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Registered number: 09157376 PROMATIC HOLDINGS LIMITED ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
PROMATIC HOLDINGS LIMITED COMPANY INFORMATION
Directors | C G Clarke
| B Jardine
| M Martelli
| G J Thompson-Jones
Company secretary | D Cousins
Registered number | 09157376
Registered office | Unit 1 Hooton Road
| Hooton
| South Wirral
| CH66 7PA
Independent auditors | WR Partners
| Chartered Accountants & Statutory Auditors
| 3 Royal Court
| Gadbrook Park
| Northwich
| Cheshire
| CW9 7UT
PROMATIC HOLDINGS LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditors' report | 5 - 8
Consolidated statement of comprehensive income | 9
Consolidated balance sheet | 10 - 11
Company balance sheet | 12
Consolidated statement of changes in equity | 13 - 14
Company statement of changes in equity | 15 - 16
Consolidated statement of cash flows | 17 - 18
Notes to the financial statements | 19 - 44
PROMATIC HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the strategic report for the year ended 31 December 2025.
Business review
The statement of comprehensive income is set out on page 9 and shows turnover for the year of £16,086,668 (2024 - £16,479,999) and a profit for the year after tax of £452,929 (2024 - £93,178). The group continues to offer multiple options and products through our highly talented and dedicated teams who deliver exceptional service and solutions to our customers. Our entities based in the UK, France, Italy and the United States of America provide us with the platform to deliver across the globe with sales to over 60 countries across 6 continents in 2024. The group continues to invest in capital expenditure to build a first-class manufacturing facility and research and development activities to be able to offer new and innovative solutions to the customers and market. In the year research and development spend was £172,923 (2024 - £217,785). Gross margin has increased to 44.8% in 2025 from 43.1% in 2024. The group buys and sells in multiple currencies. Administrative expenses include foreign exchange losses of £54,114 (2024 - £83,361).
Principal risks and uncertainties
The market for the manufacture and distribution of Clay Pigeon Traps and associated products on a worldwide basis is competitive. The company is a market leader and seeks to manage the risk of losing market share to key competitors by the provision of better quality products with a wider range and market leading price competitiveness. Sales to Europe are made in euros and to the USA in US dollars. The company also purchases products from around the globe in various currencies. The company is therefore exposed to movements in exchange rates. The directors monitor the net exposure and take steps on pricing and sourcing to reduce the impact of currency movements. The main financial risks arising from the company’s activities are credit risk and exchange rate risk. These are monitored by the board of directors and were not considered to be significant at the balance sheet date. The company’s policy in respect of credit risk, is to require appropriate credit checks on potential customers before sales are made. Other risks Significant increases in labour costs coupled with a continued shortage of skills in the market. It is the opinion of the management and the Board that the company has a level of resilience which can weather a recession (as supported by the financial modelling of different future states). Page 1
PROMATIC HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis based on key performance indicators
The key performance indicators for the business which include our EBITDA, order book, gross margin, cash generation and market mix analysis are all very positive for the year ahead. In 2025 the group has achieved an EBITDA of £1,259,815 (2024 - £1,168,073). There was an overall cash outflow during the year of £379,543 (2024 - £1,415,318). This report was approved by the board and signed on its behalf.
G J Thompson-Jones Director
Date: 7 July 2026
Page 2
PROMATIC HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
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 judgements 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.
Principal activity
The principal activity of the group continued to be that of manufacture and distribution of clay pigeon traps and associated products to global markets.
Results and dividends
The profit for the year, after taxation, amounted to £452,929 (2024 - £93,178). The results for the year are shown on pages 9 to 16. No ordinary dividends were paid during the year and the directors do not recommend the payment of a final dividend.
Directors
The directors who served during the year were:
C G Clarke
J Goodhart (resigned 6 November 2025)
B Jardine
M Martelli
J Moses (resigned 11 September 2025)
G J Thompson-Jones
Page 3
PROMATIC HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
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.
Auditors
The auditors, WR Partners, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
G J Thompson-Jones Director
Date: 7 July 2026
Page 4
PROMATIC HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED
Opinion
We have audited the financial statements of Promatic Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the 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 December 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.
