Caseware UK (AP4) 2024.0.164 2024.0.164 2025-12-31Company 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, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company and group for that period. In preparing these financial statements, the directors are required to: The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company and 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 will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.The group is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. Applications for employment by disables persons are always considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of a member of staff becoming disabled, every effort is made to ensure that their employment with the group continues and the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability. The group is also committed to providing employees with information on matters of concern to them on a regular basis, so that the views of employees can be taken into account when making decisions that are likely to affect their interests. The group encourages the involvement of employees by means of regular updates issued by the board and senior management team on key company and group issues. financial information and other statistics, such as key performance indicators. Weekly surveys are also sent by the group to obtain employee feedback on issues within the group and the results of the feedback are scored in the Employee Net Promoter Score KPI.2025-12-312025-12-3100The sale, hire and maintenance of coffee, vending and water dispensing machines and associated consumable itemsboard0falsefalse2025-01-010falsefalse 10394479 2025-01-01 2025-12-31 10394479 2024-01-01 2024-12-31 10394479 2025-12-31 10394479 2024-12-31 10394479 2024-01-01 10394479 1 2025-01-01 2025-12-31 10394479 d:Director1 2025-01-01 2025-12-31 10394479 d:Director2 2025-01-01 2025-12-31 10394479 d:Director3 2025-01-01 2025-12-31 10394479 d:Director4 2025-01-01 2025-12-31 10394479 d:Director5 2025-01-01 2025-12-31 10394479 d:Director6 2025-01-01 2025-12-31 10394479 d:Director7 2025-01-01 2025-12-31 10394479 d:RegisteredOffice 2025-01-01 2025-12-31 10394479 c:Buildings 2025-01-01 2025-12-31 10394479 c:Buildings c:LongLeaseholdAssets 2025-01-01 2025-12-31 10394479 c:PlantMachinery 2025-01-01 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Registered number: 10394479









HOLYWELLS HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
HOLYWELLS HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
Angus Frederick Pooley 
Chloe Pooley 
Gavin William Pooley 
Janyce Pooley 
Jodie Pooley 
Matthew James Pooley 
Philip John Pooley 




Registered number
10394479



Registered office
Jackson House
86 Sandyhill Lane

Ipswich

IP3 0JA




Independent auditor
Grant Thornton UK LLP
Chartered Accountants & Statutory Auditor

Unit 7

Tollgate Business Park

Colchester

Essex

CO3 8AB





 
HOLYWELLS HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 16
Directors' Report
 
17 - 21
Independent Auditor's Report
 
22 - 26
Consolidated Statement of Comprehensive Income
 
27
Consolidated Balance Sheet
 
28 - 29
Company Balance Sheet
 
30
Consolidated Statement of Changes in Equity
 
31
Company Statement of Changes in Equity
 
32
Consolidated Statement of Cash Flows
 
33 - 34
Notes to the Financial Statements
 
35 - 62


 
HOLYWELLS HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their Strategic Report for Holywells Holdings Limited (the “group”) for the year ended 31 December 2025.

Principal activity
 
The principal activity of the group is the sale, hire and maintenance of coffee, vending and water dispensing machines and associated consumable items. The principal activity of the company is to act as a holding company supporting the activities of its subsidiary companies.

Business review and future objectives
 
The business is a leading provider of refreshments, offering a complete solution to its customers for equipment installation and ongoing maintenance, and providing consumable refreshment products to its customers in the United Kingdom and Ireland, through its subsidiary companies; Liquidline Limited and Liquidline Ireland Limited.

Recurring revenue continued to represent a significant proportion of group revenues, supporting long-term visibility and cashflow resilience. Customer retention levels remained strong throughout the year, supported by continued investment in service capability, engineering coverage and operational infrastructure. The group has had another successful year of operations, continuing to grow revenues through its ongoing commitment to delivering excellent service throughout the customer journey, alongside the successful integration and continued performance of acquisitions completed in 2025 and previous years. The group generated revenue of £53,066,439 against the prior year of £43,479,664; an increase of 22% during the year.

