Pioneer Ideso Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company Registration No. 10977978 (England and Wales)
Pioneer Ideso Holdings Limited
Company Information
Directors
I Abrahams
J Morgan
(Appointed 22 May 2025)
G Hannen
(Appointed 30 April 2026)
Company number
10977978
Registered office
1 Mercer Street
London
United Kingdom
WC2H 9QJ
Auditor
Moore Kingston Smith LLP
Orbital House
20 Eastern Road
Romford
Essex
RM1 3PJ
Pioneer Ideso Holdings Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 11
Group statement of comprehensive income
12 - 13
Group balance sheet
14 - 15
Company balance sheet
16
Group statement of changes in equity
17
Company statement of changes in equity
18
Group statement of cash flows
19
Notes to the financial statements
20 - 46
Pioneer Ideso Holdings Limited
Strategic Report
For the year ended 31 December 2025
Page 1
The directors present the strategic report for the year ended 31 December 2025.
Fair review of the business
The company operates as a holding company of industrial safety companies within a group that operate in the flame protection, electric power and control systems markets for product and equipment operating in ATEX, ruggedized and safety critical environments.
On 31 March 2025 Pioneer Ideso Holdings Limited transferred its ownership of Pyroban Group Limited and Pyropress (PropCo) Limited to Pioneer Safety Group Limited, by way of share for share exchange. Pioneer Ideso Holdings Limited remains the parent company of Pioneer Safety Group Limited.
On 15 August 2025, the Group sold 100% of the share Capital of its subsidiary Inspec Solutions Limited to an unrelated third party. This resulted in an investment impairment charge of £209,818 in 2025.
Key performance indicators and financial performance
The group has defined its key performance indicators to align performance and accountability to its strategic plan. The key focus of KPIs is on several financial and operational performance measures, designed to ensure that the strategy successfully delivers increased value to shareholders.
Group sales revenue of £41,985,000 (2024: £38,598,000) increased by £3,387,000 and by 8.8% compared to the prior period.
The increase in revenue resulted in an increase in gross profit of £1,110,000 to £17,379,000 (2024: £16,269,000) at a gross margin of 41% (2024: 42%).
The group results for the financial year amounted to a net loss after tax of £31,000 (2024: £2,971,000) and earnings before tax, interest, depreciation, and amortisation of £2,015,000 profit (2024: £889,000 loss). The net assets as at 31 December 2025 amounted to £2,914,000 (2024: £2,776,000).
Principal risks and uncertainties
The directors consider the key business risks and uncertainties affecting the group relate to markets and competition, in response to which the group is continuing to invest in the development of its products and services.
Going concern
The directors believe that preparing the financial statements on the going concern basis is appropriate due to the positive net assets position of the group.
Pioneer Ideso Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 2
Section 172(1) Statement
The directors of Pioneer Ideso Holdings Limited have acted in a way that they considered, in good faith, to be the most likely to promote the success of Pioneer Ideso Holdings Limited for all of its stakeholders and in doing so had regard amongst other matters, to:
The likely consequences of any decision in the long term:
The interests of the group's employees
The interests of the group's shareholders
The need to foster the group's business relationships with group companies, suppliers and others;
The impact of the group's operations in the community and the environment;
The desirability of the group maintaining a reputation for high standards of business conduct; and
To act fairly between members of the group.
The directors also considered the views and interests of a wider set of stakeholders, including governmental and non-governmental organisations.
Considering the broad range of interests is an important part of the way the board makes decisions. However, by balancing those different perspectives it will not always be possible to deliver to everyone's desired outcome.
Examples of how the board engages stakeholders:
Shareholders
The board recognise monitoring and supporting the trading of our subsidiaries is essential to the long-term success of the business and benefit of the shareholders. The board ensure that shareholders are provided access to timely and accurate reporting information which includes current and projected performance, short and long term cash forecasts and where needed, other key subsidiary information including projected investment, key performance indicators, market conditions and any ad hoc reports requested by shareholders. The board will also meet and review performances with shareholders as and when needed.
Subsidiary trading companies
The relationship with each subsidiary trading company is key to the long term success of the group. The size and distribution of our stakeholders both inside and outside of the group means that stakeholder engagement often takes place at an operational level. The board’s approach to engage with a subsidiary trading company is to ensure that the relationship is always deemed to be a long-term partnership for success.
The board ensure that the investment team meet regularly with the leadership teams and the wider employee base within each group company. Typically, members of the board also meet monthly with each subsidiary trading board of directors and review performance, market conditions, investment requirements, key customer and supplier activity and relationships, employee engagement, compliance and health and safety updates.
The board ensures that each subsidiary trading company provides weekly, monthly, and annual reporting information including but not limited to financial key performance indicators and any specific reports requested by the Pioneer Ideso Holdings Limited board.