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 or the 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. Page 5
PROMATIC HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROMATIC 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 6
PROMATIC HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, 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: The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006), the relevant tax compliance regulations and the UK General Data Protection Regulation (GDPR). We understood how the company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed internal records and correspondence and the results of our testing in other areas to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements. We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there may be susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements. 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 7
PROMATIC HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROMATIC 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. Fran Johnson BSc BFP FCA (Senior statutory auditor) for and on behalf of WR Partners Chartered Accountants Statutory Auditors 3 Royal Court Gadbrook Park Northwich Cheshire CW9 7UT 8 July 2026 Page 8
PROMATIC HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 16,086,668 | 16,479,999
Cost of sales |  | (8,880,196) | (9,372,336)
Gross profit |  | 7,206,472 | 7,107,663
Administrative expenses |  | (6,447,571) | (6,811,664)
Exceptional administrative expenses | 5 | - | (2,247)
Operating profit | 6 | 758,901 | 293,752
Interest payable and similar expenses | 10 | (305,676) | (181,126)
Profit before taxation |  | 453,225 | 112,626
Tax on profit | 11 | (296) | (19,448)
Profit for the financial year |  | 452,929 | 93,178
Other comprehensive income |  | (199,609) | 60,007
Total comprehensive income for the year |  | 253,320 | 153,185
The notes on pages 19 to 44 form part of these financial statements.
Page 9
PROMATIC HOLDINGS LIMITED REGISTERED NUMBER: 09157376 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 230,221 |  | 247,367
Tangible assets | 13 |  | 1,953,510 |  | 1,447,163
|  |  | 2,183,731 |  | 1,694,530
Current assets |  |  |  |  |
Stocks | 15 | 3,566,858 |  | 3,035,316 |
Debtors: amounts falling due within one year | 16 | 5,214,218 |  | 4,003,192 |
Cash at bank and in hand | 17 | 509,330 |  | - |
|  | 9,290,406 |  | 7,038,508 |
Creditors: amounts falling due within one year | 18 | (5,424,777) |  | (3,683,236) |
Net current assets |  |  | 3,865,629 |  | 3,355,272
Total assets less current liabilities |  |  | 6,049,360 |  | 5,049,802
Creditors: amounts falling due after more than one year | 19 |  | (2,865,528) |  | (2,119,289)
Net assets |  |  | 3,183,832 |  | 2,930,513
Page 10
PROMATIC HOLDINGS LIMITED REGISTERED NUMBER: 09157376 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 4,824 |  | 4,824
Share premium account | 24 |  | 1,188,069 |  | 1,188,069
Capital redemption reserve | 24 |  | 5,137 |  | 5,137
Foreign exchange reserve | 24 |  | 270,059 |  | 469,669
Other reserves | 24 |  | 771,780 |  | 771,780
Profit and loss account | 24 |  | 943,963 |  | 491,034
|  |  | 3,183,832 |  | 2,930,513
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
G J Thompson-Jones
Director
Date: 7 July 2026
The notes on pages 19 to 44 form part of these financial statements. Page 11
PROMATIC HOLDINGS LIMITED REGISTERED NUMBER: 09157376 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 14 |  | 8,699,861 |  | 8,699,861
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 1,430,633 |  | 1,300,961 |
Creditors: amounts falling due within one year | 18 | (5,278,571) |  | (4,738,142) |
Net current liabilities |  |  | (3,847,938) |  | (3,437,181)
Total assets less current liabilities |  |  | 4,851,923 |  | 5,262,680
Creditors: amounts falling due after more than one year | 19 |  | (1,508,567) |  | (1,325,398)
Net assets |  |  | 3,343,356 |  | 3,937,282
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 4,824 |  | 4,824
Share premium account | 24 |  | 1,188,069 |  | 1,188,069
Capital redemption reserve | 24 |  | 5,137 |  | 5,137
Other reserves | 24 |  | 771,780 |  | 771,780
Profit and loss account | 24 |  | 1,373,546 |  | 1,967,472
|  |  | 3,343,356 |  | 3,937,282
