The directors present the strategic report for the period ended 31 December 2025.
The company was incorporated on 17 July 2024. The company does not itself trade and acts as a holding company. On 19 September 2024, the company gained beneficial ownership of Distinction Manufacturing Group Limited.
The Group remains committed to maintaining its position as a market leader in the external door sector through continued innovation, robust technical expertise, and consistently high standards of service. Throughout 2025, this strategic focus enabled the business to continue supplying high‑quality, differentiated products aligned to customer needs, supported by extensive technical capability and responsive, insight‑driven marketing. Investment in people remained a central pillar of the organisation’s strategy, with leadership development, targeted training programmes and strengthened HR frameworks ensuring a skilled, motivated and engaged workforce.
Alongside these internal strengths, the company also reaffirmed its commitment to strategic growth through targeted acquisitions. The successful integration of JB Kind during the year demonstrated the organisation’s ability to identify, acquire and revitalise complementary businesses, strengthening both market presence and operational capability. This acquisition‑led growth strategy remains an important component of the Group's long‑term ambition, enabling it to broaden its product offering, enhance resilience and create additional value for customers and stakeholders.
The broader operating environment in 2025 remained extremely challenging. Persistent inflation across stock, labour, energy and freight, combined with subdued consumer confidence and pressure on disposable income, continued to depress RMI and new‑build activity. These conditions resulted in cautious customer buying patterns and heightened price sensitivity across the market.
Geopolitical instability also influenced the supply chain. Extended shipping routes and volatile freight rates required the business to carry higher strategic stock levels to protect customers from disruption. Although supply chains showed limited periods of stability, intermittent fluctuation in lead times, freight and material pricing required careful operational planning throughout the year.
Despite these external headwinds, the business sustained its market position by maintaining strong service levels and leveraging long‑standing customer relationships. In addition, the group regularly reviews customer demand patterns, stock levels, and hedge currency to protect against fluctuations in exchange rates.
A major strategic development in 2025 was the acquisition of JB Kind in July, following its rescue from administration in January. The company acted decisively to preserve the brand, retain critical sector skills, and stabilise a long‑established customer base whose continuity was at risk.
Following the acquisition, a structured integration programme was initiated, comprising four core elements:
1. Systems Implementation
JB Kind was successfully migrated onto the Group’s ERP platform. This harmonised:
Order processing
Stock management
Reporting and BI
Customer service workflows
The consolidation of systems brought JB Kind into the Group’s data environment, enabling improved forecasting, enhanced visibility of customer behaviour and more consistent reporting standards.
2. Shared Workload & Resource Across the Group
To stabilise the business during the transition period, several operational and commercial functions were integrated or shared across Distinction Doors and JB Kind, including:
Customer service and order‑entry support
Finance and reporting disciplines
Technical support capability
Joint transport planning where appropriate
This rebalancing of workload helped manage capacity constraints, eliminate duplicated effort, and enabled both operations to benefit from Group‑wide expertise.
3. Relocation of Operations to Tankersley
A phased relocation of JB Kind operations to a new site in Tankersley, allowed the Group to consolidate manufacturing and logistics activity. Benefits included:
Improved supply chain control
Greater operational efficiency through shared equipment and processes
Enhanced collaboration between teams
Reduced duplication of overheads
The relocation also significantly improved JB Kind’s service stability, enabling the business to rebuild customer trust following the challenges experienced before administration.
Despite ongoing cost pressures, 2025 was a year of notable progress and resilience for the Group. In addition to the successful acquisition and stabilisation of JB Kind, the core business delivered meaningful operational and commercial improvements:
Enhanced production efficiency through better use of machine capacity and reduced downtime
Improved cost discipline, including targeted overhead reductions
Refined commercial focus, with greater customer segmentation and product‑mix optimisation
Deepened customer relationships, protecting core volumes despite suppressed market demand
In what was a turnaround year for JB Kind with significant investment in one-off costs including ex-gratia supplier payments and restructuring costs, Distinction Doors continued to underpin group performance with continued stable profitability levels.