During 2025, the group further strengthened its refreshment offering with the Liquidline Limited in-year acquisition of City Vending Services Limited and HCC (Belfast) Limited.

The group focussed on key strategies with the overall aim to ensure previous year’s growth was maintained and built upon during the year. The key strategies included:
 
delivering excellent customer service, Customer Wow ethos;

valuing, developing and empowering our people;

continuous innovation and improvement of processes to deliver maximum efficiency and operational excellence;

sales growth including the benefit of in-year and previous acquisitions delivering synergies to the group with increased returns; and

focus on both equipment and consumables growth.
 
Within each strategic goal, a variety of objectives were outlined, communicated throughout the business and measured for success. 

The group strives to minimise equipment downtime whilst ensuring responsiveness to customer needs as quickly as possible, by offering sustainable, high quality, innovative solutions which is underpinned by a dedicated nation-wide engineering and sales team based in the United Kingdom and Ireland, who are fully trained and passionate about providing and delivering the best service possible to our customers.

For our people, the group is dedicated to creating a supportive atmosphere that encourages professional growth, personal wellbeing and collaboration. The group is committed to continually evaluating and improving its workplace culture and practices, investing in our peoples’ wellbeing to not only enhance their personal lives but also to drive overall business success. During 2025, the group invested in a number of initiatives to support our people including; enhancing our employee value proposition with the introduction of enhanced healthcare benefits, benchmarking of reward packages and ongoing review of employee incentives to remain competitive within the market.

 
Page 1

 
HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

The launch of the Watson Initiative further strengthened the group’s development strategy through three core programmes; supporting early careers and entry-level employee development, supporting leadership capability and management development; and providing ongoing learning opportunities to support long-term career growth and capability development. During the year, 105 new employees joined the business (excluding employees from acquisitions), 54 internal promotions were completed and 31 successful employee led recruitment referrals were achieved, reflecting strong engagement and internal advocacy across the organisation.

The commitment to our people motivates the group to uphold the highest standards of workplace excellence, and to live by our values, ensuring that we remain a leader in our industry and a champion for our people. The group is proud to have Liquidline achieve certification as a Great Place to Work, recognising our culture and commitment to creating an outstanding employee experience. During 2025, the group was ranked 67th in the UK Best Workplaces™ (Large Organisations category), alongside achieving 7th place in the Great Place to Work for Development™ rankings. 93% of employees stated Liquidline is a great place to work. These achievements reflect the group’s ongoing investment in workplace culture, employee wellbeing and career development. In the latest 2026 survey Liquidline was ranked 5th in the UK Best Workplaces™ (Large Organisations category), recognising our strive for continuous improvement.  

During 2025, the business further strengthened its Environmental, Social and Governance (ESG) credentials through investment in remanufacturing facilities within our workshop operation, enabling equipment refurbishment and extending product lifecycle capability. Refurbished equipment sales represented approximately 12% of total equipment sales during the year, contributing positively to both sustainability objectives and overall performance growth.

During 2025, the group through its subsidiary Holywells Properties Limited, completed the purchase of its head office premises, Jackson House for £2,993,985. The acquisition of the head office building reflects the group’s long-term strategic commitment to its operations, enhancing stability, supporting future growth, and strengthening its asset base while delivering greater control over occupancy costs and supporting long-term value creation. As part of the purchase, on 28th February 2025 the group repaid all loans existing on 31 December 2024 to Lloyds Bank. Holywells Properties Limited entered a term loan (asset secured) arrangement with Lloyds Bank plc for £2,345,118 on 27th February 2025. As part of the longer-term premises strategy, the group through its subsidiary Liquidline Limited, moved its warehousing and distribution operations back in-house, with an additional premise secured on a long-term lease, enabling improvements in goods dispatch times, increasing picking accuracy and enhancing the overall customer experience. This in turn, enabled Holywells Properties Limited to dispose of its former head office premise on 18th July 2025 for £1,000,000 and repay the outstanding term loan of £677,809, recognising a profit on disposal of £451,738.

