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Eurostation Holdings Limited
Registered number: 11574848
Annual report and consolidated financial statements
For the year ended 31 December 2025
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EUROSTATION HOLDINGS LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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EUROSTATION HOLDINGS LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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EUROSTATION HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The principal activity of the Group continues to be that of wholesaling branded domestic products.
The retail sector continues to face challenges brought on by increased operational costs & inflation. As such, the Group has seen a 3.0% decrease in turnover and a 0.5% decrease in gross margin.
The business maintains a strong order book and high customer demand so does not expect to see decline in future years.
The Directors continue to monitor the distribution and administration costs to ensure the company remains profitable.
The Group retains a strong balance sheet with £28.7m in reserves at the year end. The Company will continue to see future growth and sustained profitability levels in future years.
Principal risks and uncertainties
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The business is impacted by the performance of the retail sector but, where risks can be identified, they have been addressed and actions taken where possible to control them.
Fluctuations in currency continue to affect the Group’s trading and any devaluation of Sterling poses a challenge to the business. The business reduces this risk by entering into forward contract currency deals.
Credit risk is continuously reviewed by the Group. It is reduced by the use of credit checking agencies, regular monitoring of customer balances & having a credit insurance policy in place.
Liquidity risk is managed using cashflow forecasting and funding facilities. The Group retains a combination of funding lines which are regularly reviewed to ensure there is sufficient headroom available to meet all working capital requirements.
Cashflow risk is monitored and managed by entering into fixed term supplier contracts to prevent unexpected costs increases or rate changes wherever possible.
Whilst risk and uncertainty in the market is still present, the directors feel that the Group is well positioned to build on this year’s results and will continue to trade well in future years.
The Directors consider the Group to be well positioned to continue the current level of performance into the future.
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EUROSTATION HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Company
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Section 172(1) Statement
The Companies (Miscellaneous Reporting) Regulations 2018, requires directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006, when performing their duty to promote the success of the Company under S172. This S172 statement explains how, during the financial year, Group Directors:
• have engaged with employees, suppliers, customers & others
• have maintained the Company and the Group's reputation for good business conduct
• have acted fairly for all shareholders whilst having regard to other stakeholders
S172(1) (A) – The likely consequences of any decision in the long term
The Directors understand the business and environment in which we operate, including the challenges faced by the UK & European retail sector. The strategy set by the board is intended to strengthen our position as a wholesaler of high-quality domestic household products at competitive prices.
To achieve our strategic ambitions, the board have continued to develop relationships with suppliers and customers to communicate our strategy, ensuring our goals are understood and achievable.
The Directors recognise how our goals are viewed by our stakeholders and have taken decisions they believe best support strategic objectives.
S172(1) (B) – The interests of the Company’s employees
The Directors recognise that its employees are core to the business and play a huge part in the delivery of our strategic goals. The success of our business depends on attracting and retaining employees and keeping them motivated. The Directors understand that we must be a responsible employee from pay and benefits to health and safety in the workplace.
The Directors consider the implications of decisions on employees and the wider workforce where relevant and feasible.
S172(1) (C) – The need to foster the Company’s business relationships with suppliers, customers and others
Delivering our strategy requires mutually beneficial relationships with suppliers & customers. The board continuously reviews and approves the approach to suppliers and assesses customer related priorities and with whom we do business with. The board communicates with the business on these matters by way of business updates.
S172(1) (D) – The impact of the Company’s operations on the community and the environment
The Directors are aware of the growing importance of environmental sustainability & preservation. The board understand that we must act responsibly in this regard in our day to day business activities. The board will discuss any environmental issues with their senior management team as and when required.
S172(1) E – The desirability of the Company maintaining a reputation for high standards of business conduct
This aspect has always been inherent within the values & the strategic ambitions of the company. The Directors periodically review and approve the company frameworks such as employee handbook, Statements of Operating Procedures & Modern Slavery Statements. This is to ensure that high standards are maintained within the Company and other business relationships. The board is informed of any key changes to relevant compliances and take these into consideration during the review process.
