Company Registration No. 08425685 (England and Wales)
SGP HOLDINGS (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
SGP HOLDINGS (UK) LIMITED
COMPANY INFORMATION
Directors
P A Natar
J R Stobart
Company number
08425685
Registered office
2 Pentagon South
Barton Lane
Abingdon
Oxfordshire
OX14 3PZ
Auditor
TC Group
4 Office Village, Forder Way
Cygnet Park
Hampton
Peterborough
Cambridgeshire
United Kingdom
PE7 8GX
SGP HOLDINGS (UK) LIMITED
CONTENTS
Page
Company infomation
Strategic report
1 - 2
Directors' report
3 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 11
Group profit and loss
12
Group statement of comprehensive income
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 - 43
SGP HOLDINGS (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 November 2025.

Fair review of the business

The Directors are satisfied with the Group’s ongoing performance. A strong gardening season coupled with further organic growth increased sales by £11m to £96m, with profits up by £6.5m to £18m.

Trading at record levels in 2025 has positively impacted profits but also highlighted that capacity limitations may restrict further expansion. The Directors are therefore investing in expanding the Group’s infrastructure to facilitate future growth.

Principal risks and uncertainties

The following continue to be closely monitored and addressed as required:

1. Foreign Exchange rates.

2. Sea Freight fluctuations.

3. Inflationary pressures.

4. Supply chain disruptions.

Future trading may be more challenging given the USA/Iran conflict and the fact that the 2025 gardening season will not be as favourable as 2024. Nevertheless, the Company is in a strong financial position, well placed to weather headwinds.

Key performance indicators

The company's key financial and other performance indicators during the period were as follows:

Unit
2025
2024
Sales
£
96,165,917
84,918,060
Sales increase year on year
£
11,247,857
4,554,975
Sales per head
£000
525
491
Profit before interest and taxation
£
17,690,572
11,087,901
Stock turnover
Multiple
2.5
2.1
SGP HOLDINGS (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 2 -
Promoting the success of the company

The directors and shareholders have a legal responsibility under section 172 of the Companies Act 2006 to act in good faith whilst promoting the company’s success for the benefit of the company, its stakeholders and the wider garden products industry.

Company

The directors are committed to developing and delivering market leading products that innovate and help to grow the garden products market whilst being aware of and reducing the environmental impact of these activities. The key to delivering this commitment is to maintain strong relationships with customers, suppliers and employees around the globe.

Customers

Smart Garden Products strives to provide market leading products and service levels despite the impacts of world events and the wider economy. The directors are constantly seeking to improve service levels by investing in infrastructure, branding, merchandising materials, inventory, operating systems and, last but not least, a team of dedicated employees focussed on delivering and improving the customer experience.

Suppliers

The company has always recognised the importance of its supply chain given that a large percentage of its products are seasonal in nature with extended lead times.

Employees

The company's most valuable asset is its relationship with its employees. The directors have endeavoured to maintain a flexible approach to working hours and working location and to engender a collective 'can-do' approach to meeting the needs of customer s and the wider business.

Community & Environment

The company is proud of its continued support of the Greenfingers charity and Colegrave Seabrook foundation as well as its support of local charitable organisations and community activities. The directors continue to review the environmental impact of the company's products and packaging which has recently been recognised by winning a Garden Industry Manufacturers Association award.

On behalf of the board

P A Natar
Director
24 August 2026
SGP HOLDINGS (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 30 November 2025.

Principal activities

The principal activity of the company and group continued to be that of the development, design and supply of garden products.

Branches

Office:

Smart Garden Products Ltd

9, rue de Condé

33064 Bordeaux Cedex

France

Showroom:

Smart Garden Products Ltd

20 Allee de Chateau Blanc

Batiment D

59290, Wasquehal

Lille

France

Results and dividends

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £7,000,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

P A Natar
J R Stobart
Future developments

The company continues to develop market leading products and extend its ranges and customer base, in March 2026 we opened a new warehouse and showroom facility in Peterborough to support our planned growth and provide a dedicated Christmas showroom.

