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Registered number: 09555224
Principal Group Holdings Limited
Unaudited
Directors' Report and Financial Statements
For the Year Ended 31 October 2025
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Principal Group Holdings Limited
Company Information
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M Musial (appointed 1 January 2026)
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S Titterington (appointed 1 January 2026)
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Hurst Accountants Limited
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Principal Group Holdings Limited
Contents
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Statement of Comprehensive Income
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Notes to the Financial Statements
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Principal Group Holdings Limited
Directors' Report
For the Year Ended 31 October 2025
The directors present their report and the financial statements for the year ended 31 October 2025.
The director who served during the year was:
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Principal Group Holdings Limited
Statement of Comprehensive Income
For the Year Ended 31 October 2025
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The company was dormant throughout the entirety of this and the previous accounting period.
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Balance Sheet
As at 31 October 2025
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Creditors: amounts falling due within one year
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For the year ended 31 October 2025 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006.
Members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 7 form part of these financial statements.
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Principal Group Holdings Limited
Registered number: 09555224
Balance Sheet (continued)
As at 31 October 2025
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Principal Group Holdings Limited
Notes to the Financial Statements
For the Year Ended 31 October 2025
Principal Group Holdings Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Citygate 2 Cross Street, Sale, M33 7JR, United Kingdom.
2.Accounting policies
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Basis of preparation of financial statements
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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 requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
At the year end the company had net liabilities of £631,176 (2024: £631,176). This includes a loan from the company's ultimate shareholder of £2,000,939 (2024: £2,943,939). The company has received assurances that the shareholder will not seek repayment of this loan beyond a point that would result in the company, and the group it heads, to be unable to pay its debts as they fall due.
As a result the accounts have been prepared on a going concern basis.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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Principal Group Holdings Limited
Notes to the Financial Statements
For the Year Ended 31 October 2025
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Investments in subsidiary companies
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Principal Group Holdings Limited
Notes to the Financial Statements
For the Year Ended 31 October 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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The company’s assets are subject to fixed and floating charges under a Composite Guarantee and Trust Debenture dated 27 November 2018. The charge covers substantially all of the company’s assets and undertaking and includes a negative pledge.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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The group operates an Enterprise Management Incentive share option plan under which options over B Ordinary Shares of the company may be granted to employees of the company's subsidiary, Principal Insurance Limited. The options are equity-settled and are exercisable in accordance with the scheme rules, principally on an exit event or in the 90-day period prior to the tenth anniversary of grant, unless otherwise permitted by the board.
During the year, the company had outstanding EMI options granted in previous periods. The options are over £0.001 B Ordinary Shares in Principal Group Holdings. The Shares carry restricted rights, including no voting rights and no entitlement to dividends, and are subject to transfer and leaver restrictions under the company’s Articles of Association.
The fair value of options granted is measured at the grant date using an appropriate option pricing model and is charged to profit or loss over the relevant vesting period, with a corresponding credit to equity. The fair value calculation takes into account the exercise price, the market value of the shares at the date of grant, expected volatility, expected option life, risk-free rate and expected dividend yield.
No options were granted during the year ended 31 October 2025. The current value of any share based payment account has been deemed immaterial.
No charge has been recognised in these financial statements in respect of the additional options approved after the year end, as described in note 26.
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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Principal Group Holdings Limited
Notes to the Financial Statements
For the Year Ended 31 October 2025
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Related party transactions
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During the year, a subsidiary company repaid £943,000 (2024: £Nil) of informal loans to a shareholder of Principal Group Holdings Limited on behalf of the company. At the year end £1,776,072 (2023: £1,776,072) was owed to the subsidiary undertaking by the company and £2,000,939 (2024: £2,943,939) was owed to the shareholder.
Both balances are interest free, are repayable on demand and are included in creditors.
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Post balance sheet events
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On 24 March 2026, the company acquired the entire share capital of Europa Group Limited and Europa Underwriting Limited. These entities will form part of the group going forward.
On 24 November 2025, the board approved the grant of further EMI options over B Ordinary Shares in the company to selected employees of Principal Insurance Limited under the company’s existing EMI share option plan. The options were granted over a total of 30,817 B Ordinary Shares of £0.001 each.
The controlling party of the company at the year end was G Squire by virtue of his 88% stake in the voting share capital.
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