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
G J Thompson-Jones
Director
Date: 7 July 2026
The notes on pages 19 to 44 form part of these financial statements. Page 12

|  | PROMATIC HOLDINGS LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Other reserves | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £ | £
| At 1 January 2025 | 4,824 | 1,188,069 | 5,137 | 469,669 | 771,780 | 491,034 | 2,930,513
| Comprehensive income for the year |  |  |  |  |  |  |
| Profit for the year | - | - | - | - | - | 452,929 | 452,929
| Foreign exchange movement | - | - | - | (199,610) | - | - | (199,610)
| Total comprehensive income for the year | - | - | - | (199,610) | - | 452,929 | 253,319
| At 31 December 2025 | 4,824 | 1,188,069 | 5,137 | 270,059 | 771,780 | 943,963 | 3,183,832
Page 13

|  | PROMATIC HOLDINGS LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Other reserves | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 4,824 | 1,188,069 | 5,137 | 409,662 | 771,780 | 397,856 | 2,777,328
| Comprehensive income for the year |  |  |  |  |  |  |
| Profit for the year | - | - | - | - | - | 93,178 | 93,178
| Foreign exchange movement | - | - | - | 60,007 | - | - | 60,007
| Total comprehensive income for the year | - | - | - | 60,007 | - | 93,178 | 153,185
| At 31 December 2024 | 4,824 | 1,188,069 | 5,137 | 469,669 | 771,780 | 491,034 | 2,930,513
| The notes on pages 19 to 44 form part of these financial statements.
Page 14

|  | PROMATIC HOLDINGS LIMITED |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Other reserves | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 January 2025 | 4,824 | 1,188,069 | 5,137 | 771,780 | 1,967,472 | 3,937,282
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (593,926) | (593,926)
| Total comprehensive income for the year | - | - | - | - | (593,926) | (593,926)
| At 31 December 2025 | 4,824 | 1,188,069 | 5,137 | 771,780 | 1,373,546 | 3,343,356
| The notes on pages 19 to 44 form part of these financial statements.
Page 15

|  | PROMATIC HOLDINGS LIMITED |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Called up share capital | Share premium account | Capital redemption reserve | Other reserves | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 4,824 | 1,188,069 | 5,137 | 771,780 | (1,336,238) | 633,572
| Comprehensive income for the year |  |  |  |  |  |
| Profit for the year | - | - | - | - | 3,303,710 | 3,303,710
| Total comprehensive income for the year | - | - | - | - | 3,303,710 | 3,303,710
| At 31 December 2024 | 4,824 | 1,188,069 | 5,137 | 771,780 | 1,967,472 | 3,937,282
| The notes on pages 19 to 44 form part of these financial statements.
Page 16

PROMATIC HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 452,929 | 93,178
Adjustments for: |  |
Amortisation of intangible assets | 32,297 | 344,201
Depreciation of tangible assets | 519,765 | 469,010
Loss on disposal of tangible assets | (50,987) | (47,843)
Interest paid | 375,238 | 181,124
Taxation charge | 296 | 19,448
(Increase)/decrease in stocks | (531,542) | 187,160
(Increase) in debtors | (1,230,226) | (1,569,838)
Increase/(decrease) in creditors | 816,791 | (497,831)
Increase/(decrease) in provisions | - | (78,606)
Foreign exchange | (164,600) | (244,749)
Corporation tax (paid)/received | (26,640) | 53,667
Net cash generated from operating activities | 193,321 | (1,091,079)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (2,649) | -
Purchase of tangible fixed assets | (1,233,673) | (569,632)
Sale of tangible fixed assets | 211,139 | 266,484
Net cash from investing activities | (1,025,183) | (303,148)
Page 17
PROMATIC HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Proceeds from loans | 1,904,845 | 1,179,771
Repayment of loans | (1,109,562) | (1,006,220)
Repayment of/new finance leases | 32,274 | (13,518)
Interest paid | (375,238) | (181,124)
Net cash used in financing activities | 452,319 | (21,091)
Net (decrease) in cash and cash equivalents | (379,543) | (1,415,318)
Cash and cash equivalents at beginning of year | (30,204) | 1,385,114
Cash and cash equivalents at the end of year | (409,747) | (30,204)
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 509,330 | -
Bank overdrafts | (919,077) | (30,204)
| (409,747) | (30,204)
The notes on pages 19 to 44 form part of these financial statements.