SGP HOLDINGS (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 4 -
Energy and carbon report

The following figures represent the UK operations of SGP Holdings (UK) Ltd group for the year to 30th November 2025. They have been calculated by collating expense data and converting the collated data to kWh and CO2e using the UK Government Greenhouse Gas (GHG) Conversion Factors for 2023.

2025
2024
kWh
CO2e
kWh
CO2e
Transport - Transport of products
486,382
118,731
307,276
73,445
Transport - Other
145,141
33,121
198,549
45,957
Gas
150,244
29,123
152,544
30,306
Electricity
668,892
138,494
639,000
132,305
Total
1,450,659
319,469
1,297,369
282,013
Intensity Ratio (per square foot of office and warehouse space)
5.02
1.10
4.48
0.97

The company has, during 2025, increased its fleet of delivery vehicles which allow the company to make own deliveries to customers. This has led to us declaring increased emission data for operations which have not been reported in the same regard as we previously contracted out a higher number of deliveries to hauliers. The following figures exclude the emissions emitted during these operations.

2025
2024
kWh
CO2e
kWh
CO2e
Transport - Other
145,141
33,121
198,549
45,957
Gas
150,244
29,123
152,544
30,306
Electricity
668,892
138,494
639,000
132,305
Total
964,277
200,739
990,093
208,568
Intensity Ratio (per square foot of office and warehouse space)
3.33
0.69
3.42
0.72

As a company we remain committed to improving our energy efficiency and thus reducing the greenhouse gases emitted from our operations. Over the past twelve months we have continued to move towards a more environmentally friendly fleet of company cars, increasing the number of fully electric and hybrid electric vehicles to replace older petrol and diesel vehicles.

Our project to install solar panels at our sites continues to have been held back by formal approvals from regional DNO’s. We hope to make progress with this project in 2026.

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.

SGP HOLDINGS (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 5 -
On behalf of the board
P A Natar
Director
24 August 2026
SGP HOLDINGS (UK) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 6 -

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 elected to prepare the 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 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

SGP HOLDINGS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SGP HOLDINGS (UK) LIMITED
- 7 -
Opinion

We have audited the financial statements of SGP Holdings (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the group profit and loss account, 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 30 November 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 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.

SGP HOLDINGS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SGP HOLDINGS (UK) LIMITED
- 8 -

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.

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' r eport 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 its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and the directors' r eport.

We have nothing to report in respect of the following matters where 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' r esponsibilities s tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

SGP HOLDINGS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SGP HOLDINGS (UK) LIMITED
- 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to 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; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

SGP HOLDINGS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SGP HOLDINGS (UK) LIMITED
- 10 -

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

SGP HOLDINGS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SGP HOLDINGS (UK) LIMITED
- 11 -