The board will regularly engage with a subsidiary trading company where any exceptional matters outside the ordinary course of business arise including but not limited to, key personnel appointments, significant legal or regulatory questions, substantial items of expenditure or a proposed change in company strategy.
Pioneer Ideso Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 3
Employees
The board strive to meet the shareholders’ vision of being ‘an employer of choice’. To facilitate this across the group, the board ensure that it sets the standards with its own employees by providing an environment of success and support through regular and effective employee engagement. The investment team then promote and encourage similar practices within the subsidiary trading companies.
Customers
Having built-up long-established relationships with their respective customers, the directors are fully aware that these relationships are the cornerstone of each subsidiary trading entity’s business and ensuring that collectively we build on these relationships is imperative to the future performance of each company of the group. The directors of each trading subsidiary are hands-on in the businesses and are in day-to-day contact with the senior management at our customers. Each company’s long-term success has been built on delivering exceptional client service to customers .
The Board is confident it has satisfied the Code’s requirements for its effective performance of their statutory duties in accordance with s172(1) Companies Act 2006.
Future developments
On 19 March 2026, the trade and assets of Allenwest Wallacetown Limited (formerly Allenwest Limited) were transferred for the value of consideration shares of 359,016,327 at a nominal value of £0.001 per share to a newly incorporated subsidiary, Allenwest Limited (formerly Allenwest Prestwick Limited). Subsequently, Allenwest Limited (formerly Allenwest Prestwick Limited) was sold to BRUSH Group Limited on 3 April 2026.
On 3rd April 2026, the Group sold 100% of the share capital of Baldwin & Francis Limited to BRUSH Group Limited.
On 2nd April 2026, the group sold its shareholding in Pioneer Safety Group Limited to Cognesense Holdings UK Limited.
J Morgan
Director
21 August 2026
Pioneer Ideso Holdings Limited
Directors' Report
For the year ended 31 December 2025
Page 4
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company continued to be that of a holding company.
The principal activities of the group are the development, production and sale of flame protection systems for equipment operating in hazardous areas and the provision of associated consultancy and training worldwide.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
I Abrahams
G Nicholson
(Resigned 14 May 2026)
S Schmidt-Chiari
(Resigned 22 May 2025)
J Morgan
(Appointed 22 May 2025)
B Quarendon
(Appointed 22 May 2025 and resigned 14 May 2026)
G Hannen
(Appointed 30 April 2026)
Results and dividends
No Ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No Preference dividends were paid. The directors do not recommend payment of a further dividend.
Financial instruments and risks
Principal financial instruments, objectives and policies
The group is exposed to a variety of financial risks. The group's overall risk management programme seeks to minimise the potential risks for the group. The Board reviews and agrees policies for managing risks, the most important components of financial risk affecting the group are set out below.
The group’s principal financial instruments include trade debtors and trade creditors arising directly from its operations as well as inter-company loans and credit facilities.
Liquidity risk
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
Interest rate risk
The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.
Foreign currency risk
The group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.
Pioneer Ideso Holdings Limited
Directors' Report (Continued)
For the year ended 31 December 2025
Page 5
Credit risk
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
Research and development
The group is committed to research and development activities. A number of programmes are being undertaken to widen the product portfolio for customers in the Oil & Gas sector.
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The group's policy is to consult and discuss with employees, through team meetings and other forums, matters likely to affect employees' interests.
Information about matters of concern to employees is given through internal emails,briefings and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
The group encourages the involvement of employees in its performance through structured appraisal and performance review processes and through performance-linked reward arrangements for eligible employees.
Business relationships
It is the group policy, in respect of suppliers, that each operating business should both agree the terms of payment for each transaction (to ensure that suppliers are aware) and abide by those terms.
Auditor
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report
In line with the Streamlined Energy and Carbon Reporting (SECR) regulations, the Group’s energy and carbon disclosures are presented in the consolidated Directors’ Report of it's parent entity. Subsidiaries within the group are exempt from separate reporting where they are included in the UK group report that complies with SECR requirements.
Pioneer Ideso Holdings Limited
Directors' Report (Continued)
For the year ended 31 December 2025
Page 6
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the 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 prepared the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Matters included in the Strategic Report
The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
On behalf of the board
J Morgan
Director
21 August 2026
Pioneer Ideso Holdings Limited
Independent Auditor's Report
To the Members of Pioneer Ideso Holdings Limited
Page 7
Opinion
We have audited the financial statements of Pioneer Ideso Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's loss 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.
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.
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.
Pioneer Ideso Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Pioneer Ideso Holdings Limited
Page 8
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial 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 the light of the knowledge and understanding of the group and the parent company and their 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.