S172(1) F – The need to act fairly as between members of the Company
The Directors will make decisions in line with Company and the Group strategy whilst taking into consideration the impact on stakeholders. In doing so they act fairly as between the members of the Company.
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EUROSTATION HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group retains a combination of funding lines which are regularly reviewed to ensure there is sufficient headroom available to meet all working capital requirements.
The Directors consider the Group to be well positioned to continue the current level of performance into the future.
This report was approved by the board on 22 July 2026 and signed on its behalf.
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EUROSTATION 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
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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;
∙state whether applicable UK 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 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.
The profit for the year, after taxation, amounted to £4,446,060 (2024 - £5,346,785).
The Company declared dividends of £255,398 (2024 - £315,398) during the year.
The directors who served during the year were:
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EUROSTATION HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Streamlined Energy and Carbon Report (SECR)
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The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ('2018 Regulations' or 'SECR Requirements') require businesses to report on their energy use and Greenhouse Gas emissions. This SECR shows the data required and explains the Company's approach to environmental issues.
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Tonnes of CO2e per sales revenue
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As a Group we are always monitoring ways to reduce our carbon footprint. We are making changes to the lighting in our Head Office by switching to LED and motion sensor lighting where appropriate.
We continue to increase the number of fully electric and hybrid cars within our company fleet and offer on-site electric vehicle charging points.
The majority of our CO2e comes from diesel consumption by our commercial fleet of HGV’s. We continue to replace vehicles with newer models with lower CO2 emissions and improved fuel consumption rates as the leases come up for renewal.
The Company actively encourages staff to recycle all paper and plastics wherever possible and has contracts in place for the collection of all recyclable waste from site.
The Company is a signatory of the International Association for Soaps, Detergents and Maintenance Products (AISE) Charter for Sustainable Cleaning. The Company complies with all appropriate waste packaging and electrical and electronic regulations and aims to record the packaging weight of all our products with a view to identifying ways in which to minimize packaging and make continuous improvement in the management of its environmental impact.
These financial statements have been prepared on a going concern basis. The Directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
Matters covered in the Group Strategic Report
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Certain information not shown in the Directors’ Report is shown in the Strategic Report on page 1 instead in accordance with Section 414C (11) of the Companies Act 2006. This includes a business review and principal risks and uncertainties.
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EUROSTATION HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditor
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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 auditor is 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 auditor is aware of that information.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 22 July 2026 and signed on its behalf.
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EUROSTATION HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EUROSTATION HOLDINGS LIMITED
Opinion
We have audited the financial statements of Eurostation Holdings Limited (the ‘Parent Company’) and their subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Group and 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 "Auditor’s responsibilities for the audit of the financial statements" section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors' with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors' are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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EUROSTATION HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EUROSTATION HOLDINGS LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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 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 light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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.
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EUROSTATION HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EUROSTATION HOLDINGS LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 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 intend either to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Group and Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut off assertion), and significant one-off or unusual transactions.
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EUROSTATION HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EUROSTATION HOLDINGS LIMITED
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
John Daly (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
One St. Peter's Square
Manchester
M2 3DE
22 July 2026
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EUROSTATION HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2025 (2024: £Nil).
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The notes on pages 18 to 41 form part of these financial statements.
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EUROSTATION HOLDINGS LIMITED
REGISTERED NUMBER: 11574848
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 July 2026.
The notes on pages 18 to 41 form part of these financial statements.
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EUROSTATION HOLDINGS LIMITED
REGISTERED NUMBER: 11574848
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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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. The profit after tax of the Parent Company for the year was £245,790 (2024: £322,263).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 July 2026.
The notes on pages 18 to 41 form part of these financial statements.
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EUROSTATION HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital (Note 13)
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital (Note 13)
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Total transactions with owners
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The notes on pages 18 to 41 form part of these financial statements.
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EUROSTATION HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital (Note 13)
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital (Note 13)
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Total transactions with owners
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The notes on pages 18 to 41 form part of these financial statements.