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

John Grant (Senior Statutory Auditor)
For and on behalf of TC Group
24 August 2026
Office: Peterborough
SGP HOLDINGS (UK) LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 12 -
2025
2024
Notes
£
£
Turnover
2
96,165,917
84,918,060
Cost of sales
(56,884,604)
(53,439,125)
Gross profit
39,281,313
31,478,935
Distribution costs
(5,640,793)
(5,387,843)
Administrative expenses
(15,949,948)
(15,003,191)
Operating profit
3
17,690,572
11,087,901
Interest receivable and similar income
7
608,496
694,647
Interest payable and similar expenses
8
(7,875)
(52,580)
Profit before taxation
18,291,193
11,729,968
Tax on profit
9
(4,634,236)
(3,196,343)
Profit for the financial year
13,656,957
8,533,625
Profit for the financial year is all attributable to the owners of the parent company.
SGP HOLDINGS (UK) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 13 -
2025
2024
£
£
Profit for the year
13,656,957
8,533,625
Other comprehensive income
Cash flow hedges (loss)/gain arising in the year
(899,866)
761,682
Total comprehensive income for the year
12,757,091
9,295,307
Total comprehensive income for the year is all attributable to the owners of the parent company.
SGP HOLDINGS (UK) LIMITED
GROUP BALANCE SHEET
AS AT
30 NOVEMBER 2025
30 November 2025
- 14 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
11
711,994
810,135
Tangible assets
12
1,847,876
1,739,673
2,559,870
2,549,808
Current assets
Stocks
16
21,506,426
22,581,561
Debtors
17
19,966,466
18,352,014
Cash at bank and in hand
21,865,787
16,116,442
63,338,679
57,050,017
Creditors: amounts falling due within one year
18
(24,659,458)
(23,874,321)
Net current assets
38,679,221
33,175,696
Total assets less current liabilities
41,239,091
35,725,504
Creditors: amounts falling due after more than one year
19
(3,515)
(23,132)
Provisions for liabilities
Provisions
22
377,000
375,000
Deferred tax liability
23
299,463
525,350
(676,463)
(900,350)
Net assets
40,559,113
34,802,022
Capital and reserves
Called up share capital
25
4,000,000
4,000,000
Hedging reserve
(51,101)
848,765
Profit and loss reserves
36,610,214
29,953,257
Total equity
40,559,113
34,802,022
SGP HOLDINGS (UK) LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
30 NOVEMBER 2025
30 November 2025
- 15 -
The financial statements were approved by the board of directors and authorised for issue on 24 August 2026 and are signed on its behalf by:
24 August 2026
P A Natar
Director
SGP HOLDINGS (UK) LIMITED
COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2025
30 November 2025
- 16 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
5,041,367
5,041,367
Current assets
Cash at bank and in hand
115
119
Creditors: amounts falling due within one year
18
(952,379)
(952,383)
Net current liabilities
(952,264)
(952,264)
Net assets
4,089,103
4,089,103
Capital and reserves
Called up share capital
25
4,000,000
4,000,000
Profit and loss reserves
89,103
89,103
Total equity
4,089,103
4,089,103

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £7,000,000 (2024 - £7,000,000 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 24 August 2026 and are signed on its behalf by:
24 August 2026
P A Natar
Director
Company Registration No. 08425685
SGP HOLDINGS (UK) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 17 -
Share capital
Hedging reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2023
4,000,000
87,083
28,419,632
32,506,715
Year ended 30 November 2024:
Profit for the year
-
-
8,533,625
8,533,625
Other comprehensive income:
Cash flow hedges gains arising in the period
-
761,682
-
761,682
Total comprehensive income for the year
-
761,682
8,533,625
9,295,307
Dividends
10
-
-
(7,000,000)
(7,000,000)
Balance at 30 November 2024
4,000,000
848,765
29,953,257
34,802,022
Year ended 30 November 2025:
Profit for the year
-
-
13,656,957
13,656,957
Other comprehensive income:
Cash flow hedges gains arising in the year
-
(899,866)
-
(899,866)
Total comprehensive income for the year
-
(899,866)
13,656,957
12,757,091
Dividends
10
-
-
(7,000,000)
(7,000,000)
Balance at 30 November 2025
4,000,000
(51,101)
36,610,214
40,559,113
SGP HOLDINGS (UK) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 18 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 December 2023
4,000,000
89,103
4,089,103
Year ended 30 November 2024:
Profit and total comprehensive income for the year
-
7,000,000
7,000,000
Dividends
10
-
(7,000,000)
(7,000,000)
Balance at 30 November 2024
4,000,000
89,103
4,089,103
Year ended 30 November 2025:
Profit and total comprehensive income for the year
-
7,000,000
7,000,000
Dividends
10
-
(7,000,000)
(7,000,000)
Balance at 30 November 2025
4,000,000
89,103
4,089,103
SGP HOLDINGS (UK) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 19 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
17,544,612
10,058,815
Interest paid
(7,875)
(52,580)
Income taxes paid
(3,732,267)
(2,543,441)
Net cash inflow from operating activities
13,804,470
7,462,794
Investing activities
Purchase of tangible fixed assets
(827,841)
(994,174)
Proceeds on disposal of tangible fixed assets
142,606
155,751
Movement in cashflow hedging instrument
(899,866)
761,682
Interest received
608,496
694,647
Net cash (used in)/generated from investing activities
(976,605)
617,906
Financing activities
Payment of finance leases obligations
(76,359)
(231,028)
Dividends paid to equity shareholders
(7,000,000)
(7,000,000)
Net cash used in financing activities
(7,076,359)
(7,231,028)
Net increase in cash and cash equivalents
5,751,506
849,672
Cash and cash equivalents at beginning of year
16,114,281
15,264,609
Cash and cash equivalents at end of year
21,865,787
16,114,281
Relating to:
Cash at bank and in hand
21,865,787
16,116,442
Bank overdrafts included in creditors payable within one year
-
(2,161)
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 20 -
1
Accounting policies
Company information

