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Registered number: 11473900 THREEPS HOLDING LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
THREEPS HOLDING LTD COMPANY INFORMATION
Directors | P Hoornaert
| P Hoornaert
Company secretary | P Hoornaert
Registered number | 11473900
Registered office | 609 London Road
| West Thurrock
| Grays
| Essex
| RM20 3BJ
Independent auditor | Cooper Parry Group Limited
| Statutory Auditor
| Broadwalk House
| 5th floor
| 5 Appold St
| Broadgate
| London
| EC2A 2AG
THREEPS HOLDING LTD CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditor's report | 5 - 8
Consolidated statement of comprehensive income | 9
Consolidated balance sheet | 10
Company balance sheet | 11
Consolidated statement of changes in equity | 12
Company statement of changes in equity | 13
Consolidated statement of cash flows | 14
Consolidated analysis of net funds | 15
Notes to the financial statements | 16 - 31
THREEPS HOLDING LTD GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report for the year ended 31 December 2025.
Business review
The principal activity of the company during the year was that of freight forwarding and transportation. The key performance indicators were as follows:- Turnover: £17,659,317 (2024: £18,694,926) Gross profit: £5,070,021 (2024: £4,603,893) Gross profit percentage: 28.7% (2024: 24.6%) The directors are satisfied that the group is continuing to trade profitably and will continue its strategy to increase the turnover and its business activity in the coming year.
Principal risks and uncertainties
The principal risks and uncertainties stem from the national and global economic conditions currently being experienced, mainly due to the following:- Liquidity risk The group retains sufficient cash reserves to meet any future demand and at present there are no loans so the interest risk is small. Credit and exchange risk The group has strict controls on new and existing customers and an efficient credit control procedures. The incidence of bad debts in the past has not been material. Other risks The other risks and uncertainties relate to any unforeseen restrictions that may arise due to Brexit in the future.
Section 172(1) statement
The directors of the company and the group, as those of all UK companies, must act in accordance with a set of general duties which are detailed in section 172 of the Companies Act 2006. The following paragraphs below summarise how the board of directors, both individually and together, have acted in the way that they consider, in good faith, would be the most likely to promote the success of the company and the group for the benefit of its shareholders as a whole and in doing so have regard (amongst other matters) to: Risk management - consideration of risks is an integral part of our operations which includes providing services to our clients in the often highly regulated environment. Interests of our employees - being committed to being a responsible business in which our behaviour is aligned with the expectations of our people, clients, investors and society as whole. Fostering business relationships - our strategy is to prioritise organic growth driven by providing services to both other group entities and our clients. Impact of the company's and the group's operations on the community and environment - our approach is to create a positive approach to the clients and communities in which we interact with. Maintaining a reputation for high standards of business conduct - consideration of risks is an integral part of how the company and the group operates on a daily basis which are reviewed and issued at group level under its corporate governance policies including whistleblowing. Page 1
THREEPS HOLDING LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Future developments
The group has shown strong growth in the period by actively managing all the risk areas and the directors are confident the group will continue to trade profitably. This report was approved by the board and signed on its behalf.
Patrick Hoornaert Director | Philippe Hoornaert Director
Date: 17 August 2026 |
Page 2
THREEPS HOLDING LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the group's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £1,107,998 (2024: £1,519,255). No dividends will be distributed for the year ended 31 December 2025.
Directors
The directors who served during the year were:
P Hoornaert
P Hoornaert
Matters covered in the group strategic report
The group has chosen in accordance with section 414C(11) of the Companies Act 2006 (strategic report and directors' report) Regulations 2013 to set out in the group's strategic report information required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 Schedule 7 to be contained in the directors' report. Page 3
THREEPS HOLDING LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditor
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.
Post balance sheet events
There have been no significant events affecting the group since the year end.