Pioneer Ideso Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Pioneer Ideso Holdings Limited
Page 9
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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Pioneer Ideso Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Pioneer Ideso Holdings Limited
Page 10
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Other matters which we are required to address
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Pioneer Ideso Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Pioneer Ideso Holdings Limited
Page 11
This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Karen Wardell (Senior Statutory Auditor)
21 August 2026
for and on behalf of Moore Kingston Smith LLP
Chartered Accountants
Orbital House
20 Eastern Road
Romford
Essex
RM1 3PJ
Pioneer Ideso Holdings Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2025
Page 12
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2025
operations
operations
2024
Notes
£'000
£'000
£'000
£'000
£'000
£'000
Turnover
3
41,020
965
41,985
36,460
2,138
38,598
Cost of sales
(24,437)
(169)
(24,606)
(21,830)
(499)
(22,329)
Gross profit
16,583
796
17,379
14,630
1,639
16,269
Distribution costs
(449)
-
(449)
(448)
-
(448)
Administrative expenses
(14,510)
(1,045)
(15,555)
(15,137)
(2,272)
(17,409)
Other operating income
5
-
5
-
-
-
Exceptional item
4
(394)
-
(394)
(268)
-
(268)
Operating profit/(loss)
5
1,235
(249)
986
(1,223)
(633)
(1,856)
Interest receivable and similar income
9
7
-
7
-
-
-
Interest payable and similar expenses
10
(1,406)
-
(1,406)
(945)
(12)
(957)
Amounts written off investments
11
542
(297)
245
-
-
-
Loss before taxation
378
(546)
(168)
(2,168)
(645)
(2,813)
Tax on loss
14
137
-
137
(313)
155
(158)
Loss for the financial year
515
(546)
(31)
(2,481)
(490)
(2,971)
Other comprehensive income
Currency translation differences
159
(40)
Total comprehensive income for the year
128
(3,011)
Pioneer Ideso Holdings Limited
Group Statement of Comprehensive Income (Continued)
For the year ended 31 December 2025
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2025
operations
operations
2024
Notes
£'000
£'000
£'000
£'000
£'000
£'000
Page 13
Loss for the financial year is attributable to:
- Owners of the parent company
(282)
(2,400)
- Non-controlling interests
251
(571)
(31)
(2,971)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(145)
(2,434)
- Non-controlling interests
273
(577)
128
(3,011)
Pioneer Ideso Holdings Limited
Group Balance Sheet
As at 31 December 2025
Page 14
2025
2024
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
15
3,871
5,021
Negative goodwill
15
(1,228)
(1,462)
Net goodwill
2,643
3,559
Other intangible assets
15
184
260
Total intangible assets
2,827
3,819
Tangible assets
16
1,786
1,880
4,613
5,699
Current assets
Stocks
20
8,712
9,657
Debtors
21
14,595
15,066
Cash at bank and in hand
2,237
1,518
25,544
26,241
Creditors: amounts falling due within one year
22
(26,596)
(19,439)
Net current (liabilities)/assets
(1,052)
6,802
Total assets less current liabilities
3,561
12,501
Creditors: amounts falling due after more than one year
23
(10)
(9,128)
Provisions for liabilities
Provisions
26
(623)
(586)
Deferred tax liability
27
(14)
(11)
(637)
(597)
Net assets
2,914
2,776
Capital and reserves
Called up share capital
29
101
101
Other reserves
10,061
10,061
Profit and loss reserves
(7,857)
(7,712)
Equity attributable to owners of the parent company
2,305
2,450
Non-controlling interests
609
326
Total equity
2,914
2,776
Pioneer Ideso Holdings Limited
Group Balance Sheet (Continued)
As at 31 December 2025
Page 15
The financial statements were approved by the board of directors and authorised for issue on 21 August 2026 and are signed on its behalf by:
21 August 2026
J Morgan
Director
Company Registration No. 10977978
Pioneer Ideso Holdings Limited
Company Balance Sheet
As at 31 December 2025
31 December 2025
Page 16
2025
2024
Notes
£'000
£'000
£'000
£'000
Current assets
Debtors
21
18,871
17,961
Cash at bank and in hand
150
199
19,021
18,160
Creditors: amounts falling due within one year
22
(16,434)
(4,996)
Net current assets
2,587
13,164
Creditors: amounts falling due after more than one year
23
-
(9,110)
Net assets
2,587
4,054
Capital and reserves
Called up share capital
29
101
101
Profit and loss reserves
2,486
3,953
Total equity
2,587
4,054
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,466,816 (2024: £33,101 profit).
