Company registration number 07915251 (England and Wales)
T P JORDESON (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
T P JORDESON (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
Mr B R Scarborough
Mr O J M Tompkin
Company number
07915251
Registered office
53 The Tannery
Lawrence Street
York
YO10 3WH
Auditor
Azets Audit Services Limited
Triune Court
Monks Cross Drive
York
YO32 9GZ
T P JORDESON (HOLDINGS) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 30
T P JORDESON (HOLDINGS) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Business overview

The company's principal activity is that of a non-trading holding company. The group's principal activity is the import and distribution of softwood timber products to the UK marketplace. The group's customer base is composed of merchants and large volume timber product manufacturers.

Business Model

The company has strong links with softwood sawmills in Northern Europe. These links, combined with an expert understanding of softwood timber products, freight and logistics, allows the company to source and import softwood timber products at highly competitive prices.

By removing the complexities involved in the import of softwood timber products to the UK, we offer our customer base a convenient, fast and reliable supply.

Objectives

The directors are satisfied with turnover in the year ended 31 December 2025.

Gross margin was lower than expected due to price weakness in the second half of the year.

The directors forecast that turnover will increase slightly in 2026 as a result of increased sales capacity. Gross profit is forecast to increase as timber prices stabilise in 2026.

Strategy

The company will continue to retain profits with a view to increasing the company’s ability to fund its purchases whilst simultaneously bringing down financing costs.

The company is committed to ensuring long term growth of the business and aims to achieve this by ensuring it retains and attracts high quality personnel.

Principal risks and uncertainties

The group takes all relevant steps to minimise business risk.

Risk is identified by the directors in regular monthly strategic meetings.

There is a risk that the business will not perform due to internal factors or competitive pressure in the markets in which it operates. In addition, the marketplace is heavily influenced by the performance of the UK construction industry.

The risk is managed by ensuring a highly experienced management team is in place to assess market risks and act accordingly.

Development and performance

Performance in the year ended 31 December 2025 was below expectation due to the declining price of timber throughout the second half of the year. Turnover remained high but gross margin was below forecast.

T P JORDESON (HOLDINGS) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators

The company operates in a highly competitive marketplace with a relatively consistent profit margin. The key financial indicators that drive the success of the business are the continued high turnover combined with a highly efficient and low cost operating infrastructure.

202 5 20 24

• Net sales t urnover £76.7m £82.6m

• Profit before tax £754k £5.1k

• Gross profit ratio 5.8% 3.8%

The directors believe that the stable turnover for the year ended 31 December 2025, combined with the stable operating expenditure shown in the same period, is the most effective measure of progress towards achieving the company’s objectives.

The directors intend to remunerate senior management in accordance with meeting these objectives.

Other information and explanations (including information relevant to the groups S172 statement)

The company operates in a marketplace that is sensitive to its environmental impact. The company takes its responsibility to the environment very seriously. A copy of the company’s full environmental policy can be found on its website. www.jordeson.co.uk/environmentalpolicy

The company is committed to promoting equality of opportunity for all staff and job applicants. The company publishes a Staff Handbook to all employees which contains a comprehensive Equal Opportunities Policy, including a commitment to equal pay, and a policy of non-discrimination on the grounds of age, disability, gender, race, colour, nationality, ethnic or national origin, religion or belief.

The company takes careful steps to ensure that Modern Slavery is not taking place in our own business or in our supply chain. The company has published a Slavery and Human Trafficking Statement which is available on its website.

The company is committed to paying its creditors in accordance with the payment terms agreed between the two parties. The company has an excellent reputation for settling its debts in a timely manner.

On behalf of the board

Mr B R Scarborough
Director
5 June 2026
T P JORDESON (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 9.

Interim ordinary dividends were paid amounting to £506,000 (2024 - £150,000). The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr B R Scarborough
Mr O J M Tompkin
Auditor

The auditor, Azets Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

In accordance with the Streamlined Energy and Carbon (“SECR”) reporting requirements, the directors report on the subsidiary company’s energy usage and greenhouse gas emissions for the year ended 31 December 2025 for T P Jordeson & Company Limited.

Energy usage figures reflect the company's electricity usage at head office and the fuel used through business mileage undertaken by employees in privately owned cars.