These actions enabled the business to deliver trading results broadly in line with the previous year*, demonstrating operational strength during a period of exceptional external pressure.
Key Performance Metrics
EBITDA: 2024*: £3.0m 2025: £2.6m
PAT: 2024*: £0.8m 2025: £(0.8)m
PAT excluding amortisation: 2024*: £1.4m 2025: £0.3m
*2024 figures represent the results of the previous group headed by Distinction Manufacturing Group Limited, as extracted from its audited financial statements.
The adjusted PAT measure shown above excludes goodwill amortisation of £1.1m in 2025 (2024: £0.6m). The Directors consider this adjusted measure to be a useful indicator of the underlying trading performance of the business.
EBITDA has been calculated as profit before interest, taxation, depreciation, amortisation and exceptional items.
Despite a loss-making period for both group trading entity's the directors remain confident in the Group’s ability to perform strongly in 2026 and beyond.
A historic intercompany loan balance has been written off within the Distinction Doors Ltd trading accounts; these have no impact to cash balances and serve merely as part of an accounting rationalisation of group balances due to a prior MBO. Distinction Doors day to day trading has remained continually profitable and cash generative. We do not expect that to change in 2026.
J B Kind was acquired with the expectation it required a significant cash flow injection following a 2025 pre-pack administration. As of early 2026 the sales and stock levels had stabilised within JB Kind. As a result, cash generation has improved and is no longer materially negatively impacting group cash flow.
Despite the acquisition and stabilisation of JB Kind across 2025, group cash flow levels remained healthy at all points and have continued to strengthen into 2026 including the continued repayment of all group debt obligations. The group entered 2026 in a strengthened financial position, stabilised profitability and a reliable cash generation.
A primary focus on OTIF (On Time In Full) has deepened customer and supplier partnerships across 2025. This has underpinned a broader, more resilient operating model following the integration of JB Kind. A more diversified product portfolio alongside ongoing investment in operations, people and data-driven systems strengthen our position into the future.
While inflationary pressure and market uncertainty are likely to persist, the structural improvements delivered in 2025 - including the JB Kind acquisition, systems integration and operational consolidation - provide a stronger foundation for sustainable, profitable growth.
The board remains committed to investing in the future success of the business and wider stakeholders. Promoting innovation and collaborative engagement with suppliers, customers, employees and the wider community.
The directors, having reviewed forecasts and cashflow projections, are satisfied that the business has adequate resources to continue operating as a going concern under prudent assumptions.
Engaging with stakeholders
The success of our business is dependent on the support of all our stakeholders. Building positive relationships with stakeholders that share our values is important to us and working together towards shared goals assists us in delivering long-term sustainable success.
Shareholders
We maintain an open dialogue with our shareholders through periodic board meetings and quarterly shareholder meetings. Our shareholders are integral to the success of the business and play a key role in our decision-making process, financial performance, and strategic outlook.
Employees
Distinction maintains a continual open dialogue with all employees on both performance and wider outlook. Managers are provided periodic KPI packs with performance analysis of all areas of the business allowing for open dialogue on the company H&S audits, business financial performance, supplier and customer relationships and operational performance.
Quarterly, a full employee brief is run that provides a top line overview to every employee of the key results reviewed in the periodic KPI’s. Our drive is to maintain an open culture where all employees have a direct dialogue with senior management as we strive to grow the business in our pursuit of perfection.
Customers
Our pursuit of perfection is to delight our customers. We strive to deliver the best product and service to the market. Our customer base is key to the success of our business, as such we invest a large amount of time working with customers to understand their needs and emerging market changes. From order to after-sales care, we provide our customers a dedicated 1-2-1 contact in customer service, a dedicated external sales contact, access to marketing and brochure support and technical representatives to assist with their staff training on our product.