Page 18
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Promatic Holdings Limited is a private company limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the company information page and the nature of the company's operations and its principal activities are set out in the strategic report. 2.Accounting policies
| 2.1 | 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 judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102: • No Statement of Cash Flows has been presented for the parent Company; • Disclosures in respect of the parent Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Company as a whole; and • No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Company as a whole. The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements. The following principal accounting policies have been applied:
| 2.2 | 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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 19
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
| 2.4 | 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 statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 20
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.6 | Operating leases: the Group as lessor
Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term. Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
| 2.7 | 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.
| 2.8 | Leased assets: the Group as lessor
Where assets leased to a third party give rights approximating to ownership (finance lease), the lessor recognises as a receivable an amount equal to the net investment in the lease i.e. the minimum lease payments receivable under the lease discounted at the interest rate implicit in the lease. This receivable is reduced as the lessee makes capital payments over the term of the lease. A finance lease gives rise to two types of income: profit or loss equivalent to the profit or loss resulting from outright sale of the asset being leased, at normal selling prices, reflecting any applicable discounts, and finance income over the lease term. Page 21
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 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
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 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
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | 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 statement of comprehensive income over its useful economic life. Other intangible assets 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. Amortisation is provided on the following bases:
|  |  |  | Goodwill | - | 10% | on cost
|  |  |  | Intellectual property rights | - | 20% | on cost
|  |  |  | Brands | - | 10% | on cost
| 2.14 | 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, on the following basis:. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 10% | on cost
|  |  |  | Long-term leasehold property | - | 20% | on cost
|  |  |  | Short-term leasehold property | - | 10% | on cost or over the lease term if shorter
|  |  |  | Plant and machinery | - | 15% | -25% on cost
|  |  |  | Motor vehicles | - | 25% | on cost
|  |  |  | Fixtures and fittings | - | 20% | on cost
|  |  |  | Assets held for leasing | - | 20% | on cost
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 23
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. 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.
| 2.16 | 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 weighted average 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.
| 2.17 | 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.
| 2.18 | 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.
| 2.19 | 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.
| 2.20 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 24
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Page 25
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. Page 26
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.22 | Financial liabilities
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequently, the measurement of financial liabilities depends on their classification as follows: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are acquired for the purpose of repurchasing in the near term. Derivatives, including separately embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in profit or loss. Interest bearing loans and borrowings Obligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost. Derecognition of financial liabilities A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss. Page 27
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.23 | 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 company is demonstrably committed to terminate the employment or to provide termination benefits.
| 2.24 | Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expenses as they fall due.
| 2.25 | 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 income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company 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.
3. | Judgements in applying accounting policies 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 Page 28
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3.Judgements in applying accounting policies (continued) 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. Leases Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risk and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis. The total of the tangible fixed assets held under hire purchase agreements is disclosed in note 14 and the value of the hire purchases liabilities is disclosed in note 22 to these financial statements. Impairment Determine whether there are indicators of impairment of the company's tangible and intangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. There are no impairments against tangible and intangible fixed assets at the current or comparative balance sheet date. Page 29
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3.Judgements in applying accounting policies (continued) Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. Intangible fixed assets Intangible assets are amortised over their useful lives taking into account residual values, where appropriate. The expected useful life of intangible fixed assets are reviewed annually. The net book value of intangible fixed assets is disclosed in note 13 to these financial statements. Tangible fixed assets Tangible assets are depreciated over their useful lives taking into account residual values, where appropriate. The expected useful life of the assets are reviewed annually taking into account their contribution to the order book and the revenue and profits which the assets are providing to the company. The net book value of tangible fixed assets is disclosed in note 14 to these financial statements. Stocks Where appropriate, slow moving stocks are written down to their net realisable value. The assessment of net realisable value takes account of factors such as the availability of outlet channels and the value realised, historically, for similar products at that stage of their life cycle. At the balance sheet date an impairment against stocks of £455,697 (2024 - £477,019) is recognised. Debtors In assessing the provision for doubtful debts, factors taken into account include debtors' age profile, their historical payment performance and available credit data. The value of doubtful debt provisions in these financial statements is £31,779 (2024 - £31,779).