Emissions have been calculated using conversion factors available from public information sources.

| 2025 2024 | 202 5 202 4
| kWh | kWh | CO2 kg | CO2 kg
Electricity usage (Head Office) | 24,008 | 15,891 | 4,249 | 3,257
Fuel Usage | 26,990 | 30,740 | 16,266 | 16,404
Total | 50,998 | 46,631 | 20,515 | 19,661

The company is looking to reduce its fuel related emissions by using video conferencing technology to communicate with both suppliers and customers and reduce unnecessary travel.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

T P JORDESON (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
Mr B R Scarborough
Director
5 June 2026
T P JORDESON (HOLDINGS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

T P JORDESON (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF T P JORDESON (HOLDINGS) LIMITED
- 6 -
Opinion

We have audited the financial statements of T P Jordeson (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 the parent company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

T P JORDESON (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF T P JORDESON (HOLDINGS) LIMITED
- 7 -
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 identifie d material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

T P JORDESON (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF T P JORDESON (HOLDINGS) LIMITED
- 8 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

- Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accounting period.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Edward Cliff (Senior Statutory Auditor)
For and on behalf of Azets Audit Services Limited, Statutory Auditor
Chartered Accountants
Triune Court
Monks Cross Drive
York
YO32 9GZ
5 June 2026
T P JORDESON (HOLDINGS) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
76,297,421
82,559,754
Cost of sales
(71,874,332)
(79,401,969)
Gross profit
4,423,089
3,157,785
Administrative expenses
(4,029,786)
(3,431,015)
Other operating income
247,399
228,983
Operating profit/(loss)
4
640,702
(44,247)
Interest receivable and similar income
7
113,670
49,424
Profit before taxation
754,372
5,177
Tax on profit
8
(94,774)
(70,979)
Profit/(loss) for the financial year
659,598
(65,802)
Profit/(loss) for the financial year is attributable to:
- Owners of the parent company
662,768
(50,398)
- Non-controlling interests
(3,170)
(15,404)
659,598
(65,802)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
662,768
(50,398)
- Non-controlling interests
(3,170)
(15,404)
659,598
(65,802)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

T P JORDESON (HOLDINGS) LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
2,270,303
1,816,262
2,270,303
1,816,262
Current assets
Stocks
12
7,911,829
6,944,720
Debtors
13
12,423,674
14,672,141
Cash at bank and in hand
5,009,619
3,850,474
25,345,122
25,467,335
Creditors: amounts falling due within one year
14
(8,165,860)
(8,042,404)
Net current assets
17,179,262
17,424,931
Total assets less current liabilities
19,449,565
19,241,193
Provisions for liabilities
Deferred tax liability
15
66,000
66,000
(66,000)
(66,000)
Net assets
19,383,565
19,175,193
Capital and reserves
Called up share capital
18
108
102
Share premium account
73,024
18,256
Profit and loss reserves
19,328,997
19,172,229
Equity attributable to owners of the parent company
19,402,129
19,190,587
Non-controlling interests
(18,564)
(15,394)
Total equity
19,383,565
19,175,193
The financial statements were approved by the board of directors and authorised for issue on 5 June 2026 and are signed on its behalf by:
05 June 2026
Mr B R Scarborough
Director
Company registration number 07915251 (England and Wales)
T P JORDESON (HOLDINGS) LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
11
530,490
530,490
530,490
530,490
Current assets
Debtors
13
285,713
18,258
Cash at bank and in hand
10
10
285,723
18,268
Creditors: amounts falling due within one year
14
(128,337)
-
Net current assets
157,386
18,268
Net assets
687,876
548,758
Capital and reserves
Called up share capital
18
108
102
Share premium account
73,024
18,256
Profit and loss reserves
614,744
530,400
Total equity
687,876
548,758

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £590,344 (2024 - £150,000 profit).

