial statements consolidate the financial statements of the company and the following subsidiary undertakings drawn up to 31 May 2025: Pearce Global Limited Pearce Signs Limited The International Sign Alliance Limited Pearce Electrical (UK) Limited Pearce Projects Limited Pearce Group Limited Pearce Eco Energy Limited Pearce Maintenance Limited Pearce Signs (Central) Limited Pearce Digital Limited TISA Global Limited The International Sign Alliance Asia Limited Pearce Signs Asia Limited Page 19
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2. Accounting policies (continued)
| 2.4 | Going concern
Management figures for the 11 months ended 30 April 2026 showed a loss which has resulted in a significant increase in the Group's net current liabilities. 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 group’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 have been made by a shareholder and a shareholder-controlled company 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 Group’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 Group’s ability to continue as a going concern and have prepared the financial statements on a going concern basis.
| 2.5 | 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 20
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2. Accounting policies (continued)
| 2.6 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.7 | Revenue recognition
Sale of goods 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. Contract revenue recognition Turnover is recognised by the stage of completion of the contract. The stage of completion of the contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
| 2.8 | Operating leases: the Group 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 21
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2. Accounting policies (continued)
| 2.9 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.10 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.11 | 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.
| 2.12 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds. Page 22
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2. Accounting policies (continued)
| 2.13 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current corporation 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 and the Group operate and generate 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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 23
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2. Accounting policies (continued)
| 2.14 | 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 the Group's share 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 Consolidated 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 on consolidation | - |  | Over 9 years starting from the first day of the accounting period after the acquisition date
|  |  |  | Contract development | - | 33% | straight line
| 2.15 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - |  | Over the lease term
|  |  |  | Plant and machinery | - | 20% | straight line
|  |  |  | Motor vehicles | - | 33% | straight line
|  |  |  | Fixtures and fittings | - | 15% | to 25% straight line
|  |  |  | Office equipment | - | 20% | to 33% 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. Page 24
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2. Accounting policies (continued)
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 2.17 | 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.
| 2.18 | 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.
| 2.19 | 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 Consolidated 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 Group's cash management.
| 2.20 | 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.
| 2.21 | 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. Page 25
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2. Accounting policies (continued)
| 2.22 | Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the period that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
| 2.23 | Financial instruments
The Group 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 Consolidated 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. Page 26
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
3. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of goods | 18,568,722 | 14,147,459
| Contract revenue | 3,348,591 | 3,960,319
|  | 21,917,313 | 18,107,778
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 13,091,855 | 13,763,278
| Rest of Europe | 1,399,329 | 1,525,295
| Rest of the world | 7,426,129 | 2,819,205
|  | 21,917,313 | 18,107,778
4. | Auditors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Audit of the financial statements | 35,700 | 32,460
Page 27
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
5. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 4,395,421 | 3,921,528
| Social security costs | 485,717 | 428,423
| Cost of defined contribution scheme | 84,210 | 77,174
|  | 4,965,348 | 4,427,125
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Production | 32 | 33
|  | Administration and support | 48 | 50
|  | Distribution | 16 | 9
|  |  | 96 | 92
6. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 766,820 | 657,379
| Group contributions to defined contribution pension schemes | 7,045 | 5,520
|  | 773,865 | 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 £145,726 (2024 - £135,520).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £1,321).