4. | Turnover
The whole of the turnover is attributable to the principal activity. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 3,165,717 | 2,611,094
| Rest of Europe | 3,328,041 | 4,065,691
| Rest of the world | 9,592,910 | 9,803,214
|  | 16,086,668 | 16,479,999
Page 30
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Exceptional costs
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Group restructure | - | 2,247
| Exceptional administrative expenses of £2,247 in the prior year relate to a group restructure in order to close down dormant group companies and simplify the reporting obligations of The Promatic Group.
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Research & development charged as an expense | 172,923 | 217,785
| Exchange differences | 54,114 | 83,362
| Operating lease charges | 133,098 | 214,060
| Amortisation of intangible assets | 32,297 | 344,201
| Depreciation of owned tangible fixed assets | 519,765 | 469,010
| (Profit) on disposals of tangible fixed assets | (50,988) | (47,843)
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Audit of the financial statement of the group and the company | 4,800 | 2,700
| Audit of the financial statements of the company's subsidiaries | 38,650 | 31,900
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Page 31
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 3,802,718 | 4,078,099 | 525,125 | 498,624
| Social security costs | 475,754 | 505,070 | 21,845 | 60,339
| Cost of defined contribution scheme | 145,713 | 143,423 | 17,946 | 17,060
|  | 4,424,185 | 4,726,592 | 564,916 | 576,023
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Production | 58 | 59 | - | -
|  | Sales | 9 | 5 | - | -
|  | Administration | 23 | 29 | 3 | 2
|  |  | 90 | 93 | 3 | 2
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 475,961 | 624,448
| Group contributions to defined contribution pension schemes | 13,473 | 17,060
|  | 489,434 | 641,508
| During the year retirement benefits were accruing to 3 directors (2024 - 4) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £228,735 (2024 - £162,766).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,150 (2024 - £6,539).
Page 32
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank Interest | 77,646 | 2,025
| Other loan interest paid | 224,832 | 174,952
| Finance leases and hire purchase contracts | 3,198 | 4,149
|  | 305,676 | 181,126
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Adjustments in respect of previous periods | 296 | 8,792
|  | 296 | 8,792
| Foreign tax |  |
| Foreign tax on income for the year | - | 89,262
| Total current tax | 296 | 98,054
| Deferred tax |  |
| Origination and reversal of timing differences | - | (78,606)
| Taxation on profit on ordinary activities | 296 | 19,448
Page 33
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 453,225 | 112,626
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 113,306 | 28,157
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 880 | 131,606
| Depreciation in excess of capital allowances | 18,366 | 103,972
| Non-taxable consolidation adjustments | (51,279) | -
| Double taxation relief | (15,202) | (113,189)
| Foreign tax adjustment | - | 15,629
| Book profit on chargeable assets | (2,856) | -
| Adjustment for unpaid interest | - | 589
| Utilisation of tax losses | (211,400) | (147,316)
| Unutilised tax losses carried forward | 148,487 | -
| Short-term timing differences | (6) | -
| Total tax charge for the year | 296 | 19,448
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 34
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Intangible assets
| Group and Company
|  | Patents | Trademarks | Goodwill | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 January 2025 | 532,378 | 3,313,441 | 2,280,496 | 6,126,315
| Additions | 2,649 | - | - | 2,649
| Foreign exchange movement | - | - | 16,667 | 16,667
| At 31 December 2025 | 535,027 | 3,313,441 | 2,297,163 | 6,145,631
| Amortisation |  |  |  |
| At 1 January 2025 | 532,377 | 3,313,441 | 2,033,130 | 5,878,948
| Charge for the year on owned assets | 80 | - | 32,217 | 32,297
| Foreign exchange movement | (3) | - | 4,168 | 4,165
| At 31 December 2025 | 532,454 | 3,313,441 | 2,069,515 | 5,915,410
| Net book value |  |  |  |
| At 31 December 2025 | 2,573 | - | 227,648 | 230,221