The financial statements were approved by the board of directors and authorised for issue on 5 June 2026 and are signed on its behalf by:
05 June 2026
Mr B R Scarborough
Director
Company registration number 07915251 (England and Wales)
T P JORDESON (HOLDINGS) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
100
-
0
19,372,627
19,372,727
10
19,372,737
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(50,398)
(50,398)
(15,404)
(65,802)
Issue of share capital
18
2
18,256
-
18,258
-
18,258
Dividends
9
-
-
(150,000)
(150,000)
-
(150,000)
Balance at 31 December 2024
102
18,256
19,172,229
19,190,587
(15,394)
19,175,193
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
662,768
662,768
(3,170)
659,598
Issue of share capital
18
6
54,768
-
54,774
-
54,774
Dividends
9
-
-
(506,000)
(506,000)
-
(506,000)
Balance at 31 December 2025
108
73,024
19,328,997
19,402,129
(18,564)
19,383,565
T P JORDESON (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
100
-
0
530,400
530,500
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
150,000
150,000
Issue of share capital
18
2
18,256
-
18,258
Dividends
9
-
-
(150,000)
(150,000)
Balance at 31 December 2024
102
18,256
530,400
548,758
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
590,344
590,344
Issue of share capital
18
6
54,768
-
54,774
Dividends
9
-
-
(506,000)
(506,000)
Balance at 31 December 2025
108
73,024
614,744
687,876
T P JORDESON (HOLDINGS) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
2,190,908
(1,602,096)
Income taxes refunded/(paid)
30,838
(93,500)
Net cash inflow/(outflow) from operating activities
2,221,746
(1,695,596)
Investing activities
Purchase of tangible fixed assets
(725,045)
(956,249)
Proceeds from disposal of tangible fixed assets
-
9,941
Interest received
113,670
49,424
Net cash used in investing activities
(611,375)
(896,884)
Financing activities
Proceeds from issue of shares
54,774
18,258
Dividends paid to equity shareholders
(506,000)
(150,000)
Net cash used in financing activities
(451,226)
(131,742)
Net increase/(decrease) in cash and cash equivalents
1,159,145
(2,724,222)
Cash and cash equivalents at beginning of year
3,850,474
6,574,696
Cash and cash equivalents at end of year
5,009,619
3,850,474
T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
1
Accounting policies
Company information

T P Jordeson (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 53 The Tannery, Lawrence Street, York, North Yorkshire, YO10 3WH.

The group consists of T P Jordeson (Holdings) Limited, T P Jordeson & Company Limited and THL Terminal Ltd,

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Basis of consolidation

The consolidated financial statements incorporate those of T P Jordeson (Holdings) Limited and all of its subsidiaries (ie entities that the g roup controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

1.3
Going concern

The directors have considered all factors, including in the wider economy, as part of their assessment of going concern. Although the current economic climate creates both cashflow and profitability risks for the company and the group, the company and the group continue to trade profitably and are cash generative. Budgets and cashflows have been prepared using assumptions for capital expenditure, customer demand and supply chain costs as well as expectations for legal and regulatory environmental impacts. These budgets and cashflows indicate continuing profitability and cash generation, consequently the directors believe on balance that they have sufficient resources to enable trading to continue for a period of at least one year from the date of approval of the financial statements. Accordingly, these financial statements have been prepared on the going concern basis.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
2% straight line and over the life of the lease
Plant and machinery
20% straight line
Fixtures, fittings and equipment
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.6
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.7
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publically traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
Other financial liabilities

Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed, where the amounts are mentioned, on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stock

Ageing and damaged stock is scrutinised by management and provision is made to write the value of stock down where management consider it unlikely that the product will realise its initial cost value.

Bad debt provision

Outstanding trade debtor balances are reviewed on a line by line basis by management to identify possible amounts where a provision is required. Management closely manage the collection of trade debtors and are therefore able to identify balances where there is uncertainty about its recoverability, and determine what provision is required (if any).

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Sale of timber
72,170,933
81,241,088
Handling and storage
4,126,488
1,318,666
76,297,421
82,559,754
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
75,829,271
82,509,904
Rest Of Europe
468,150
49,850
76,297,421
82,559,754
2025
2024
£
£
Other revenue
Interest income
113,670
49,424
T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
4
Operating profit/(loss)
2025
2024
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange losses/(gains)
76,167
(17,997)
Depreciation of owned tangible fixed assets
270,937
166,354
Loss/(profit) on disposal of tangible fixed assets
67
(634)
Operating lease charges
673,881
614,827
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
1,500
1,450
Audit of the financial statements of the company's subsidiaries
18,650
17,600
20,150
19,050
For other services
Taxation compliance services
3,800
3,500
All other non-audit services
6,750
6,350
10,550
9,850
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
2
2
2
2
Administrative and sales staff
34
24
-
-
Total
36
26
2
2
T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 23 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
1,450,955
1,097,856
-
0
-
0
Social security costs
174,961
104,699
-
-
Pension costs
38,066
98,221
-
0
-
0
1,663,982
1,300,776
-
0
-
0

Key management personnel comprise the directors only, and their remuneration is disclosed at note 25.