Auditor
The auditor, Cooper Parry Group Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Patrick Hoornaert Director | Philippe Hoornaert Director
Date: 17 August 2026 | Date: 17 August 2026
Page 4
THREEPS HOLDING LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THREEPS HOLDING LTD
Opinion
We have audited the financial statements of ThreePs Holding Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the consolidated statement of comprehensive income, the group and company balance sheet, the group and company statement of changes in equity, the consolidated statement of cash flows, the consolidated analysis of net funds and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 5
THREEPS HOLDING LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THREEPS HOLDING LTD (CONTINUED)
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Page 6
THREEPS HOLDING LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THREEPS HOLDING LTD (CONTINUED)
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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 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. We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with management the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance. During the audit we focused on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. Our procedures in relation to fraud included but were not limited to: inquiries of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding the risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Our tests include agreeing the financial statement disclosures to underlying supporting documentation. 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 regulations. 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. In assessing the potential risks of material misstatement we obtained an understanding of; the entities operations, including the nature of its revenue sources and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement. We did not identify any matters relating to non-compliance with laws and regulations relating to fraud. 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. Page 7
THREEPS HOLDING LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THREEPS HOLDING LTD (CONTINUED)
Use of our report
This report is made solely to the group'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 group'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 group and the group's members, as a body, for our audit work, for this report, or for the opinions we have formed. Robert Blundell (Senior Statutory Auditor) for and on behalf of Cooper Parry Group Limited Statutory Auditor Broadwalk House 5th floor 5 Appold St Broadgate London EC2A 2AG 17 August 2026 Page 8
THREEPS HOLDING LTD CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 3 | 17,659,317 | 18,694,926
Cost of sales |  | (12,589,296) | (14,091,033)
Gross profit |  | 5,070,021 | 4,603,893
Administrative expenses |  | (2,732,772) | (2,357,622)
Operating profit | 4 | 2,337,249 | 2,246,271
Interest receivable and similar income | 8 | 18,101 | 1,761
Interest payable and similar expenses | 9 | (22,623) | (178,912)
Profit before taxation |  | 2,332,727 | 2,069,120
Tax on profit | 10 | (1,224,729) | (549,865)
Profit for the financial year |  | 1,107,998 | 1,519,255
Other comprehensive income |  |  |
Unrealised surplus on revaluation of tangible fixed assets |  | 267,946 | 3,600,000
Total comprehensive income for the year |  | 1,375,944 | 5,119,255
Profit for the year attributable to: |  |  |
Owners of the parent company |  | 1,107,998 | 1,519,255
Total comprehensive income for the year attributable to: |  |  |
Owners of the parent company |  | 1,375,944 | 5,119,255
The notes on pages 16 to 31 form part of these financial statements.
Page 9
THREEPS HOLDING LTD REGISTERED NUMBER: 11473900 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible fixed assets | 11 |  | 5,631,350 |  | 1,146,622
Tangible fixed assets | 12 |  | 14,166,398 |  | 13,999,240
|  |  | 19,797,748 |  | 15,145,862
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 14 | 2,935,237 |  | 3,300,765 |
Cash at bank and in hand |  | 6,161,964 |  | 5,102,375 |
|  | 9,097,201 |  | 8,403,140 |
Creditors: amounts falling due within one year | 15 | (12,270,014) |  | (9,192,360) |
Net current liabilities |  |  | (3,172,813) |  | (789,220)
Total assets less current liabilities |  |  | 16,624,935 |  | 14,356,642
Provisions for liabilities |  |  |  |  |
Deferred taxation | 16 |  | (951,380) |  | (4,469)
Net assets |  |  | 15,673,555 |  | 14,352,173
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 2 |  | 2
Revaluation reserve | 18 |  | 3,813,384 |  | 3,600,000
Profit and loss account | 18 |  | 11,860,169 |  | 10,752,171
Equity attributable to owners of the parent company |  |  | 15,673,555 |  | 14,352,173
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Patrick Hoornaert | Philippe Hoornaert
Director | Director
Date: 17 August 2026 | Date:17 August 2026
The notes on pages 16 to 31 form part of these financial statements. Page 10
THREEPS HOLDING LTD REGISTERED NUMBER: 11473900 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible fixed assets | 12 |  | 13,305,000 |  | -
Investments | 13 |  | 21,879,305 |  | 12,541,850
|  |  | 35,184,305 |  | 12,541,850
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 14 | 646,431 |  | 560,757 |
Cash at bank and in hand |  | 880,134 |  | 1,194,116 |
|  | 1,526,565 |  | 1,754,873 |
Creditors: amounts falling due within one year | 15 | (23,298,716) |  | (2,669,502) |
Net current liabilities |  |  | (21,772,151) |  | (914,629)
Total assets less current liabilities |  |  | 13,412,154 |  | 11,627,221
Deferred taxation |  | (951,250) |  | - |