SGP Holdings (UK) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2 Pentagon South, Barton Lane, Abingdon, Oxfordshire, OX14 3PZ.

The group consists of SGP Holdings (UK) Limited and all of its subsidiaries.

1.1
Accounting convention

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 currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, with the exception of forward contracts for foreign currency that are recognised at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.2
Business combinations

In the parent company financial statements, t he 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. I nvestments 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 SGP Holdings (UK) 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 30 November 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 g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 22 -

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received 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 entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of 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. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 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.

1.7
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.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 23 -

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:

Plant and equipment
10-33% on cost
Fixtures and fittings
20-33% on cost
Computers
20-33% on cost
Motor vehicles
20-25% on cost

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.

1.8
Fixed asset investments

Equity in vest ments 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.

I n 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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 24 -
1.9
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.

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.

1.10
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.

1.11
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.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 25 -
1.12
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 m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 26 -
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 paymen ts 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
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.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 27 -
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.

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.

1.15
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 i s 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.

1.16
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.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 28 -
1.18
Leases

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 lease d asset are consumed.

1.19
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.

1.20

Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year, However, the nature of estimation means that actual outcomes differ from those estimates. the following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stocks

Stocks carry an inherent risk factor relating to obsolescence, returns and warranties. Directors have provided for impairment over the year end stock balance based on historical data and/or anticipated future effects based on the most relevant reliable information available to them.

Fair value of hedging instruments

The basis for determining the value of hedging instruments at the year end is taken from external valuations provided that are then reviewed by the directors to ensure they are reasonable.

Display stands

Display stands which are purchased for use by customers at their premises are written off to the profit and loss account at the time of issue as any residual value remaining at the point that the customer assumes all of the risks and rewards is considered to be negligible.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 29 -
2
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
UK
80,036,299
70,329,798
Europe
16,129,618
14,588,262
96,165,917
84,918,060
3
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
654,309
501,755
Depreciation of tangible fixed assets held under finance leases
65,329
98,779
Profit on disposal of tangible fixed assets
(142,606)
(155,751)
Amortisation of intangible assets
98,141
98,141
Operating lease charges
2,031,157
1,816,341
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
27,300
25,250
For other services
Other taxation services
1,500
1,500
Accounts preparation services
1,500
1,500
Payroll services
19,711
19,639
22,711
22,639
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 30 -
5
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
Management
7
10
-
-
Sales, Administration & Warehouse operations
143
133
-
-
Overseas Offices
33
30
-
-
Total
183
173
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
7,657,389
6,930,603
-
0
-
0
Social security costs
664,669
749,035
-
-
Pension costs
201,811
323,771
-
0
-
0
8,523,869
8,003,409
-
0
-
0
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
205,000
240,933
Company pension contributions to defined contribution schemes
6,000
13,368
211,000
254,301
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
6
Directors' remuneration
(Continued)
- 31 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
129,000
129,583
Company pension contributions to defined contribution schemes
6,000
1,368
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
608,496
694,647
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
1,100
25,727
Interest on finance leases and hire purchase contracts
8,227
9,625
Other interest
(1,452)
17,228
Total finance costs
7,875
52,580
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
4,431,511
2,852,342
Adjustments in respect of prior periods
-
0
(175,901)
Total UK current tax
4,431,511
2,676,441
Foreign current tax on profits for the current period
128,657
-
0
Adjustments in foreign tax in respect of prior periods
-
0
418,115
Total current tax
4,560,168
3,094,556
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
9
Taxation
2025
2024
£
£
(Continued)
- 32 -
Deferred tax
Origination and reversal of timing differences
74,068
101,787
Total tax charge
4,634,236
3,196,343