Additional operational focus areas in 2025 included:

Improving parts stock turn;

Increasing engineer efficiency and utilisation;

Expanding refurbished machine programmes;

Strengthening weekend coverage to support growing customer requirements;

Maintaining strong customer service performance, including average response times of approximately 12 hours.

During 2025, the group, through its subsidiary Liquidline Limited, further strengthened its operational presence across Ireland through the acquisition of HCC (Belfast) Limited. Further investment was made into the Belfast facility, incorporating office space, warehousing, workshop facilities and a customer showroom. The investment significantly enhances the group’s ability to support existing customers and accelerate future growth opportunities for both Liquidline Limited and Liquidline Ireland Limited, for the benefit of customers across both Northern Ireland and the Republic of Ireland.

 
Page 2

 
HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

The group is delighted to continue to support Change Please, a charity in which 100% of the profits from selling coffee helps people who experience homelessness by training them to become baristas, supporting them with everything they need to turn their lives around such as a living wage job, a bank account, accommodation advice, training, therapy and onward employment opportunities. The Change Please Foundation is funded by grants, the donations it receives, and the profits generated by Liquidline. During 2025, through Change Please, Liquidline supported 14 people to be fully funded through a 12-week work experience and support programme and 36 months’ worth of fully funded living wage work experience.

Throughout the year, our employees contributed to a variety of charitable events; £14,871 funds raised for various charities in the UK and Ireland, food bank donations and through the group’s ongoing employee wellbeing partnership programme, our employees have planted 267 trees, cleared 19.1kg plastic from oceans, and provided 136,192 litres of clean water and 253 meals to those in need.

The group supports the work of The Grace Trust and Bacton Gospel Hall Trust with £240,000 of charitable donations made by Holywells Holdings Limited during the year. Both these organisations dedicate their work in different ways to making people’s lives better. The Bacton Gospel Hall Trust aims to share the Christian faith and values with the local community, serving not just as a venue but also a hub for various charitable activities. The Grace Trust provides grants to a wide range of charities, to support initiatives that benefits society in service to the Christian principles of care and compassion.
 
The operating profit for the financial year was £5,787,281 (2024: £4,293,145), an increase of 35% from 2024.

There are no planned changes to the activities of the group in the foreseeable future.

Liquidline Limited acquired the trade and assets of Drinklink Vending Services Limited on 20th March 2026, and signed heads of terms for the trade and asset purchase of Tapside Marketing Limited on 6th May 2026, further strengthening its coffee offering.

On 28 February 2026, Liquidline Limited transferred the trade and assets of its vending operations to a newly incorporated subsidiary, Liquidline Vending Limited. Subsequently, on 31 March 2026, the company disposed of its entire shareholding in Liquidline Vending Limited to 2468 Limited for consideration of £1,850,000, together with future contingent earnout consideration linked to future revenue performance. This divestment enables Liquidline Limited to focus on its core operations and strategic priorities.

Our performance in 2025
 
Across the year, the group has seen a 22increase in turnover to £53,066,439 from £43,479,664 in 2024. 

Gross profit increased by £3,471,402, a 19% increase to £21,463,906 from £17,992,504 in 2024. 

Administrative expenses increased by £2,549,315 to £16,286,745 from £13,737,430 in 2024. 

Profit before tax increased by £1,391,452 to £5,526,089 from £4,134,637 in 2024. 

Holywells Holdings Limited declared a dividend in the year of £1,182,453 to its shareholders. 

The group enjoyed enhanced performance in the year across all revenue streams. This growth was delivered through both in-year organic growth and acquisition growth; from prior year acquisitions and the in-year acquisition of City Vending Services Limited on 31st January 2025 and HCC (Belfast) Limited on 30th September 2025 by Liquidline Limited.