7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
113,670
49,424
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
110,000
12,000
Adjustments in respect of prior periods
(15,226)
49,979
Total current tax
94,774
61,979
Deferred tax
Origination and reversal of timing differences
-
0
9,000
Total tax charge
94,774
70,979
T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Taxation
(Continued)
- 24 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
754,372
5,177
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
188,593
1,294
Tax effect of expenses that are not deductible in determining taxable profit
13,734
10,724
Tax effect of income not taxable in determining taxable profit
(332)
-
0
Adjustments in respect of prior years
(15,226)
49,979
Depreciation on assets not qualifying for tax allowances
3,634
5,374
Deferred tax adjustments in respect of prior years
-
0
(1,588)
Tax at marginal rate
-
0
(477)
Other tax adjustments
3,851
-
0
Movement in deferred tax not recognised
(39,250)
5,673
Other permanent differences
(60,230)
-
0
Taxation charge
94,774
70,979
9
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
506,000
150,000
T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
10
Tangible fixed assets
Group
Leasehold land and buildings
Plant and machinery
Fixtures, fittings and equipment
Total
£
£
£
£
Cost
At 1 January 2025
1,626,566
399,709
55,618
2,081,893
Additions
520,204
202,528
2,313
725,045
Disposals
-
0
-
0
(149)
(149)
At 31 December 2025
2,146,770
602,237
57,782
2,806,789
Depreciation and impairment
At 1 January 2025
145,481
89,340
30,810
265,631
Depreciation charged in the year
191,571
68,719
10,647
270,937
Eliminated in respect of disposals
-
0
-
0
(82)
(82)
At 31 December 2025
337,052
158,059
41,375
536,486
Carrying amount
At 31 December 2025
1,809,718
444,178
16,407
2,270,303
At 31 December 2024
1,481,085
310,369
24,808
1,816,262
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
11
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
24
-
0
-
0
530,490
530,490

Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
530,490
Carrying amount
At 31 December 2025
530,490
At 31 December 2024
530,490
T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
12
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
7,911,829
6,944,720
-
0
-
0
13
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
12,174,190
14,144,911
-
0
-
0
Corporation tax recoverable
-
0
15,612
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
275,638
18,258
Other debtors
27,266
60,655
10,075
-
0
Prepayments and accrued income
222,218
450,963
-
0
-
0
12,423,674
14,672,141
285,713
18,258

Amounts owed by group undertakings are unsecured and repayable on demand.

Included with other debtors is directors loan account of £10,075 (2024 - £nil), as detailed in note 22.

14
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
6,664,691
6,680,101
-
0
-
0
Corporation tax payable
110,000
-
0
28,000
-
0
Other taxation and social security
1,246,569
1,233,343
-
0
-
0
Other creditors
103,943
102,736
100,337
-
0
Accruals and deferred income
40,657
26,224
-
0
-
0
8,165,860
8,042,404
128,337
-
0

At the balance sheet date, an amount of £100,337 (2024 - £99,283) was included within creditors: amounts falling due within one year, in relations, in relations to loans received from the directors of the company.

T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
15
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
66,000
66,000
The company has no deferred tax assets or liabilities.
There were no deferred tax movements in the year.
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
38,066
98,221

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

17
Share-based payment transactions
Group and company

The group operates a share scheme within T P Jordeson (Holdings) Limited . Shares options were granted to certain employees in prior periods, over 8 additional shares for an exercise price of £9,129.

During the prior period an employee exercised options over 2 E Ordinary shares of £1. Funds of £18,258 were transferred to the company of which £18,256 was allocated to the share premium account.

During this period three further employees exercised options over 6 E Ordinary shares of £1. Funds of £54,774 were transferred to the company of which £54,766 was allocated to the share premium account.

The fair value of the total share options issued is estimated to be £115,000. On the grounds of materiality, the directors deemed it not necessary to provide for the fair value of the above in the financial statements and accordingly there is no impact on t h e reported profits arising from these share options being granted and exercised. All options of the scheme have now been exercised.