Page 28
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
7. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 117,017 | 108,359
| Other loan interest payable | 185,571 | 236,459
| Foreign exchange rate variances | 4,063 | 10,739
| Finance leases and hire purchase contracts | 27,130 | 13,071
| Other interest payable | 16,420 | 1,797
|  | 350,201 | 370,425
8. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 157,908 | 227,199
| Adjustments in respect of previous periods | 5,559 | -
|  | 163,467 | 227,199
| Total current tax | 163,467 | 227,199
| Deferred tax |  |
| Origination and reversal of timing differences | 86,324 | 32,520
| Total deferred tax | 86,324 | 32,520
|  | 249,791 | 259,719
Page 29
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 8. 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 | 576,296 | 620,275
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 144,076 | 155,069
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 90,853 | 90,853
| Expenses not deductible for tax purposes | 15,149 | 14,184
| Capital allowances for year in excess of depreciation | (88,027) | (33,268)
| Utilisation of tax losses | (5,722) | -
| Adjustments to tax charge in respect of prior periods | 5,559 | -
| Increase or decrease from changes in pension creditor | 2,130 | 361
| Origination and reversal of timing differences | 86,324 | 32,520
| Marginal relief | (551) | -
| Total tax charge for the year | 249,791 | 259,719
Page 30
|  | PEARCE GLOBAL HOLDINGS LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
| 9. | Intangible assets
|  | Group
|  | Contract development | Website development | Computer software | Goodwill | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 June 2024 | 127,613 | 16,050 | - | 3,315,710 | 3,459,373
| Additions | - | - | 24,326 | - | 24,326
| At 31 May 2025 | 127,613 | 16,050 | 24,326 | 3,315,710 | 3,483,699
| Amortisation |  |  |  |  |
| At 1 June 2024 | 127,613 | 16,050 | - | 408,412 | 552,075
| Charge for the year | - | - | - | 363,412 | 363,412
| At 31 May 2025 | 127,613 | 16,050 | - | 771,824 | 915,487
| Net book value |  |  |  |  |
| At 31 May 2025 | - | - | 24,326 | 2,543,886 | 2,568,212
| At 31 May 2024 | - | - | - | 2,907,298 | 2,907,298
Page 31
|  | PEARCE GLOBAL HOLDINGS LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
| 10. | Tangible fixed assets
|  | Group
|  | Leasehold improvements | Plant and machinery | Motor vehicles | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 June 2024 | 302,174 | 1,085,010 | 499,381 | 402,413 | 17,248 | 2,306,226
| Additions | 92,916 | 334,174 | 228,089 | 71,911 | - | 727,090
| Disposals | - | - | (61,005) | (19,586) | - | (80,591)
| At 31 May 2025 | 395,090 | 1,419,184 | 666,465 | 454,738 | 17,248 | 2,952,725
| Depreciation |  |  |  |  |  |
| At 1 June 2024 | 86,690 | 842,375 | 263,359 | 315,699 | 12,819 | 1,520,942
| Charge for the year | 27,521 | 115,291 | 111,184 | 49,427 | 2,107 | 305,530
| Disposals | - | - | (61,005) | (19,586) | - | (80,591)
| At 31 May 2025 | 114,211 | 957,666 | 313,538 | 345,540 | 14,926 | 1,745,881
| Net book value |  |  |  |  |  |
| At 31 May 2025 | 280,879 | 461,518 | 352,927 | 109,198 | 2,322 | 1,206,844
| At 31 May 2024 | 215,484 | 242,635 | 236,022 | 86,714 | 4,430 | 785,285
Page 32
|  | PEARCE GLOBAL HOLDINGS LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
10. Tangible fixed assets (continued) Page 33
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
| 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.
11. | Fixed asset investments
| Group
|  | Investments in subsidiary companies
|  | £
| Additions | 20,595
| At 31 May 2025 | 20,595
| The additions relate to pre-incorporation setup costs.