Suppliers
We continue to build strong working relationships with our suppliers to develop long lasting partnerships. Supplier relationships run throughout the business assisted by our procurement team. From the board down our main supplier KPI is to continue to develop and support long-term supplier relationships. Supported through our periodic reviews with key accounts and more informally with open dialogue on a day-to-day basis.
Communities
We are proud to be part of the Barnsley and wider South Yorkshire community. We engage with the local communities on several fronts and aim to give something back to the local communities we work in. We partner with a local charity each year to help raise awareness and funds and organise several fund-raising events throughout the year which are keenly supported by employees.
We maintain a strong working relationship with Barnsley College with our ongoing apprenticeships and Sheffield Hallam University with our undergraduate placement scheme.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 December 2025.
The results for the period are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Sumer Auditco Limited were appointed as auditor to the company. In accordance with section 487(2) of the Companies Act 2006, Sumer Auditco Limited are deemed to be reappointed annually.
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.
During the year, several initiatives were implemented to reduce energy consumption, including improvements to heat retention within operational areas and ongoing collaboration with specialist advisers to identify and address areas of energy waste. Existing solar panel installations at one site have also contributed to reducing reliance on grid electricity.
The Group continues to focus on improving operational efficiency, particularly in energy-intensive processes such as painting, where efforts are being made to reduce waste and optimise energy use.
Looking ahead, further improvements are planned, including the imminent installation of solar panels at the Group’s main site, which is expected to reduce electricity consumption. The Group also intends to increase the proportion of fully electric vehicles within its fleet where practicable, supporting a reduction in transport-related emissions.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent 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 United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Tiger Investment Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period 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 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial period 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the entity through discussions with Directors and other management, and from our knowledge and experience of the industry;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the entity, including health and safety laws, environmental legislation and various ISO regulations;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing legal expenses and reviewing meeting minutes; and
we ensured identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the entity’s financial statements to material misstatement, including obtaining an
understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.
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 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.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,613,511.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Tiger Investment Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Wentworth 36, Wentworth Industrial Park, Wentworth Way, Tankersley, Barnsley, United Kingdom, S75 3DH.
The group consists of Tiger Investment Group Limited and all of its subsidiaries.
This is the Company and Group's first reporting period and covers the period from incorporation on 17 July 2024 to 31 December 2025.
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 pounds sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. 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.
The consolidated group financial statements consist of the financial statements of the parent company Tiger Investment Group Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. 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 group.
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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
On 19 September 2024 Tiger Investment Group Limited acquired 100% of the share capital of Distinction Manufacturing Group Limited. From this date, Distinction Manufacturing Group Limited and its subsidiaries became part of the Tiger Investment Group. This acquisition has been accounted for under the purchase method. Further details are available within the Acquisition of a business note within these financial statements.
On 24 July 2025 Tiger Investment Group Limited entered into a share for share exchange with the shareholders of J.B. Kind Limited.
From this date J.B. Kind Limited became a wholly owned subsidiary of Tiger Investment Group Limited. In accounting for the group reconstruction, the directors have applied the merger accounting method on the basis that no cash was paid in consideration, and the relative rights of the shareholders have been preserved. Accordingly under the merger accounting method, the assets and liabilities of J.B. Kind Limited have been carried at their previous book value and all profits before and after the transaction continue to be consolidated. The difference between the investment cost (£10) and nominal value of shares bought in J.B Kind Limited (£10,000) are reflected within merger reserve.
In preparing the consolidated accounts to 31 December 2025, the merger accounting method requires the results and cash flows of the combining entities to be brought into the consolidated accounts from the beginning of the financial year in which the combination occurred, adjusted to achieve uniformity of accounting policies.
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have access to adequate resources and are free of operational challenges, allowing them to continue in operational existence for a period of seventeen months from the date of signing of these financial statements.