The financial statements were approved by the board of directors and authorised for issue on 21 August 2026 and are signed on its behalf by:
21 August 2026
J Morgan
Director
Company Registration No. 10977978 (England and Wales)
Pioneer Ideso Holdings Limited
Group Statement of Changes in Equity
For the year ended 31 December 2025
Page 17
Share capital
Other reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2024
101
10,061
(5,131)
5,031
963
5,994
Year ended 31 December 2024:
Loss for the year
-
-
(2,400)
(2,400)
(571)
(2,971)
Other comprehensive income:
Currency translation differences
-
-
(40)
(40)
-
(40)
Amounts attributable to non-controlling interests
-
-
6
6
(6)
-
Total comprehensive income
-
-
(2,434)
(2,434)
(577)
(3,011)
Purchase of shares in subsidiary from non-controlling interest
-
-
(154)
(154)
(53)
(207)
Disposal of shares in subsidiary to non-controlling interest
-
-
7
7
(7)
-
Balance at 31 December 2024
101
10,061
(7,712)
2,450
326
2,776
Year ended 31 December 2025:
Loss for the year
-
-
(282)
(282)
251
(31)
Other comprehensive income:
Currency translation differences
-
-
159
159
-
159
Amounts attributable to non-controlling interests
-
-
(22)
(22)
22
-
Total comprehensive income
-
-
(145)
(145)
273
128
Disposal of subsidiary
-
-
-
-
10
10
Balance at 31 December 2025
101
10,061
(7,857)
2,305
609
2,914
Pioneer Ideso Holdings Limited
Company Statement of Changes in Equity
For the year ended 31 December 2025
Page 18
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 January 2024
101
3,920
4,021
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
33
33
Balance at 31 December 2024
101
3,953
4,054
Year ended 31 December 2025:
Profit and total comprehensive income
-
(1,467)
(1,467)
Balance at 31 December 2025
101
2,486
2,587
Pioneer Ideso Holdings Limited
Group Statement of Cash Flows
For the year ended 31 December 2025
Page 19
2025
2024
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from/(absorbed by) operations
36
39
(2,014)
Interest paid
(1,406)
(999)
Net cash outflow from operating activities
(1,367)
(3,013)
Investing activities
Purchase of business
-
(2,456)
Cash acquired on acquisition of subsidiaries
-
169
Purchase of intangible assets
(39)
(121)
Purchase of tangible fixed assets
(280)
(234)
Proceeds from disposal of tangible fixed assets
-
7
Proceeds from disposal of subsidiaries, net of cash disposed
94
Net cash used in investing activities
(225)
(2,635)
Financing activities
Proceeds from borrowings
6,093
10,228
Repayment of borrowings
(3,782)
(2,008)
Purchase of shares in subsidiary from non-controlling interest
-
(189)
Net cash generated from financing activities
2,311
8,031
Net increase in cash and cash equivalents
719
2,383
Cash and cash equivalents at beginning of year
1,518
(865)
Cash and cash equivalents at end of year
2,237
1,518
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements
For the year ended 31 December 2025
Page 20
1
Accounting policies
Company information
Pioneer Ideso Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Mercer Street, London, United Kingdom, WC2H 9QJ.
The group consists of Pioneer Ideso Holdings Limited and all of its subsidiaries.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional and presentational currency of the group and parent company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel
The financial statements of the parent company Pioneer Ideso Holdings Limited and its subsidiaries are consolidated in the financial statements of Longacre Group Limited. These consolidated financial statements are available from its registered office, 1 Mercer Street, London, WC2H 9QJ.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 21
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Pioneer Ideso Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and for a period of not less than twelve months from the date of approval of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Revenue
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the group and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 22
Revenue from contracts for the provision of service contracts is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
1.6
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.7
Intangible fixed assets - goodwill
Negative goodwill represents the excess of the inducement received to acquire a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Negative goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. Initially it is recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Both positive and negative goodwill amounts are considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.8
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
Straight line over 3 years
Certification fees
Straight line over 5 years
Development costs
Straight line over 5 years
Intellectual Property
Straight line over 5 years
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 23
1.9
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2% per annum, straight line on buildings. Land is not depreciated
Leasehold improvements
Over the term of the lease
Plant and equipment
3 to 10 years on a straight line basis
Fixtures and fittings
3 to 5 years on a straight line basis
Computers
4 years on a straight line basis
Motor vehicles
25% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.10
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 24
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.12
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.13
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.14
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 25
Classification of 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 deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.15
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.16
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 26
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.17
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.18
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.19
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.20
Leases
As lessee
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 27
1.21
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
The results of overseas subsidiary undertakings are translated into the presentational currency at the average rate of exchange for the period. Assets and liabilities are translated at the rate ruling at the balance sheet date. All resulting differences are recognised in other comprehensive income.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 28
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Intangible fixed assets
The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually.
Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value.
See note 15 for the carrying amount of the intangible assets and notes 1.6 and 1.7 for the useful economic lives for each class of asset.
Tangible fixed assets
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
See note 16 for the carrying amount of the property, plant and equipment and note 1.8 for the useful economic lives for each class of asset.
Stock provision
The level of stocks and the stock provision are set out in note 20. For each line of stock, a provision is made against the cost of the stock, where the Net Realisable Value is less than cost. Net Realisable Value is the estimated selling price for stocks less all estimated costs of completion and costs necessary to make the sale. The estimated selling price for each stock line is a judgement based mainly on recent selling patterns for that product.