| At 31 December 2024 | 1 | - | 247,366 | 247,367
Page 35

|  | PROMATIC HOLDINGS LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| 13. | Tangible fixed assets
|  | Group
|  | Freehold property | Long-term leasehold property | Short-term leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Other fixed assets | Total
|  | £ | £ | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |  |  |
| At 1 January 2025 | 218,315 | 84,983 | 682,957 | 618,507 | 841,711 | 721,789 | 1,151,441 | 4,319,703
| Additions | 67,301 | 617,146 | - | 1,749 | 98,153 | 62,990 | 386,334 | 1,233,673
| Disposals | - | - | - | - | (150,093) | (467) | (329,008) | (479,568)
| Exchange adjustments | 11,644 | (15,775) | - | 4,630 | (35,095) | (6,486) | (84,000) | (125,082)
| At 31 December 2025 | 297,260 | 686,354 | 682,957 | 624,886 | 754,676 | 777,826 | 1,124,767 | 4,948,726
| Depreciation |  |  |  |  |  |  |  |
| At 1 January 2025 | 88,347 | 84,983 | 532,095 | 539,386 | 652,407 | 610,756 | 364,566 | 2,872,540
| Charge for the year on owned assets | 45,019 | 14,794 | 62,914 | 29,527 | 81,567 | 30,821 | 255,123 | 519,765
| Disposals | - | - | - | - | (117,409) | (272) | (201,735) | (319,416)
| Exchange adjustments | 5,685 | (11,786) | - | 2,181 | (29,769) | (8,783) | (35,201) | (77,673)
| At 31 December 2025 | 139,051 | 87,991 | 595,009 | 571,094 | 586,796 | 632,522 | 382,753 | 2,995,216
Page 36

|  | PROMATIC HOLDINGS LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13.Tangible fixed assets (continued)
| Net book value |  |  |  |  |  |  |  |
| At 31 December 2025 | 158,209 | 598,363 | 87,948 | 53,792 | 167,880 | 145,304 | 742,014 | 1,953,510
| At 31 December 2024 | 129,968 | - | 150,862 | 79,121 | 189,304 | 111,033 | 786,875 | 1,447,163
| The net book value of assets held under finance leases or hire purchase contracts, included above, was £17,635 (2024 - £67,571).
Page 37

PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 8,699,861
| At 31 December 2025 | 8,699,861
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Elettronica Progretti S.r.l | Via Oros SNC, 00071 Pomezia (RM) Italy | Ordinary | 100%
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Promatic International Limited | Unit 1 Hooton Road, Hooton, Ellesmere Port CH66 7PA | Ordinary | 100%
| Promatic Inc | 801 Mid America Drive, Plattsburg, MO 64477, USA | Ordinary | 100%
| Promatic France SAS | La Croix De Glatigny, Zone Artisanale, 61250, Lonrai, France | Ordinary | 100%
Page 38
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 1,554,134 | 74,930
| Finished goods and goods for resale | 2,012,724 | 2,960,386
|  | 3,566,858 | 3,035,316
| The difference between purchase price or production costs of stocks and their replacement cost is not material.
16. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 1,889,609 | 1,317,444 | - | -
| Amounts owed by group undertakings | 2,734,775 | - | 1,368,897 | 1,241,572
| Other debtors | 158,042 | 2,344,459 | - | -
| Prepayments and accrued income | 219,777 | 205,654 | 9,014 | 6,667
| Tax recoverable | 76,380 | - | - | -
| Deferred taxation | 135,635 | 135,635 | 52,722 | 52,722
|  | 5,214,218 | 4,003,192 | 1,430,633 | 1,300,961
17. | Cash and cash equivalents
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Cash at bank and in hand | 509,330 | -
| Less: bank overdrafts | (919,077) | (30,204)
|  | (409,747) | (30,204)
Page 39
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank overdrafts | 919,077 | 30,204 | - | -
| Bank loans | 1,164,198 | 1,312,676 | 595,758 | 665,589
| Deferred consideration | 87,154 | 82,740 | - | -
| Trade creditors | 1,235,092 | 1,485,385 | - | -
| Amounts owed to group companies | - | - | 4,559,442 | 4,025,212
| Corporation tax | - | 35,109 | - | -
| Other taxation and social security | 170,783 | 84,305 | - | -
| Obligations under finance lease and hire purchase contracts | 58,225 | 15,612 | - | -
| Other creditors | 1,022,151 | 64,545 | - | -
| Accruals and deferred income | 768,097 | 572,660 | 123,371 | 47,341
|  | 5,424,777 | 3,683,236 | 5,278,571 | 4,738,142
19. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 1,970,220 | 1,026,733 | 824,567 | 641,398
| Other loans | 684,000 | 684,000 | 684,000 | 684,000
| Accruals and deferred income | - | 82,740 | - | -
| Net obligations under finance leases and hire purchase contracts | 26,656 | 36,718 | - | -