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
18,291,193
11,729,968
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
4,572,798
2,932,492
Tax effect of expenses that are not deductible in determining taxable profit
28,464
23,014
Permanent capital allowances in excess of depreciation
8,439
(25,912)
Amortisation on assets not qualifying for tax allowances
24,535
24,535
Under/(over) provided in prior years
-
0
242,214
Taxation charge
4,634,236
3,196,343
10
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
7,000,000
7,000,000
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 33 -
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 December 2024 and 30 November 2025
2,062,819
Amortisation and impairment
At 1 December 2024
1,252,684
Amortisation charged for the year
98,141
At 30 November 2025
1,350,825
Carrying amount
At 30 November 2025
711,994
At 30 November 2024
810,135
The company had no intangible fixed assets at 30 November 2025 or 30 November 2024.
12
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 December 2024
1,794,696
1,228,111
883,922
1,084,473
4,991,202
Additions
336,748
-
0
88,349
402,744
827,841
Disposals
-
0
-
0
-
0
(325,637)
(325,637)
At 30 November 2025
2,131,444
1,228,111
972,271
1,161,580
5,493,406
Depreciation and impairment
At 1 December 2024
1,117,519
952,078
709,335
472,597
3,251,529
Depreciation charged in the year
237,824
99,862
77,010
304,942
719,638
Eliminated in respect of disposals
-
0
-
0
-
0
(325,637)
(325,637)
At 30 November 2025
1,355,343
1,051,940
786,345
451,902
3,645,530
Carrying amount
At 30 November 2025
776,101
176,171
185,926
709,678
1,847,876
At 30 November 2024
677,177
276,033
174,587
611,876
1,739,673
The company had no tangible fixed assets at 30 November 2025 or 30 November 2024.
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
12
Tangible fixed assets
(Continued)
- 34 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Plant and equipment
20,220
68,007
-
0
-
0
Motor vehicles
5,847
51,134
-
0
-
0
26,067
119,141
-
-

The total net book value of the group's tangible fixed assets was pledged as security over the group's loans and borrowings at the end of the current and prior year.

13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
5,041,367
5,041,367
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 December 2024 and 30 November 2025
5,041,367
Carrying amount
At 30 November 2025
5,041,367
At 30 November 2024
5,041,367
14
Subsidiaries

Details of the company's subsidiaries at 30 November 2025 are as follows:

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
14
Subsidiaries
(Continued)
- 35 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Smart Garden Products Limited
2 Pentagon South, Barton Lane, Abingdon, Oxfordshire, OX14 3PZ
Ordinary
100.00
Smart Solar Limited
2 Pentagon South, Barton Lane, Abingdon, Oxfordshire, OX14 3PZ
Ordinary
100.00

Subsidiary undertakings

Smart Garden Products Limited

The principal activity of Smart Garden Products Limited is the design and sale of solar and battery powered lighting and garden decor products.