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 June 2024 | 4,230,875
| At 31 May 2025 | 4,230,875
Page 34
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Nature of the business | Class of shares | Holding
| Pearce Global Limited | Intermediate parent company | Ordinary shares | 100%
| Pearce Signs Limited | Supply, installation and maintenance of all types of signage | Ordinary shares | 100%
| The International Sign Alliance Limited | Supply, installation and maintenance of all types of signage | Ordinary shares | 100%
| Pearce Electrical (UK) Limited | Electrical contracting | Ordinary shares | 100%
| Pearce Projects Limited | Supply, installation and maintenance of flooring and internal fixtures | Ordinary shares | 70.15%
| Pearce Eco Energy Limited | Dormant company | Ordinary shares | 100%
| Pearce Signs (Central) Limited | Dormant company | Ordinary shares | 100%
| Pearce Digital Limited | Dormant company | Ordinary shares | 100%
| TISA Global Limited | Dormant company | Ordinary shares | 100%
| The International Sign Alliance Asia Limited | Dormant company | Ordinary shares | 100%
| Pearce Signs Asia Limited | Dormant company | Ordinary shares | 100%
| Pearce Maintenance Limited | Dormant company | Ordinary shares | 100%
| Pearce Group Limited | Dormant company | Ordinary shares | 100%
| All the above subsidiaries are included in the consolidation. The company’s investment in Pearce Global Limited and Pearce Group Limited are direct ownership, all other investments are indirect ownership. On 7 August 2025, Pearce Global Limited’s shareholding in Pearce Projects Limited increased to 85.07% of the ordinary shares. The registered office address of The International Sign Alliance Asia Limited and Pearce Signs Asia Limited is Room 2002, 20/F Hing Yip Commercial Centre, 272-284 Des Voeux Road, Central, Hong Kong. The registered office address of all other subsidiary undertakings is Castle Court, Duke Street, New Basford, Nottingham, NG7 7JN.
Page 35
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
12. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Raw materials and finished goods | 264,780 | 307,740
| Work in progress | 909,444 | 560,666
|  | 1,174,224 | 868,406
13. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 5,325,628 | 3,445,142 | - | -
| Other debtors | 313,436 | 152,764 | 244 | 2,954
| Prepayments and accrued income | 451,372 | 398,680 | - | -
|  | 6,090,436 | 3,996,586 | 244 | 2,954
| An impairment loss of £106,667 (2024 - £26,065) was recognised against trade debtors.
14. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 235,405 | 360,722 | 918 | 1,298
|  | 235,405 | 360,722 | 918 | 1,298
Page 36
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
15. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 743,972 | 232,224 | - | -
| Other loans | 120,000 | - | 120,000 | -
| Trade creditors | 4,081,552 | 2,177,977 | 816 | 8,724
| Amounts owed to group undertakings | - | - | 1,815,670 | 590,391
| Corporation tax | 157,907 | 227,199 | - | -
| Other taxation and social security | 232,492 | 119,115 | - | -
| Net obligations under finance lease and hire purchase contracts | 201,990 | 127,021 | - | -
| Other creditors | 207,758 | 159,334 | - | -
| Accruals and deferred income | 1,800,333 | 1,221,832 | 31,761 | 18,422
|  | 7,546,004 | 4,264,702 | 1,968,247 | 617,537
Page 37
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
16. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 150,000 | 270,000 | - | -
| Other loans | 2,163,906 | 3,541,011 | 2,163,906 | 3,541,011
| Net obligations under finance leases and hire purchase contracts | 360,350 | 180,028 | - | -
|  | 2,674,256 | 3,991,039 | 2,163,906 | 3,541,011
The other loans represent loan notes with a fixed interest rate of 5%. The loan notes relate to secured founder loan notes and management loan notes as detailed below: Secured founder loan notes (see Charges section below): • Amounts due in less than one year: £120,000 (2024 - £nil). • Amounts due in greater than one year: £2,044,667 (2024 - £3,382,000). • £10,000 per month is repayable until 22 August 2027 at which point the remaining balance is due. • Overpayments can be made subject to the company complying with loan covenants. • Before redemption of the founder loan notes, certain prescribed business decisions, including repayment of the management loan notes, require the consent of two of the founder loan note holders. Management loan notes: • Amounts due in greater than one year: £119,239 (2024 - £159,011). • At the balance sheet date, there was no expectation that any of the management loan notes would be repaid during the following twelve months. Charges Group Bank loans of £893,972 (2024 - £502,224) are secured by 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 of £562,340 (2024 - £307,049) are secured over the assets to which they relate. • Pearce Signs Limited has provided guarantees to support two group companies. Founder loan notes of £2,146,667 (2024 - £3,382,000) are secured by 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. Page 38
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 Company Founder loan notes of £2,146,667 (2024 - £3,382,000) are secured by 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.