Page 3

 
HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Financial Position
 
Net current assets increased in 2025, with an increase of £2,510,560 in the year to £7,579,768 from £5,069,208 in 2024.
 
During the year, stock of finished goods and goods for resale increased by £890,993 to £6,666,689
 (2024: £5,775,696). Stock is purchased in advance in-line with demand planning for future customer requirements in accordance with supplier lead times.

Trade debtors increased to £6,150,919 at the end of the year
 (2024: £4,764,240), an increase of £1,386,679 / 29% during the year which is expected with the growth of the customer base and extended credit terms being sought on larger contracts. This demonstrates the good practices in collecting amounts falling due for payment, given the 22% increase in revenue during the year. To date, the group has had minimal experience and exposure to bad debt which has been achieved through effective credit control processes, daily review of exposure to credit risk and the management of debtors is a priority for the group and senior leadership team.

Trade creditors increased in the year by £487,203 to £3,123,183 
(2024: £2,635,980) which is expected given the growth of revenue and the subsequent increase in purchasing levels with the majority of suppliers offering 30-day payment terms for settlement.

Accruals and deferred income increased by £968,647 to £6,220,018
 (2024: £5,251,371), reflecting higher revenue and purchasing activity during the year as the business continued to scale. At the year end, accruals were £73,367 lower than the prior year, primarily driven by improvements in the supply chain and more efficient purchasing processes. Prepaid income from customers rose by £1,042,014, supported by increased revenue and growth in the rental customer base.

Capital Expenditure
 
During the year, the group invested £7,010,864 in tangible fixed assets (2024: £2,584,651), including £3,012,976 in freehold property and improvements, £654,356 in motor vehicles and £671,937 on property improvements. Rental assets in the group increased by £2,176,193 due to new customer rental contracts taken in the year, this includes the hive up of City Vending Services Limited and HCC (Belfast) Limited of rental assets £131,190.

The investment in the motor vehicles was supported by finance lease and hire purchase contracts, which are secured against the assets to which they relate. Obligations under finance lease and hire purchase contracts, increased by £22,673 in the year to £1,204,147 
(2024: £1,181,474)

Cash and Financing

Cash balances at 31 December 2025 were £3,717,820 (2024: £4,349,207) the decrease due to working capital funding movements during the year and funding of the head office premises by Holywells Properties Limited over the capital provided by the bank loan for the purchase.

During the year the group held business loan agreements with Lloyds Bank plc; the remaining liability at December 2025 of £3,333,563 
(2024: £646,911). The increase in funding is due to the purchase of the head office premises by Holywells Properties Limited and support to Liquidline Limited for acquisition funding.

At the year end the group has shareholders' funds of £13,702,426 
(2024: £10,783,051) including distributable profits of £12,156,977 (2024: £9,237,602). The directors therefore believe the group's position to be strong with current assets exceeding current liabilities by £7,579,768 (2024: £5,069,208) and consider that the business is in a good position to achieve its strategic aims in the coming year.

 
Page 4

 
HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Key Performance Indicators

The group uses a range of performance measures to monitor and manage performance effectively. These are both financial and non-financial and the most significant of these are key performance indicators (KPIs). The key financial performance indicators at a group level are turnover, gross profit and percentage margin, adjusted EBITDA (including percentage margin). The key non-financial indicators are the average staff numbers, net promotor score, employee net promotor score and Trust Pilot score. These KPIs indicate the volume of work the group has undertaken as well as the efficiency and profitability with which this work has been delivered.

Adjusted EBITDA has been calculated as normalised profit on ordinary activities before interest, tax, depreciation and amortisation. It is measured after adjusting for exceptional and non-recurring items, including gain/loss on disposal of assets. Depreciation has been adjusted to exclude depreciation charges on hire stock assets as these are considered a cost of sale item within the KPIs.