Provisions
Provisions have been made for dilapidations and customer warranty costs. These provisions are estimates and the actual costs and timing of future cash flows are dependent on future events. The difference between expectations and the actual future liability will be accounted for in the period when such determination is made.
3
Turnover and other revenue
2025
2024
£'000
£'000
Turnover analysed by class of business
Product
39,744
35,182
Service
2,241
3,416
41,985
38,598
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
3
Turnover and other revenue
(Continued)
Page 29
2025
2024
£'000
£'000
Turnover analysed by geographical market
United Kingdom
19,733
21,161
Europe
8,327
6,429
Rest of the World
13,925
11,008
41,985
38,598
2025
2024
£'000
£'000
Other revenue
Interest income
7
-
4
Exceptional item
2025
2024
£'000
£'000
Expenditure
Provision write off
-
37
Restructuring costs
394
231
394
268
Exceptional costs have arisen due to the restructuring of business operations in the period.
5
Operating profit/(loss)
2025
2024
£'000
£'000
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange (gains)/losses
(9)
97
Research and development costs
64
17
Depreciation of owned tangible fixed assets
359
347
Amortisation of intangible assets
372
555
Impairment of intangible assets
531
Stocks impairment losses recognised or reversed
(1)
3
Operating lease charges
1,036
1,012
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 30
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
29
28
Audit of the financial statements of the company's subsidiaries
167
166
196
194
For other services
Taxation compliance services
19
19
Other taxation services
55
26
74
45
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Administration and support
158
142
-
-
Production
139
163
-
-
Total
297
305
0
0
Their aggregate remuneration comprised:
Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Wages and salaries
12,447
12,318
Social security costs
1,591
1,514
-
-
Pension costs
582
589
14,620
14,421
8
Directors' remuneration
The directors were not remunerated within the group in the current year.
Remuneration of key management personnel for the year was £432,045 (2024: £128,479)
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 31
9
Interest receivable and similar income
2025
2024
£'000
£'000
Interest income
Interest on bank deposits
7
-
10
Interest payable and similar expenses
2025
2024
£'000
£'000
Interest on bank overdrafts and loans
1,029
26
Interest payable to group undertakings
348
622
Other interest
29
309
Total finance costs
1,406
957
11
Amounts written off investments
2025
2024
£'000
£'000
Loss on disposal of fixed asset investments
(297)
-
Amounts written back to current loans
208
-
Amounts written back to financial liabilities
334
-
245
-
12
Discontinued operations
Disposal of subsidaries
Discontinued operations relate to the disposal of three subsidiary entities.
On 30 January 2025, the Group dissolved Ex-Tech Signalling SAS.
On 15 August 2025, the Group sold 100% of the share capital of Inspec Solutions Limited to an unrelated third party.
On 20 November 2025, the Group dissolved Pyroban SARL.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 32
13
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2025
2024
Notes
£'000
£'000
In respect of:
Goodwill
15
-
531
Fixed asset investments
(38)
-
Stocks
(1)
3
Recognised in:
Cost of sales
(1)
3
Administrative expenses
-
531
Amounts written off investments
(38)
-
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
Reversals of previous impairment losses have been recognised in profit or loss as follows:
2025
2024
£'000
£'000
In respect of:
Fixed asset investments
(38)
-
Recognised in:
Amounts written off investments
(38)
-
The reversals of previous impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
14
Taxation
2025
2024
£'000
£'000
Current tax
UK corporation tax on profits for the current period
64
Adjustments in respect of prior periods
(176)
73
Total current tax
(176)
137
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
14
Taxation
2025
2024
(Continued)
Page 33
Deferred tax
Origination and reversal of timing differences
37
21
Adjustment in respect of prior periods
2
Total deferred tax
39
21
Total tax (credit)/charge
(137)
158
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£'000
£'000
Loss before taxation
(168)
(2,813)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(42)
(703)
Tax effect of expenses that are not deductible in determining taxable profit
520
555
Tax effect of income not taxable in determining taxable profit
(324)
(118)
Adjustments in respect of prior years
(175)
6
Effect of change in corporation tax rate
-
20
Group relief
(40)
468
Permanent capital allowances in excess of depreciation
-
97
Deferred tax adjustments in respect of prior years
2
3
Other tax adjustments
3
9
Deferred tax not recognised
(81)
(179)