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EUROSTATION HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Decrease/(increase) in stocks
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(Increase)/decrease in amounts owed by related parties and
entities under common control
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Purchase of investment properties
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Net cash used in investing activities
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EUROSTATION HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cash flows from financing activities
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Repayment of/new finance leases
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Movements on invoice discounting
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Eurostation Holdings Limited ('the Company') is a private limited company, incorporated in the United Kingdom and registered in England and Wales. The Company's registered number 11574848. The address of its registered office and principal place of business is The Old School House, 39 Bengal Street, Manchester, M4 6AF.
The principal activities of the Group is that of wholesaling branded domestic products.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The following principal accounting policies have been applied:
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 merger method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their book 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.
These financial statements have been prepared on a going concern basis. The Directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
- 18 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
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'.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover 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 turnover is recognised:
Sale of goods
Turnover 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 turnover 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.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
- 19 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Leased assets: the Group as lessee
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Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
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 other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
- 20 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the period 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 reporting 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 reporting 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 reporting date.
- 21 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
- 22 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised through a Revaluation Reserve.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting 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.
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.
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Cash and cash equivalents
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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.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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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.
- 23 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position 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.
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.
- 24 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
- 25 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In applying the Group's accounting policies, the Directors are required to make judgments, estimates and assumptions in determining the carrying amount of assets and liabilities. The Directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions, the actual results and outcomes may differ.
The estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
The Directors believe that the critical accounting policies where judgments or estimates are necessarily applied are stock provisions, bad debt provisions and the useful expected lives of property, plant and equipment, and trademarks.
The whole of the turnover is attributable to that of wholesaling branded domestic products.
Analysis of turnover by country of destination:
- 26 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible assets, including goodwill
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Operating lease expenditure
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Defined contribution pension costs
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During the year, the Group obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the parent Company's financial statements:
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Fees payable to the Company's auditor for the audit of the subsidiaries' financial statement
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Fees payable to the Company's auditor in respect of:
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Taxation compliance services
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- 27 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution pension scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £528,411 (2024 - £186,677).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £19,321 (2024 - £19,321).
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- 28 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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- 29 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of25% (2024 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Adjustment to deferred tax in respect of previous periods
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Dividends totalling £255,398 were paid during the year, comprising £105,998 to holders of Ordinary E shares and £149,400 to holders of Ordinary C shares.
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- 30 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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The Old School House, 39 Bengal Street, Manchester, M4 6AF
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The Old School House, 39 Bengal Street, Manchester, M4 6AF
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Swirl Consumer Products Limited*
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The Old School House, 39 Bengal Street, Manchester, M4 6AF
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The Old School House, 39 Bengal Street, Manchester, M4 6AF
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All subsidiaries marked with a * above are held indirectly by the Parent Company Eurostation Holdings Limited.
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- 33 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Freehold investment property
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The 2025 valuations were made by the Directors. Previous valuations have been made by Nolan Redshaw Ltd, on an open market value for existing use basis.
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Finished goods and goods for resale
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Stock provisions were recognised during the year totalling £946,069 (2024: £1,251,002).
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- 34 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Amounts owed by joint ventures and associated undertakings
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Prepayments and accrued income
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Amounts owed from group undertakings are interest free and repayable on demand.
The invoice finance balance is secured against certain trade debtor balances.
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Cash and cash equivalents
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- 35 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to joint ventures
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Amounts owed to entities under common control
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Amounts owed to group undertakings are interest free and repayable on demand.
Amounts owed to entities under common control are typically charged at 7.5% interest per annum and is secured over the Property purchased during the prior year, detailed in note 17.
Net obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.
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- 36 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Net obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.
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Secured Loans
The Company enters into short term "import loan" agreement with the bank, whereby the funds borrowed are secured on the stock purchased.
Bank loans is a mortgage, repayable in equal instalments until October 2029, with interest charged at 2.09% above HSBC Bank Plc base rate. The mortgage is secured by way of a debenture comprising a fixed and floating charge over the freehold property.