The primary key performance indicators are:

Financial Key Performance Indicators

2025

2024

£
£



Turnover
£53,066,439
£43,479,664
Gross Profit
£21,463,906
£17,992,504
Gross Profit Margin
40.4%
41.4%
Adjusted EBITDA - continuing operations
£6,366,382
£6,114,509
Adjusted EBITDA Margin
12.0%
14.1%

Non-Financial KPIs
 


Average Employee Numbers
331
255
Employee Net Promoter Score
26
32.7
Net Promoter Score
79.6
80.1
Trust Pilot Score
4.8
4.8

Our Business Strategy and Outlook

The board of directors have prepared and continued to evolve the group’s Business Plan during 2025, setting out the organisation’s growth aspirations and future strategic priorities. These are summarised below:

Collaboration: Working collaboratively with our customers, we continue to develop existing client services and offerings, extending our product range and adding value to customer relationships. Strengthen customer engagement through proactive customer coffee audits, investments in both the inhouse coffee team and Coffee Academies to create and enhance opportunities for customer training, collaboration and product innovation in the future.

Group Culture: Our values remain the foundation of our culture and form the basis for decision making across the group. The objectives within our People Strategy continue to drive a values-led behavioural culture, with focus on employee engagement, inclusion, wellbeing and professional development.

People: Our commitment to our people continues to drive the success of the group and our continual development of our Employee Value Proposition (“EVP”), to include benefits, reward packages and ongoing reviews of employee incentives will help us to remain competitive within the marketplace.

The group is committed to employee feedback, through regular employee engagement and Employee Net Promotor Score feedback initiatives, internal communication and succession planning to provide continuous insights and aid decision making. 

Page 5

 
HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

The group remains focused on becoming an Employer of Choice through continuous investment in employee engagement, development and wellbeing initiatives. Implementation and development of a Learning Management System (“LMS”) supports structured training, compliance and professional development across the group.

The group has developed of the Watson Initiative to further strengthen the group’s development strategy through:

supporting early careers,

provide ongoing learning opportunities to support long-term career growth and capabilities,

provide opportunities for career path development for our employees throughout the group.

Governance: Clear communication and collaborative working remain central to delivering smooth and efficient processes and objectives across the group. The senior management team continues to embed operational accountability, stable business practices and controlled systems throughout day-to-day operations.

Governance is also supported by continued investment in our systems and reporting infrastructure to strengthen governance, visibility and operational control.

Environmental, Social and Governance (ESG): The group continues to develop its ESG and sustainability strategy, working collaboratively with employees, suppliers and customers to identify opportunities for positive environmental and social impact.

The group has outlined a strategy to extend product lifecycle capability.

The group adheres to all relevant environmental regulations and continues to implement environmentally sustainable policies including recycling, waste reduction and operational efficiency improvements. Focus remains on reducing emissions, improving energy efficiency and supporting circular economy initiatives where practical.

Growth: Organically winning new business, reviewing tender opportunities, collaboration with customers to deliver a wider range of refreshment products, targeting national opportunities across the regions we serve. Consideration given to new acquisition opportunities to strengthen our service capability. Enhanced use of customer data and proactive engagement strategies designed to strengthen long term customer relationships, increase average customer spend and improve customer retention.

The launch of a new range of coffee machines in 2026, strengthens the group’s market proposition, providing a premium and aesthetically differentiated equipment offering within the group’s market.

Diversification: An agile approach to identify opportunities within new markets, product categories and customer sectors. Investment in research and development facilities at Jackson House, enhancing the organisation’s capability to innovate, develop new concepts and collaborate with manufacturing partners on future product and equipment development.

Value and Return: Improving efficiency across all areas of the business through smarter ways of working, operational optimisation and investment in systems and operational infrastructure.

Customer: Customer service and retention remain central to the group’s strategy. The group continues to drive a “Customer Wow” ethos across all operations, ensuring customer needs remain at the forefront of decision making and continuous improvement initiatives.

Strong management focus on customer Net Promoter Score (“NPS”) performance, supported through operational service improvements, proactive account management, coffee excellence initiatives and investment in training and customer engagement facilities.