When making its assessment of the Company’s and the Group’s ability to continue as a going concern, the Board has reviewed the risks to future performance as set out in our Strategic Report on page 1 and considered the potential impacts of those risks on the Company’s and the Group’s ability to continue as a going concern, including conditions and events that may arise over the assessment period.
The Board has carried out robust stress testing of cash flows, including factoring in high levels of inflation when budgeting for future expenses, addressing supply chain shocks and the impact of reductions in sales revenue based on reasonably plausible downside scenarios. We have also revisited the strong relationships we enjoy with our key suppliers, our access to agreed financing facilities, and our ability to continue to meet the terms and covenants associated with those facilities, none of which are due for reappraisal during or immediately after our chosen going concern basis period.
When performing our assessment, we critically appraised our current financial performance. While our statutory result for the period covered by these financial statements is a loss before tax of £0.5m, this is after charging significant non-cash items relating to depreciation and amortisation, as well as exceptional items, which, when removed, results in EBITDA of circa £2.6m, which is more aligned with our cashflows from operating activities as reported on page 16 in our cashflow statement.
Taking all of these factors together, the Board expects the Group and Company to have sufficient cash resources to withstand any reasonable stress scenario, and believes that it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements.
Turnover represents revenue earned from the sale of goods and is stated at the fair value of consideration received or receivable, net of VAT, returns, trade discounts, settlement discounts and volume rebates.
Revenue is recognised when control of the goods passes to the customer, which is generally upon dispatch from the Group's premises. At this point the customer is deemed to have accepted the significant risks and rewards associated with ownership of the goods, the amount of revenue can be measured reliably, and it is probable that the economic benefits of the transaction will flow to the Group.
Revenue is recognised only when the associated costs of the transaction can be measured reliably.
Where the fair value of the identifiable net assets acquired exceeds the cost of the combination, the resulting negative goodwill is recognised and presented separately as a deduction from assets on the statement of financial position. Negative goodwill is recognised in profit or loss immediately to the extent that it relates to expected future losses or expenses that were identified in the business combination. Any remaining negative goodwill is recognised in profit or loss on a systematic basis over the periods in which the non‑monetary assets acquired are recovered, or, where appropriate, recognised in full in the period of acquisition.
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.
Equity investments 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.
In 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.
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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. 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.
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, 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 method 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.
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 publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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.
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.
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, including creditors and bank loans 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 payments 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.
Derivatives, including interest rate swaps and 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 are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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 of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
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.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Evaluating the Company's and the Group’s ability to continue as a going concern requires the directors to exercise judgment on a number of factors, including sales growth, future pricing, the likely future cost base of the Group, and the continued availability of appropriately priced financing facilities. Such judgements are increasingly more difficult due to geopolitical conditions that are expected to continue during our going concern assessment. The more significant factors are considered in more detail in note 1.5.
When evaluating the company and the group’s ability to continue as a going concern, the directors have had regard to the financial standing of the company and group at the date of approving these financial statements and considered a period of at least 17 months from that date as that best reflects an appropriate operating cycle for our business. For this period, we had regard to:
The terms and conditions we enjoy with our key suppliers and expected pricing terms.
The resilience of our supply and distribution chain
Sector specific data to allow us to model or sales forecasts
The terms and maturity of our key financing arrangements, including compliance with key covenants.
Taking all of these factors together we produced forecasts which included sensitivity analyses based on reasonably plausible downside risks. Based on these analyses, we are satisfied that we have a resilient supply and distribution chain and have appropriate access to facilities. Consequently, it is appropriate for the financial statements to prepared on the basis the company and the group are a going concern.
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.
Management has exercised judgement in identifying and valuing the various intangible assets acquired as part of the business combination completed on 19 September 2024. The principal categories of intangible assets recognised include customer relationships, brand value, technology, and other identifiable assets where applicable.