| Other creditors | 184,652 | 289,098 | - | -
|  | 2,865,528 | 2,119,289 | 1,508,567 | 1,325,398
Page 40
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 1,164,198 | 1,312,676 | 595,758 | 665,589
|  | 1,164,198 | 1,312,676 | 595,758 | 665,589
| Amounts falling due 1-2 years |  |  |  |
| Bank loans | 1,970,220 | 1,026,733 | 824,567 | 641,398
| Other loans | 684,000 | 684,000 | 684,000 | 684,000
|  | 2,654,220 | 1,710,733 | 1,508,567 | 1,325,398
|  | 3,818,418 | 3,023,409 | 2,104,325 | 1,990,987
| £1,420,326 (2024 - £1,080,444) of bank loans in Promatic Inc are secured against assets purchased. Of this, £595,759 (2024 - £643,562) is due within one year and £824,567 (2024 - £436,883) is due after more than one year. Interest is charged between 1.9% - 5.85% depending on the individual agreement. £684,000 (2024 - £684,000) series A loan notes have no fixed redeemable date. The bank loan and loan notes are secured on the assets of the Group and rank in accordance with an "Intercreditors Deed" entered into by HSBC Bank Plc, Promatic Holdings Limited and subsidiaries, RAM (102) Limited and senior management.
21. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | 58,225 | 67,303
| Between 1-5 years | 26,378 | -
|  | 84,603 | 67,303
| Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery and motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Page 41
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | 135,635
| At end of year | 135,635
| Company
|  | 2025
|  | £
| At beginning of year | 52,722
| At end of year | 52,722
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accelerated capital allowances | 70,290 | 70,290 | - | -
| Tax losses carried forward | 65,345 | 65,345 | 52,722 | 52,722
|  | 135,635 | 135,635 | 52,722 | 52,722
23. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 3,500 (2024 - 3,500) Ordinary shares of £1 each | 3,500 | 3,500
|  | 1,324 (2024 - 1,324) Ordinary B shares of £1 each | 1,324 | 1,324
|  |  | 4,824 | 4,824
Page 42
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
24. | Reserves
Share premium account The share premium reserve includes the premium on issue of equity shares, net of any issue costs. Capital redemption reserve The capital redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares out of distributable profits. Foreign exchange reserve The foreign exchange reserve includes exchange differences which arise on consolidation of the foreign subsidiary. Merger Reserve The merger reserve arose on a past group reconstruction that was accounted for as a merger in accordance with UK GAAP as applied at that time FRS 102 maintains the use of merger accounting for group reconstruction. Profit and loss account The profit and loss reserve represents cumulative profits and losses, net of any dividends paid and other adjustments.
25. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £145,713 (2024 - £143,423). Contributions totalling £19,362 (2024 - £19,100) were payable to the fund at the balance sheet date and are included in creditors.
26. | Commitments under operating leases
| At 31 December 2025 the Group and the Company 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 | 157,552 | 222,373
| Later than 1 year and not later than 5 years | 199,786 | 349,149
| Later than 5 years | - | 14,400
|  | 357,338 | 585,922
Page 43
PROMATIC HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 27.Other financial commitments The Group is party to cross guarantees in relation to various loan notes and bank facilities made available to other companies in the Group. The amounts outstanding in respect to guarantees as at 31 December 2025 are £1,973,718 (2024 - £1,726,189).
28. | Related party transactions
| The remuneration of key management personnel is as follows.
|  | 2025 | 2023
|  | £ | £
| Aggregate compensation | 489,434 | 645,959
29. | Ultimate parent company and controlling party
The immediate parent company is RAM (102) Limited, a company registered in England and Wales. The ultimate controlling party is RAM (102) Limited, a company registered in England and Wales. The largest group to which the company's results are consolidated is that of RAM (102) Limited. The consolidated financial statements of RAM (102) Limited can be obtained from Companies House.
Page 44