Smart Solar Limited

The principal activity of Smart Solar Limited is dormant.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 36 -
15
Financial instruments
Group
Financial assets measured at fair value

Hedge of forward exchange contracts

During the year, to hedge the potential volatility in future exchange rates on which the group bases its pricing policy, the group entered into various forward currency exchange contracts.

These derivatives are accounted for as a currency hedge of forward cash flows, in accordance with FRS 102 and had a fair value of £68,135 financial liability (2024 - £1,131,687 financial asset) at the balance sheet date.

The cashflow arising from the forward currency contracts will continue until their maturity within 12 months of the balance sheet date. The change in fair value in the period was £1,199,821 with the movement recognised in other comprehensive income as the contracts were deemed to be 100% effective hedges. A deferred tax asset has been recognised of £17,034 (2024 - £282,922 deferred tax liability) with the movement recognised in other comprehensive income. The net movement in other comprehensive income in the period was £899,866.

16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
as restated
Stock on hand
12,172,060
13,623,804
-
-
Stock in transit
9,334,366
8,957,567
-
-
21,506,426
22,581,561
-
-

The amount of impairment loss included in profit or loss is £377,812 (2024 - £829,139).

The carrying amount of stocks pledged as security for liabilities amount to £21,506,426 (2024 - £22,581,561).

17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
as restated
Trade debtors
18,591,000
15,948,018
-
0
-
0
Other debtors
30,763
1,150,547
-
0
-
0
Prepayments and accrued income
1,344,703
1,253,449
-
0
-
0
19,966,466
18,352,014
-
-
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
17
Debtors
(Continued)
- 37 -

At the year end date, the total impairment included in debtors was £233,219 (2024 - £247,691).

18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
as restated
Bank loans and overdrafts
20
-
0
2,161
-
0
-
0
Obligations under finance leases
21
23,987
80,729
-
0
-
0
Trade creditors
10,442,331
10,739,810
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
951,379
951,383
Corporation tax payable
2,500,997
1,373,141
-
0
-
0
Other taxation and social security
2,304,143
2,187,922
-
-
0
Other creditors
428,825
401,870
-
0
-
0
Accruals and deferred income
8,959,175
9,088,688
1,000
1,000
24,659,458
23,874,321
952,379
952,383
19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
21
3,515
23,132
-
0
-
0
20
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank overdrafts
-
0
2,161
-
0
-
0
Payable within one year
-
0
2,161
-
0
-
0
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
20
Loans and overdrafts
(Continued)
- 38 -

Bank overdrafts totalling £nil (2024 - £2,161) were secured at the balance sheet date. Security over these amounts is held by way of a fixed and floating charge created on 5 January 2004 over all property and assets of the group. There is a further charge over contract monies dated 22 January 2013.

The group has a composite company unlimited multilateral guarantee dated 16 April 2013 given by the parent company, Smart Garden Products Limited and Smart Solar Limited. The group's bankers hold a group set-off between all members.

21
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
23,987
80,729
-
0
-
0
In two to five years
3,515
23,132
-
0
-
0
27,502
103,861
-
-

Finance lease liabilities are secured against the assets to which they relate.

22
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Warranty provision
377,000
375,000
-
-
Movements on provisions:
Group
£
At 1 December 2024
375,000
Other movements
2,000
At 30 November 2025
377,000
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 39 -
23
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
316,496
242,428
Revaluations of cash flow hedges
(17,033)
282,922
299,463
525,350
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 December 2024
525,350
-
Charge to profit or loss
74,068
-
Credit to other comprehensive income
(299,955)
-
Liability at 30 November 2025
299,463
-

The deferred tax liability set out above relates to accelerated capital allowances that are expected to mature within the same period.

24
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
201,811
323,771

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.