17. | Loans
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 743,972 | 232,224 | - | -
| Other loans | 120,000 | - | 120,000 | -
| Amounts falling due after more than one year |  |  |  |
| Bank loans | 150,000 | 270,000 | - | -
| Other loans | 2,163,906 | 3,541,011 | 2,163,906 | 3,541,011
|  | 3,177,878 | 4,043,235 | 2,283,906 | 3,541,011
18. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 201,990 | 127,021
| After more than one year | 360,350 | 180,028
|  | 562,340 | 307,049
Page 39
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
19. | Financial instruments
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Financial liabilities |  |  |  |
| Financial assets that are debt instruments measured at amortised cost | 5,874,469 | 3,958,628 | 918 | 1,298
| Financial liabilities measured at amortised cost | 8,807,517 | 7,090,911 | 4,132,153 | 4,158,548
| Group Items of income, expense, gains or losses The total interest income for financial assets not measured at fair value through profit or loss is £Nil (2024 - £Nil). The total interest expense for financial liabilities not measured at fair value through profit or loss is £257,671 (2024 - £284,969). Impairment to trade debtors The amount of the impairment loss during the year was £106,667 (2024 - £26,065). Company Items of income, expense, gains or losses The total interest expense for financial liabilities not measured at fair value through profit or loss is £140,654 (2024 - £176,610).
Page 40
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
20. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (93,544) | (61,024)
| Charged to profit or loss | (86,324) | (32,520)
| At end of year | (179,868) | (93,544)
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (179,868) | (93,544)
|  | (179,868) | (93,544)
21. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 2,500 (2024 - 2,500) Ordinary A shares of £1.00 each | 2,500 | 2,500
|  | 7,500 (2024 - 7,500) Ordinary B shares of £1.00 each | 7,500 | 7,500
|  |  | 10,000 | 10,000
| All ordinary shares carry equal voting and dividend rights. At the balance sheet date, 1,000 ordinary B shares (2024 - 1,071) were held in treasury each with a nominal value of £1. During the year, 1,608 ordinary B shares were purchased into treasury and 1,679 were sold out of treasury. Each share carries equal voting rights. Dividend rights are variable.
Page 41
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
22. | Analysis of net debt
|  | At 1 June 2024 | Cash flows | New finance leases | At 31 May 2025
|  | £ | £ | £ | £
| Cash at bank and in hand | 360,722 | (125,317) | - | 235,405
| Debt due after 1 year | (3,811,011) | 1,377,105 | - | (2,433,906)
| Debt due within 1 year | (232,224) | (511,748) | - | (743,972)
| Finance leases | (307,049) | 190,306 | (445,597) | (562,340)
|  | (3,989,562) | 930,346 | (445,597) | (3,504,813)
23. | Pension commitments
Defined contribution pension scheme The group 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 £84,210 (2024 - £77,174). Contributions totalling £33,284 (2024 - £11,759) were payable to the scheme at the end of the period and are included in creditors.
24. | Commitments under operating leases
| At 31 May 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 289,330 | 202,093
| Later than 1 year and not later than 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 - £359,478).
Page 42
PEARCE GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
25. | Related party transactions
| Group At the balance sheet date: • A creditor balance owed to key management personnel amounted to £Nil (2024 - £Nil). • Loan notes owed to key management personnel amounted to £1,764,297 (2024 - £2,723,269). During the year, lease expenses paid to an entity under the control of key management personnel amounted to £125,000 (2024 - £125,000). Company At the balance sheet date: • A creditor balance owed to key management personnel amounted to £Nil (2024 - £Nil). • Loan notes owed to key management personnel amounted to £1,764,297 (2024 - £2,723,269).
26. | Post balance sheet event
As detailed in note 2.4, the Group incurred a loss during the 11 months ended 30 April 2026. March and April 2026 management figures, however, were much improved and the Group 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 £337,776 in relation to the current tax charge of £157,908 (see note 8) and £179,868 in relation to the deferred tax liability (see note 20).
27. | Control
The directors deem that Pearce Global Holdings Limited has no controlling party.
Page 43