Taxation (credit)/charge
(137)
158
The group has estimated trading losses of £5,301,036 (2024: £4,926,298) available to carry forward for utilisation against future profits.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 34
15
Intangible fixed assets
Group
Goodwill
Negative goodwill
Software
Certification fees
Development costs
Intellectual Property
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2025
6,934
(2,421)
298
23
87
213
5,134
Additions
39
39
Disposals
(1,577)
(102)
(12)
(1,691)
At 31 December 2025
5,357
(2,421)
235
11
87
213
3,482
Amortisation and impairment
At 1 January 2025
1,913
(959)
173
11
49
128
1,315
Amortisation charged for the year
498
(234)
40
1
11
56
372
Disposals
(925)
(102)
(5)
(1,032)
At 31 December 2025
1,486
(1,193)
111
7
60
184
655
Carrying amount
At 31 December 2025
3,871
(1,228)
124
4
27
29
2,827
At 31 December 2024
5,021
(1,462)
125
12
38
85
3,819
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
More information on impairment movements in the year is given in note 14.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 35
16
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2025
691
794
1,216
470
15
23
3,209
Additions
60
151
69
280
Disposals
(352)
(18)
(259)
(15)
(9)
(653)
At 31 December 2025
691
502
1,349
280
14
2,836
Depreciation and impairment
At 1 January 2025
71
253
633
355
5
12
1,329
Depreciation charged in the year
11
128
130
80
4
6
359
Eliminated in respect of disposals
(352)
(14)
(259)
(9)
(4)
(638)
At 31 December 2025
82
29
749
176
14
1,050
Carrying amount
At 31 December 2025
609
473
600
104
1,786
At 31 December 2024
620
541
583
115
10
11
1,880
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
16
Tangible fixed assets
(Continued)
Page 36
The carrying value of land and buildings comprises:
Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Short leasehold
349
17
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Ideso Group Limited
1
Ordinary
86.00
-
Baldwin & Francis Limited
5
Ordinary
0
86.00
Allenwest Pioneer Limited
1
Ordinary
0
86.00
Allenwest Group Limited
3
Ordinary
0
86.00
Allenwest Wallacetown Limited (formerly Allenwest Limited)
3
Ordinary
0
86.00
Ampcontrol Rus
7
Ordinary
0
86.00
Pioneer Safety Group Limited
2
Ordinary
100.00
-
Ex-Tech Pioneer Limited
2
Ordinary
0
85.50
Ex-Tech Solutions SAS
8
Ordinary
0
85.50
Petrel Pioneer Limited
2
Ordinary
0
85.50
Petrel Limited
9
Ordinary
0
85.50
Pyropress (Propco) Limited
4
Ordinary
0
85.50
Pyropress Limited
4
Ordinary
0
85.50
Pyroban Group Limited
2
Ordinary
0
86.85
Pyroban Limited
2
Ordinary
0
86.85
Euro Access Limited
6
Ordinary
0
86.85
Registered office addresses (all UK unless otherwise indicated):
1
1 Mercer Street, Covent Garden, London, WC2H 9QJ
2
23 Dolphin Road, Shoreham-by-Sea, West Sussex, BN43 6PB
3
20 Monument Crescent, Prestwick, South Ayrshire, Scotland, KA9 2RQ
4
Bell Close Newnham Industrial Estate, Plympton, Plymouth England, PL7 4JH
5
Nottingham Road, Loughborough, Leicestershire, England, LE11 1EX
6
88 Harcourt Street, Dublin 2, D02 DK18, T23 X9R7, Ireland
7
34 Prospect Kuznetskstroevsky, Kemerovo, Russia
8
22 Impasse de la Volute, ZA Les Montagnes, 16430 Champniers
9
22 Fortnum Close, Birmingham, B33 0LB
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 37
18
Joint ventures
Details of joint ventures at 31 December 2025 are as follows:
Name of undertaking
Registered office
Interest
% Held
held
Direct
Indirect
Hunain Allenwest Electrical Limited
1
Ordinary
0
21.50
Ampcontrol France SARL
2
Ordinary
0
43.00
Registered office addresses (all UK unless otherwise indicated):
1 Wangfenggang Town, Xiejiaji District, Huainan City, Anhui Province
2 18 Rue de Gambetta, 95880, Enghien-les-Bains, France
19
Financial instruments
Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Carrying amount of financial assets
Debt instruments measured at amortised cost
10,179
28,773
-
-
Carrying amount of financial liabilities
Measured at amortised cost
(14,546)
(37,169)
-
-
20
Stocks
Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Raw materials and consumables
5,982
5,433
-
-
Work in progress
2,482
3,741
-
-
Finished goods and goods for resale
248
483
8,712
9,657
-
-
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 38
21
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
8,773
7,891
Corporation tax recoverable
161
Amounts owed by group undertakings
607
18,871
17,961
Other debtors
436
1,707
Prepayments and accrued income
4,213
5,034
14,190
14,632
18,871
17,961
Deferred tax asset (note 27)
9
13
14,199
14,645
18,871
17,961
Amounts falling due after more than one year:
Other debtors
330
330
Deferred tax asset (note 27)
66
91
396
421
-
-
Total debtors
14,595
15,066
18,871
17,961
Other debtors falling due in more than one year includes £330,000 (2024: £330,000) rental deposit held by Hargreaves Property Management in respect of future dilapidations of the leased real estate.