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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- 37 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Short term timing differences
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Allotted, called up and fully paid
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2,500 (2024 - 2,500) A ordinary shares of £0.10 each
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750 (2024 - 1,250) B ordinary shares of £0.10 each
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3,750 (2024 - 3,750) C ordinary shares of £0.10 each
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1,250 (2024 - 1,250) D ordinary shares of £0.10 each
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1,750 (2024 - 1,250) E ordinary shares of £0.10 each
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The share ranks pari passu in all respects with the exception of equity dividends paid which are made at the discretion of the Directors.
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- 38 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Revaluation reserve
This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income.
Profit & loss account
The balance of the profit & loss account represents the accumulated profits of the Group and Company less any distributed dividends.
A prior year reclassification has been made in respect of rebates totalling £1,034,323, which were previously presented within distribution costs. Following a review of the nature of these rebates, management determined that they are more appropriately presented as a reduction to sales/revenue rather than as an expense within distribution costs. Accordingly, the comparative income statement has been restated to decrease sales by £1,034,323 and decrease distribution costs by the same amount. The adjustment reflects a correction in the classification of rebates in the income statement and has no impact on profit before tax, profit for the year, net assets, retained earnings or cash flows.
During the year, management identified that certain intercompany elimination journals had been posted against balances that were not included in the income statement. The comparative figures have therefore been restated, resulting in an increase of £352,713 in both turnover and cost of sales. These reclassifications have no impact on profit or net assets.
A composite company multilateral guarantee dated 3 December 2015 is also now held by HSBC Bank Plc.
Also the Company has given a guarantee in favour of HM Revenue and Customs for £130,000 (2024: £130,000).
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group operates a defined contribution plan for all employees of the Group. Contributions made into this plan are paid by the Group at rates specified in the rules of the schemes. The total amount recognised in the profit and loss during the year was £246,873 (2024: £139,367). At 31 December 2025 the amount of pensions outstanding on the period end date was £31,434 (2024: £23,941).
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Commitments under operating leases
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At 31 December 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The Company had no commitments under the non-cancellable operating leases as at the reporting date.
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- 40 -
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EUROSTATION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The Company has taken advantage of the exemption permitted by Section 33 Related Party Disclosures, not to provide disclosures of transactions entered into with other wholly-owned members of the Group.
Eurostation Limited made purchases from Propeller Investments LLP amounting to £Nil (2024: £3,500,000). At the Statement of Financial Position date Eurostation Limited owed Propeller Investments LLP £2,500,000 (2024: £3,000,000). Propeller Investments LLP is a related party by virtue of common directorship (R L Shonn and S M Shonn).
151 Products Limited made purchases from Propeller Investments LLP amounting to £Nil (2024: £174,740). At the Statement of Financial Position date Propeller Investments LLP owes the Group £Nil (2024: £Nil). Propeller Investments LLP is a related party by virtue of common directorship (R L Shonn and S M Shonn).
151 Products Limited made purchases during the year from B7 Ventures Limited amounting to £100,401 (2024: £111,400). At the Statement of Financial Position date B7 Ventures Limited is owed £Nil (2024: £Nil). B7 Ventures Limited is a related party by virtue of common directorship (R L Shonn).
At the Statement of Financial Position date Chorio Limited owes £713 (2024: £713). Chorio Limited is a related party by virtue of common directorship (R L Shonn).
At the Statement of Financial Position date Saxwood Limited owes £713 (2024: £713). Saxwood Limited is a related party by virtue of common directorship (R L Shonn).
151 Products Limited made purchases from EHL 2021 Limited amounting to £107,502 (2024: £Nil). At the Statement of Financial Position date an amount of £9,954 was owed by EHL 2021 Limited (2024: £6,162), a company under common control and owning shares in the ultimate parent company.
At the Statement of Financial Position date Eurostation Products (Ireland) Limited owes £1,818 (2024: £1,818). Eurostation Products (Ireland) Limited is a related party by virtue of common directorship (R L Shonn).
All loans to and from related parties are unsecured and repayable on demand.
The total compensation of key management personnel, excluding directors' remuneration disclosed in note 9, was £167,878 (2024: £149,494).
The Group has an unlimited cross company guarantee with a related party dated 21 November 2002.
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The Company is controlled by the Directors'. The Company is not deemed to have a single controlling or ultimate controlling party.
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