The fair values attributed to these intangible assets have been determined using appropriate valuation methodologies, including income-based approaches such as discounted cash flow models and multi-period excess earnings methods. These valuations require the use of significant estimates and assumptions, including:
Forecast future cash flows attributable to each asset;
Expected customer attrition rates and contract renewal assumptions;
Revenue growth rates and margins;
Discount rates reflecting the risks associated with the assets;
Royalty rates (where relief-from-royalty methods are applied).
Management has assessed the useful economic lives of the identified intangible assets based on the period over which they are expected to generate future economic benefits, consistent with the valuation approach adopted in the purchase price allocation.
These assessments consider a range of qualitative factors, including:
Observed customer retention characteristics and the general nature of ongoing customer relationships;
The expected period over which brand recognition and market presence will continue to support the business;
The operational characteristics of the business model, including reliance on established processes, supply chain relationships and market positioning; and
The broader competitive environment in which the business operates.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
Further information on additions acquired on business combinations in included within note 27.
Details of the company's subsidiaries at 31 December 2025 are as follows:
* Subsidiaries that are exempt from audit by virtue of section 479A of the Companies Act 2006 with parental guarantee given by the company. The company registration numbers have been provided in relation to these exempt subsidiaries in note 33.
Included in other loans is a bank loan of £2,000,000 which bears interest at the rate of 5.75% plus base rate per annum and is secured by a fixed and floating charge over all the present and future assets of Tiger Investment Group Limited. The loan is repayable over 60 months.
Also included in other loans are invoice financing creditors totalling £4,299,411 which are secured by a legal charge over the assets of Tiger Investment Group Limited.
Other loans are subject to covenants imposed by the lenders. Management monitors compliance with these covenants on an ongoing basis and confirms that the Group was in compliance with all covenant requirements throughout the year and at the reporting date.
The following are the major deferred tax liabilities and assets recognised by the group and company:
The deferred tax relating to accelerated capital allowances set out above is expected to reverse within 12 months.
Deferred tax on the fair value of intangible assets is released in line with the amortisation of the intangibles to which it relates.
Deferred income is included in the financial statements as follows:
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.
The ordinary shares rank pari passu in all respects. Each ordinary share carries the right to receive notice of, attend, speak and vote at general meetings of the Company. Subject to the rights attached to the preferred ordinary shares, holders of ordinary shares are entitled to participate in dividends declared by the Company. The ordinary shares are not redeemable.
Preference shares carry a fixed cumulative preferential dividend at an annual rate equal to the Bank of England Base Rate plus 1% of the issue price per share. Holders are entitled to priority over ordinary shareholders in respect of distributions of capital and unpaid cumulative dividends. The shares do not carry voting rights and are not redeemable. Management has classified the instrument as a financial liability in accordance with FRS 102 Section 22.
Includes movements in fair values on derivative financial instruments identified as designated and effective hedges. This is a non-distributable reserve impacting Other Comprehensive Income.
On 19 September 2024 the group acquired 100 percent of the issued capital of Distinction Manufacturing Group Limited.
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:
Amounts contracted for but not provided in the financial statements:
During the year, the Company acquired the entire issued share capital of J.B. Kind Limited from the individuals who were, immediately before the transaction, the shareholders of both the Company and J.B. Kind Limited. Consideration of £10 was satisfied by the issue of 10 ordinary shares. No amounts were outstanding at the year end. The accounting treatment adopted for this transaction is described in Note 1.
The merger reserve represents the premium on shares issued to acquire Distinction Manufacturing Group Limited in addition to the difference between the investment cost and nominal value of shares bought in J.B.Kind Limited.
The Company is providing certain wholly owned subsidiaries (as disclosed in note 14 and which are included within these Group consolidated financial statements) with guarantee of their respective debts in the form prescribed by Section 479A of the Companies Act 2006 ('the Act') such that they can claim exemption from requiring an audit in accordance with Section 479A of the Act. The guarantees cover all of the outstanding actual and contingent liabilities of these companies at 31 December 2025:
J.B.Kind Limited - Company number 16192005
There is no contingent liability associated with the guarantee given to the above company at 31 December 2025.