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 40 -
25
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
3,320,000
3,320,000
3,320,000
3,320,000
Ordinary B shares of £1 each
680,000
680,000
680,000
680,000
4,000,000
4,000,000
4,000,000
4,000,000
26
Operating lease commitments
Lessee

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
£
£
£
£
Within one year
1,931,048
1,860,962
-
-
Between two and five years
5,700,000
5,632,031
-
-
In over five years
4,933,333
6,533,333
-
-
12,564,381
14,026,326
-
-

The amount of non-cancellable lease payments recognised as an expense during the period was £2,001,532 (2024 - £1,922,074).

27
Related party transactions
Group
Remuneration of key management personnel

During the year key management received remuneration of £1,673,645 (2024 - £1,193,382).

During the year the group repaid loans to key management totalling £nil (2024 - £nil). The balance due to key management at the year end was £nil (2024 - £nil).

Transactions with entities with joint control or significant interest

During the year the group made purchases and paid rent to entities with joint control or significant influence totalling £2,405,937 (2024 - £2,124,248). At the year end the balance due from entities with joint control or significant influence was £nil (2024- £nil).

Company
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
27
Related party transactions
(Continued)
- 41 -
Summary of transactions with key management

In the opinion of the directors, there was no key management compensation other than that shown in directors' remuneration.

During the year the group repaid loans to key management totalling £nil (2024 - £nil). The balance due to key management at the year end was £nil (2024 - £nil).

28
Controlling party

SGP Holdings (UK) Limited is the ultimate holding company. The ultimate controlling party is PA Natar by virtue of his majority shareholding.

29
Reserves

Group

Called up share capital

This represents the nominal value of shares that have been issued prior to the balance sheet date.

Share premium reserve

This represents the total amount paid for share capital in excess of its nominal value.

Cash flow hedging reserve

This reserve includes cumulative gains and/or losses on cash flow hedges held at the balance sheet date.

Profit and loss account

This includes all current and prior period retained profits and losses at the balance sheet date, exclusive of any cumulative cash flow hedging gains and/or losses

Company

Called up share capital

This represents the nominal value of shares that have been issued prior to the balance sheet date.

Profit and loss account

This includes all current and prior period retained profits and losses at the balance sheet date, exclusive of any cumulative cash flow hedging gains and/or losses

SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 42 -
30
Cash generated from group operations
2025
2024
£
£
as restated
Profit for the year after tax
13,656,957
8,533,625
Adjustments for:
Taxation charged
4,634,236
3,196,343
Finance costs
7,875
52,580
Investment income
(608,496)
(694,647)
Gain on disposal of tangible fixed assets
(142,606)
(155,751)
Amortisation and impairment of intangible assets
98,141
98,141
Depreciation and impairment of tangible fixed assets
719,638
600,534
Increase in provisions
2,000
45,000
Movements in working capital:
Decrease/(increase) in stocks
1,075,135
(9,765,136)
Increase in debtors
(1,614,452)
(2,648,892)
(Decrease)/increase in creditors
(283,816)
10,797,018
Cash generated from operations
17,544,612
10,058,815
31
Analysis of changes in net funds - group
1 December 2024
Cash flows
30 November 2025
£
£
£
Cash at bank and in hand
16,116,442
5,749,345
21,865,787
Bank overdrafts
(2,161)
2,161
-
0
16,114,281
5,751,506
21,865,787
Obligations under finance leases
(103,861)
76,359
(27,502)
16,010,420
5,827,865
21,838,285
SGP HOLDINGS (UK) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 43 -
32
Prior period adjustment

There has been two prior period adjustments in relation to the year ended 30 November 2024.

The first adjustment was to debit Stock £8,957,757 and credit Trade Creditors £8,957,757. This adjustment has no effect on profits available for distribution. The adjustment has been made to recognise Stock In Transit which had been omitted.

The second adjustment was to debit Trade Creditors £1,867,119 and credit Trade Debtors £1,867,119. This adjustment has no effect on profits available for distribution. The adjustment has been made to remove payments made in advance from Trade Debtors and to net off against the Trade Creditor balance in respect of the Stock In Transit.

In total these prior period adjustments have no effect on profits available for distribution.

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