22
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£'000
£'000
£'000
£'000
Bank loans
24
11,761
811
11,761
811
Obligations under finance leases
25
8
8
Trade creditors
3,980
4,377
Amounts owed to group undertakings
4,455
3,858
4,600
4,028
Corporation tax payable
295
Other taxation and social security
482
420
Other creditors
2,735
5,594
Accruals and deferred income
3,175
4,076
73
157
26,596
19,439
16,434
4,996
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
22
Creditors: amounts falling due within one year
(Continued)
Page 39
Included in amounts due to group undertakings is £4,454,769 (2024: £3,858,379) due to Longacre Group Limited. This amount is secured by a fixed and floating charge over all the property and undertaking of the company with a Negative Pledge.
23
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
24
9,110
9,110
Obligations under finance leases
25
10
18
10
9,128
-
9,110
24
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Bank loans
11,761
9,921
11,761
9,921
Payable within one year
11,761
811
11,761
811
Payable after one year
9,110
9,110
Included within borrowings for the parent company and group are asset based lending agreements with Barclays PLC. The facilities are secured by way of a fixed and floating charge over the assets and undertakings of the group.
At 31 December 2025, the company was in breach of a covenant attached to its facility agreement with Barclays PLC. The breach arose because the adjusted leverage was in excess of the maximum level specified in the facility agreement. Under the terms of the agreement, the breach entitled the lender to demand immediate repayment of the loan. Consequently, the borrowing has been classified as falling due within one year.
25
Finance lease obligations
Group
Company
2025
2024
2025
2024
Amounts due:
£'000
£'000
£'000
£'000
Current liabilities
8
8
Non-current liabilities
10
18
18
26
-
-
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
25
Finance lease obligations
(Continued)
Page 40
Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Future minimum lease payments due under finance leases:
Within one year
8
8
In two to five years
10
18
18
26
-
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
26
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Warranty provisions
80
84
-
-
Dilapidation provisions
543
502
-
-
623
586
-
-
Movements on provisions:
Warranty provisions
Dilapidation provisions
Total
Group
£'000
£'000
£'000
At 1 January 2025
84
502
586
Additional provisions in the year
-
44
44
Utilisation of provision
(4)
(3)
(7)
At 31 December 2025
80
543
623
Warranty provisions
Warranty provisions are made for future warranty costs expected to arise on sales made during the financial year which are expected to be utilised within one year.
Dilapidation provision
The dilapidation provision expected to be utilised over a period of 1 to 13 years. The group has a number of property leases due to expire in 2027 which require that the property is made good on exit.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 41
27
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£'000
£'000
£'000
£'000
Accelerated capital allowances
14
11
45
104
Revaluations
-
-
30
-
14
11
75
104
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£'000
£'000
Asset at 1 January 2025
(93)
-
Charge to profit or loss
39
-
Transfer on disposal
(7)
-
Asset at 31 December 2025
(61)
-
The deferred tax asset set out above is expected to reverse in a period longer than 12 months and relates to the group utilisation of tax losses against future expected profits of the same period.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 42
28
Retirement benefit schemes
2025
2024
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
582
589
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
29
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of 1p each
100,000
100,000
1
1
2025
2024
2025
2024
Preference share capital
Number
Number
£'000
£'000
Issued and fully paid
Preference shares of £1000 each
100
100
100
100
Preference shares classified as equity
100
100
Total equity share capital
101
101
Ordinary shares
Ordinary shares are not redeemable and carry a right to one vote per share. The shares also carry a right to participate in a distribution, whether by way of income or as a capital distribution.
Preference shares
Preference shareholders had a right to a preferential return of capital or sale proceeds up to £550,150 (less any amounts received in preference dividends) in priority to all other shares in the company on a return of capital or on a sale or listing which has been paid. Consequently the preference shares have no further entitlement to any assets or proceeds any further dividends from the company.
On incorporation, the company issued Ordinary and Preference shares for cash.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 43
30
Disposals
Included in these financial statements are losses of £57,200 arising from the group's interest in Inspec Solutions Limited up to the date the company was disposed.
£'000
Cash and cash equivalents
61
Intangible assets
19
Property, plant and equipment
9
Trade and other receivables
978
Trade and other payables
(986)
Deferred tax
(5)
Plus: Net assets attributable to non-controlling interest
11
Plus: Goodwill disposed
652
739
Loss on disposal
(297)
Total consideration
442
Cash
155
Deferred consideration
287
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 44
31
Financial commitments, guarantees and contingent liabilities
In the prior year, Pioneer Ideso Holdings Limited was included in a cross guarantee, in favour of Arbuthnot Commercial Asset Based Lending Limited, between Pyroban Limited, Pyropress Limited, Pyropress (Propco) Limited, Baldwin & Francis Limited, Allenwest Limited, Allenwest Pioneer Limited, Allenwest Group Limited, Ideso Group Limited, Inspec Solutions Limited and Pioneer Ideso Holdings Limited. All of the parties had joint and several liability to Arbuthnot Commercial Asset Based Lending Limited. The total amount of liability in relation to the group companies named above under the agreement at 31 December 2025 was £nil (2024: £333).