T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
18
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
X Ordinary shares of £1 each
40
40
40
40
Y Ordinary shares of £1 each
30
30
30
30
A Ordinary shares of £1 each
10
10
10
10
B Ordinary shares of £1 each
20
20
20
20
E2 Ordinary shares of £1 each
2
2
2
2
E1 Ordinary shares of £1 each
2
-
2
-
E3 Ordinary shares of £1 each
2
-
2
-
E4 Ordinary shares of £1 each
2
-
2
-
108
102
108
102

The company has different classes of Ordinary share capital with specific rights as follows:

A, B, X, and Y Ordinary shares

Dividends may be paid to the holders of any class of share to the exclusion of the other(s). In each case at the same or different rates, as determined by ordinary resolution or resolution of the directors. On winding up the X and Y shares will be repaid first, equally as if they constitute one class of share. The A and B shares will then be repaid equally as if they constitute one class of share. Any residue will be divided between the A, B, X and Y shareholders.

E1, E2, E3, and E4 Ordinary shares

The E Ordinary shares have no voting rights or right to recieve or attend general meetings, fixed income and capital rights.

19
Financial commitments, guarantees and contingent liabilities

HSBC Bank plc holds a composite company unlimited multilateral guarantees given by T P Jordeson (Holdings) Limited, T P Jordeson & Company Limited and THL Terminal Ltd (formerly B Berry and Son Limited) in respect of amounts owed to HSBC. Total group indebtedness to HSBC amounted to £nil (2024 - £nil) at the balance sheet date.

At the date of approval of the financial statements, no default has occurred which would trigger the above liability, nor is one anticipated. As such, the directors consider that the fair value of this obligation is £nil, and as such there is no recognition of a liability on the balance sheet.

T P Jordeson (Holdings) Limited has, in accordance with s479C of the Companies Act 2006, provided a guarantee over the liabilities of its subsidiar y, THL Terminal Ltd (company registration number (03615853); registered in England & Wales; registered office address is 53 The Tannery, Lawrence Street, York, YO10 3WH) which permits the subsidiary to not obtain an audit of their individual financial statements for the year ended 31 December 202 5, in accordance with the exemptions conferred by s479A Companies Act 2006.

T P Jordeson (Holdings) Limited is a guarantor for a rental opertaing lease for its subsidary undertaking, THL Terminal Ltd. Lease commitments are detailed in note 20.

T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
20
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
633,987
633,387
-
-
Between two and five years
2,488,464
2,500,851
-
-
In over five years
1,450,400
2,072,000
-
-
4,572,851
5,206,238
-
-
21
Related party transactions

The company has taken advantage of the exemption granted by paragraph 33.1A of FRS102 not to disclose related party transactions with T P Jordeson (Holdings) Limited group companies.

22
Directors' transactions

Interest free loans have been granted by the group to its directors as follows:

Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
Mr O J M Tompkin - Directors Loan Account
-
-
10,075
10,075
-
10,075
10,075
23
Ulitimate Controlling party

The directors are of the opinion the group has no ultimate controlling party.

24
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
THL Terminal Ltd
England and Wales
Warehousing and storage
Ordinary
90.00
T P Jordeson & Company Limited
England and Wales
Import and distribution of softwood timber into the UK and Ireland
Ordinary
100.00
T P JORDESON (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
24
Subsidiaries
(Continued)
- 30 -

The registered office for these companies is as T P Jordeson (Holdings) Limited.

25
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
161,020
148,520
Company pension contributions to defined contribution schemes
2,642
40,142
163,662
188,662

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The above also represents total key management personnel remuneration.

26
Cash generated from/(absorbed by) group operations
2025
2024
£
£
Profit/(loss) after taxation
659,598
(65,802)
Adjustments for:
Taxation charged
94,774
70,979
Investment income
(113,670)
(49,424)
Loss/(gain) on disposal of tangible fixed assets
67
(634)
Depreciation and impairment of tangible fixed assets
270,937
166,354
Movements in working capital:
(Increase)/decrease in stocks
(967,109)
1,237,277
Decrease/(increase) in debtors
2,232,855
(4,303,765)
Increase in creditors
13,456
1,342,919
Cash generated from/(absorbed by) operations
2,190,908
(1,602,096)
27
Analysis of changes in net funds - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
3,850,474
1,159,145
5,009,619
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