|  |  | (951,250) |  | -
Net assets |  |  | 12,460,904 |  | 11,627,221
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 2 |  | 2
Profit and loss account | 18 |  | 12,460,902 |  | 11,627,219
Shareholders' funds |  |  | 12,460,904 |  | 11,627,221
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Patrick Hoornaert | Philippe Hoornaert
Director | Director
Date: 17 August 2026 | Date:17 August 2026
The notes on pages 16 to 31 form part of these financial statements. Page 11
THREEPS HOLDING LTD CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Revaluation reserve | Profit and loss account | Equity attributable to owners of parent company | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 2 | - | 9,232,916 | 9,232,918 | 9,232,918
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | 1,519,255 | 1,519,255 | 1,519,255
Surplus on revaluation of freehold property | - | 3,600,000 | - | 3,600,000 | 3,600,000
At 1 January 2025 | 2 | 3,600,000 | 10,752,171 | 14,352,173 | 14,352,173
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | 1,107,998 | 1,107,998 | 1,107,998
Surplus on revaluation of freehold property | - | 213,384 | - | 213,384 | 213,384
At 31 December 2025 | 2 | 3,813,384 | 11,860,169 | 15,673,555 | 15,673,555
| The notes on pages 16 to 31 form part of these financial statements.
Page 12
THREEPS HOLDING LTD COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 2 | 9,660,790 | 9,660,792
Profit for the year | - | 1,966,429 | 1,966,429
At 1 January 2025 | 2 | 11,627,219 | 11,627,221
Profit for the year | - | 833,683 | 833,683
At 31 December 2025 | 2 | 12,460,902 | 12,460,904
| The notes on pages 16 to 31 form part of these financial statements.
Page 13
THREEPS HOLDING LTD CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 2,332,727 | 2,069,120
Adjustments for: |  |
Amortisation of intangible assets | 142,801 | 104,238
Depreciation of tangible assets | 184,534 | 159,327
Loss on disposal of tangible assets | (23,324) | -
Interest paid | 22,623 | 178,912
Interest received | (18,101) | (1,761)
Decrease in debtors | 365,529 | 572,398
Increase/(decrease) in creditors | 7,639,623 | (2,590,513)
(Decrease)/increase in amounts owed to groups | (4,434,272) | 1,080,568
Corporation tax (paid) | (328,498) | (694,986)
Net cash generated from operating activities | 5,883,642 | 877,303
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (4,627,529) | -
Purchase of tangible fixed assets | (215,326) | (70,657)
Sale of tangible fixed assets | 23,324 | -
Interest received | 18,101 | 1,761
Net cash from investing activities | (4,801,430) | (68,896)
Cash flows from financing activities |  |
Interest paid | (22,623) | (178,912)
Net cash used in financing activities | (22,623) | (178,912)
Net increase in cash and cash equivalents | 1,059,589 | 629,495
Cash and cash equivalents at beginning of year | 5,102,375 | 4,472,880
Cash and cash equivalents at the end of year | 6,161,964 | 5,102,375
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 6,161,964 | 5,102,375
The notes on pages 16 to 31 form part of these financial statements.
Page 14
THREEPS HOLDING LTD CONSOLIDATED ANALYSIS OF NET FUNDS FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | At 31 December 2025
| £ | £ | £
Cash at bank and in hand | 5,102,375 | 1,059,589 | 6,161,964
The notes on pages 16 to 31 form part of these financial statements.
Page 15
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
ThreePs Holding Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the company information page. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The 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 following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Investments in subsidiary undertakings in the parent company are recognised at cost, less any impairment. In the consolidated group financial statements, the excess cost of a business combination over the fair value of the identifiable assets and liabilities acquired is recognised as goodwill.
| 2.3 | Going concern
The financial statements have been prepared on the going concern basis. In assessing the group’s ability to continue as a going concern, the directors have reviewed detailed financial forecasts and considered the group’s current financial position and available resources. Based on these assessments, the directors have a reasonable expectation that the group has adequate resources to meet its liabilities as they fall due and to continue in operational existence for at least twelve months from the date of approval of these financial statements. Accordingly, the directors consider the going concern basis of preparation to be appropriate. Page 16
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
| 2.5 | Turnover
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: Rendering of services Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of turnover can be measured reliably; ∙it is probable that the group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Interest income
Interest income is recognised in the consolidated statement of comprehensive income using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to the consolidated statement of comprehensive income 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. Page 17
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Pensions
Defined contribution pension plan The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. The contributions are recognised as an expense in the consolidated statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.
| 2.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 18
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life. 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.