At the balance sheet date, Pioneer Ideso Holdings Limited is included in a cross guarantee, in favour of Barclays PLC, between Pioneer Ideso Holdings Limited, Petrel Limited, Pyroban Group Limited, Pyropress (Propco) Limited, Ideso Group Limited, Allenwest Pioneer Limited, Allenwest Group Limited, Petrel Pioneer Limited, Pyroban Limited, Pyropress Limited, Allenwest Limited, Baldwin & Francis Limited, Inspec Solutions Limited, Pioneer Safety Group Limited. All of the parties have joint and several liability to Barclays PLC and the facility is secured by way of a fixed and floating charge over the assets and undertakings of all above named companies. The total amount of liability in Pioneer Ideso Holdings Limited in relation to the group companies named above under the agreement at 31 December 2025 was £11,759,835 (2024: £9,920,702).
32
Operating lease commitments
Lessee
Operating lease payments as shown in note 5 represent rentals payable by the group for properties, motor vehicles and office equipment.
Property leases are negotiated for an average of 10 years and rentals are fixed for an average of 5 years with an option to extend for a further 5 years at the prevailing market rate.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Within one year
805
981
-
-
Between two and five years
997
2,051
-
-
In over five years
-
191
-
-
1,802
3,089
-
-
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 45
33
Events after the reporting date
On 2 April 2026, Cognesense Holdings UK Limited acquired 100% of the share capital of Pioneer Safety Group Limited. Following the drag-along and tag-along rights principle, Cognesense Holdings UK Limited also acquired 100% of share capital of Pyroban Group Limited and its subsidiaries.
On 19 March 2026, the trade and assets of Allenwest Wallacetown Limited (formerly Allenwest Limited) were transferred into a newly incorporated limited company, Allenwest Limited (formerly Allenwest Prestwick Limited).
On 3 April 2026, BRUSH Group Limited acquired 100% of the share capital of Baldwin & Francis Limited and 100% of the share capital of Allenwest Limited (formally Allenwest Prestwick Limited).
The financial effect on disposal of these subsidiaries cannot be reliably estimated because completion accounts are not yet finalised at the date of authorisation and approval of the financial statements.
There are no further events after the balance sheet date that require disclosure.
34
Related party transactions
Transactions with related parties
During the period the group entered into the following transactions with related parties.
The group incurred management charges amounting to £105,929 (2024: £281,250) which were paid to Longacre Group Limited, the parent company.
At 31 December 2025, an amount of £nil (2024: £18,098) is due to Ampcontrol France. The company is related by virtue of common control.
The company has taken advantage of the exemption available in section 33 of FRS 102 whereby it has not disclosed transactions with any fellow wholly owned group undertaking.
All inter-company transactions and balances are eliminated on consolidation.
35
Controlling party
The immediate parent company is Longacre Group Limited, a limited company incorporated in England and Wales, which owns 90% of the issued share capital of the company. There is considered to be no ultimate controlling party.
Longacre Group Limited is the smallest and largest group to prepare consolidated financial statements which include these financial statements. Copies of the consolidated financial statements can be obtained from 1 Mercer Street, London, WC2H 9QJ.
Pioneer Ideso Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 46
36
Cash generated from/(absorbed by) group operations
2025
2024
£'000
£'000
Loss for the year after tax
(31)
(2,971)
Adjustments for:
Taxation (credited)/charged
(137)
158
Finance costs
1,406
568
Gain on disposal of tangible fixed assets
(6)
-
Loss on disposal of business
297
-
Fair value loss/(gain) on foreign exchange contracts
159
(40)
Amortisation and impairment of intangible assets
372
1,086
Depreciation and impairment of tangible fixed assets
359
341
Increase/(decrease) in provisions
37
(39)
Movements in working capital:
Decrease in stocks
945
912
Decrease in debtors
531
6,756
Decrease in creditors
(3,893)
(8,785)
Cash generated from/(absorbed by) operations
39
(2,014)
37
Analysis of changes in net debt - group
1 January 2025
Cash flows
Other non-cash changes
31 December 2025
£'000
£'000
£'000
£'000
Cash at bank and in hand
1,518
719
-
2,237
Borrowings excluding overdrafts
(9,921)
(2,174)
334
(11,761)
Obligations under finance leases
(26)
8
-
(18)
(8,429)
(1,447)
334
(9,542)
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