ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

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

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

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)

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.

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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).

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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.

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