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 2% | on cost
|  |  |  | Plant and machinery | - | 10% | on cost
|  |  |  | Motor vehicles | - | 25% | on cost
|  |  |  | Fixtures and fittings | - | 25% | on cost
|  |  |  | Computer equipment | - | 25% | on cost
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the consolidated statement of comprehensive income.
| 2.12 | Revaluation of tangible fixed assets
Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date. Fair values are determined from market based evidence normally undertaken by professionally qualified valuers. Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in the consolidated statement of comprehensive income. Page 19
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.14 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to the consolidated statement of comprehensive income.
| 2.15 | Financial instruments
The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Page 20
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Financial instruments (continued)
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. 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.
3. | Turnover
The whole of the turnover is attributable to the principal activity of the group.
| All turnover arose within the United Kingdom.
Page 21
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (79,815) | (190,660)
| Depreciation | 184,534 | 159,327
| Goodwill amortisation | 142,801 | 104,238
5. | Auditor's remuneration
| During the year, the group obtained the following services from the company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditor for the audit of the consolidated, subsidiary company's and parent company's financial statements | 26,970 | 25,860
| Fees payable to the company's auditor for the non-audit services of the consolidated, subsidiary company's and parent company's financial statements | 7,330 | 7,025
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 1,224,762 | 1,371,682
| Social security costs | 149,081 | 143,782
| Cost of defined contribution scheme | 88,349 | 94,365
|  | 1,462,192 | 1,609,829
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Office and management | 8 | 8
|  | Sales | 31 | 31
|  |  | 39 | 39
| The company has no employees other than the directors, who did not receive any remuneration (2024: £NIL)
Page 22
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 86,328 | 86,228
8. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 18,101 | 1,761
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 22,623 | 178,912
|  | 22,623 | 178,912
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 277,818 | 566,282
| Deferred tax |  |
| Origination and reversal of timing differences | 946,911 | (16,417)
| Taxation on profit on ordinary activities | 1,224,729 | 549,865
Page 23
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 2,332,727 | 2,069,120
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 583,182 | 517,280
| Effects of: |  |
| Expenses not deductible for tax purposes | 13,698 | 17,065
| Capital allowances for year in excess of depreciation | 38,011 | 27,320
| Chargeable gains | 951,250 | -
| Movement in deferred tax not recognised | 12,139 | (7,064)
| Adjustments to tax charge in respect of prior periods | (373,551) | (4,736)
| Total tax charge for the year | 1,224,729 | 549,865
Page 24
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| At 1 January 2025 | 1,563,575
| Additions | 4,627,529
| At 31 December 2025 | 6,191,104
| Amortisation |
| At 1 January 2025 | 416,953
| Charge for the year on owned assets | 142,801
| At 31 December 2025 | 559,754
| Net book value |
| At 31 December 2025 | 5,631,350
| At 31 December 2024 | 1,146,622
| The company had no intangible assets at the balance sheet date.
Page 25
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
| Group
|  | Freehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or revaluation |  |  |  |  |  |
| At 1 January 2025 | 13,537,054 | 980,668 | 658,690 | 143,738 | 49,206 | 15,369,356
| Additions | - | 15,500 | 60,101 | - | - | 75,601
| Acquisition of subsidiary | - | 6,392 | - | 1,752 | - | 8,144
| Disposals | - | - | (89,104) | - | - | (89,104)
| Revaluations | 267,946 | - | - | - | - | 267,946
| At 31 December 2025 | 13,805,000 | 1,002,560 | 629,687 | 145,490 | 49,206 | 15,631,943
| Depreciation |  |  |  |  |  |
| At 1 January 2025 | 59,562 | 591,501 | 562,465 | 113,951 | 42,636 | 1,370,115
| Charge for the year | 5,000 | 78,940 | 81,062 | 12,962 | 6,570 | 184,534
| Disposals | - | - | (89,104) | - | - | (89,104)
| At 31 December 2025 | 64,562 | 670,441 | 554,423 | 126,913 | 49,206 | 1,465,545
| Net book value |  |  |  |  |  |
| At 31 December 2025 | 13,740,438 | 332,119 | 75,264 | 18,577 | - | 14,166,398
| At 31 December 2024 | 13,477,492 | 389,166 | 96,225 | 29,787 | 6,570 | 13,999,240
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Freehold | 13,740,438 | 13,477,492
Page 26
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 12.Tangible fixed assets (continued)
| Company
|  | Freehold property
|  | £
| Cost |
| Additions | 13,305,000
| At 31 December 2025 | 13,305,000
| At 31 December 2025 | -
| Net book value |
| At 31 December 2025 | 13,305,000
| At 31 December 2024 | -
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Freehold | 13,305,000 | -
| The freehold property was transfered from Yamadari to Threeps Holding in the year for consideration of £13,305,000.
Page 27
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 January 2025 | 12,541,850
| Additions | 9,337,455
| At 31 December 2025 | 21,879,305
| Net book value |
| At 31 December 2025 | 21,879,305
| At 31 December 2024 | 12,541,850
| Subsidiary undertakings
| The following were subsidiary undertakings of the company:
| Name | Registered office | Class of shares | Holding
| Dornack International Limited | England and Wales | Ordinary | 100%
| Yamadari Limited | Isle of Man | Ordinary | 100%
| ThreePs Property Limited | England and Wales | Ordinary | 100%
| WTT Logistics Ltd | England and Wales | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings was as follows:
| Name | Profit/(Loss)
|  | £
| Dornack International Limited | 1,236,744
| Yamadari Limited | 13,295,093
| ThreePs Property Limited | (3,550)
| WTT Logistics Ltd | 707,204
| ThreePs Property Limited, incorporated in England and Wales with the registration number of 14302451, has taken advantage of the exemption from audit under section 479A of the Companies Act 2006.
Page 28
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 2,832,582 | 3,144,563 | 51,000 | -
| Amounts owed by group undertakings | - | - | 595,431 | 560,757
| Other debtors | 34,763 | 24,683 | - | -
| Prepayments and accrued income | 67,892 | 131,519 | - | -
|  | 2,935,237 | 3,300,765 | 646,431 | 560,757
15. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 1,503,418 | 1,910,039 | - | -
| Amounts owed to group undertakings | - | - | 13,418,800 | 866,343
| Corporation tax | 309,372 | 349,972 | 61,645 | -
| Other taxation and social security | 358,191 | 372,272 | 8,500 | -
| Other creditors | 9,845,149 | 6,331,837 | 9,809,771 | 1,798,958
| Accruals and deferred income | 253,884 | 228,240 | - | 4,201
|  | 12,270,014 | 9,192,360 | 23,298,716 | 2,669,502
16. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (4,469)
| Charged to profit or loss | (946,911)
| At end of year | (951,380)
Page 29
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 16.Deferred taxation (continued)
| Company
|  | £
| Charged to profit or loss | (951,250)
| At end of year | (951,250)
| The provision for deferred taxation is made up as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accelerated capital allowances | - | 4,469 | - | -
| Capital gains | (951,250) | - | (951,250) | -
| Short term timing differences | (130) | - | - | -
|  | 951,380 | 4,469 | 951,250 | -
17. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 2 (2024: 2) Ordinary shares of £1 each | 2 | 2
18. | Reserves
Revaluation reserve The fair value reserve represents gains retained in the current and previous periods. Profit and loss account Profit and loss account represents the accumulated profits of a company that have not been distributed as dividends to shareholders.
19. | Pension commitments
The group operates a defined contribution scheme. The assets are held separately from those of the group in an independently administered fund. The pension charge represents contributions payable by the group to the fund amounting to £88,349 (2024: £94,365). Pension contributions totalling £6,086 (2024: £6,474) were payable to the fund at the year end. Page 30
THREEPS HOLDING LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Related party transactions
|  | 2025
|  | £
| Amounts due to directors | 9,809,771
| Amounts due from subsidiary undertakings | 595,431
| Amounts due to subsidiary undertakings | 113,800
Page 31