Page 6

 
HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Technology: The group continues to embrace and invest in technology that drives innovation and operational efficiency to support both short- and long-term growth objectives. Investment priorities remain focused on improving business intelligence, reducing duplication of effort and providing scalable infrastructure to support future expansion.

IT Software: The ongoing development and implementation of the group’s ERP and wider IT software platforms; supporting streamlined processes, enhanced customer experience and improved operational reporting capability across the group.

The board of directors, senior management team and wider management teams remain fully committed to delivering the group’s strategic objectives and long-term business plan.

Principal risks and uncertainties

The group transparently manages all risks and continuously develops strategic plans to ensure long-term, sustainable growth.

The principal business risk acknowledged by the group is the impact of any reduced demand in the market for refreshments and the current volatility of green bean coffee pricing.

Changing consumer preferences, such as demand for ethical sourcing, sustainability, and premium products require ongoing investment and adaptation to manage this risk.

The group is exposed to fluctuations in green bean coffee prices, which are inherently volatile due to factors including weather conditions in key producing regions, global supply and demand dynamics, currency movements and market speculation. Price movements can be significant over short periods and may impact input costs and margins. The group manages this risk through a combination of pricing strategies, supplier relationships and partnerships, and where appropriate longer term supply contracts and contractual arrangements, to provide a degree of cost certainty. Therefore, the group is well positioned to manage this risk but given this is a global issue and green coffee pricing is structurally high volatile, the risks are not limited to the group and as such need to be managed accordingly over the next year. 

Climate change is affecting the coffee-growing regions through rising temperatures, unpredictable rainfall, and increased incidence of pests and disease, leading to volatile crop yields and supply shortages. This contributes to price volatility in global coffee markets, creating cost pressures for businesses that rely on stable input pricing. Additionally, there are supply chain risks, including geopolitical instability in producing countries, transportation disruptions, and increasing logistics costs. 

Finally, labour shortages and rising wages in both producing countries and local markets add further pressure, making cost control and operational efficiency critical for maintaining margins.

 
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HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

The management of the group and the delivery of the group’s strategy are subject to a number of risks which are detailed below alongside the mitigations that have been put in place.

Risk
Description
Mitigation
Global Coffee Price Increase
The global price of coffee beans remains a key risk for the business, with reliance upon global harvest and environmental factors increasing prices within our supply chain. 

The spot rate is exposed to price variations that occur within the index. 

The pricing is exposed to currency fluctuations affecting pricing.
A global risk affecting all suppliers which is being managed through supplier contracts, alternative product ranges, purchasing in advance, customer price rises in line with market conditions.
Supply Chain Lead Time
Working with global suppliers, lead times may be increased due to reasons outside of the group control, such as shipment time due to adverse weather conditions or other local factors.

The current situation with war in the Middle East could impact on the supply chain lead times and import costs.
The group has further strengthened operational resilience through investment in in-house warehousing and distribution facilities, enabling increased consumables stock holding, refurbishment capabilities and diversification of supply partners. 
Supply Chain
Inflationary cost pressures, lack of availability of key materials, risk of insolvency of our key suppliers resulting in issues for us fulfilling our contractual obligations, impacting our commercial offer and profitability. The current situation with global tariffs could impact on the supply chain.

The current situation with war in the Middle East could impact on the supply chain and risk of increased costs.
Our purchasing team works closely with our supply chain to mitigate any cost increases and / or pass these costs onto our customers if necessary. We are developing a broader supply chain to help mitigate the risk of product shortages and issues concerning delivery. We engage with our supply chain in discussions early to ensure desired timescales can be achieved. We have developed an in-house nationwide network of engineers who have the skills required to cover a wide range of equipment from multiple manufacturers.
Changing Consumer Preferences
Continual market evolution in the refreshment marketplace, linked to changing demands for new products, ethical sourcing, sustainable and premium products.
Proactive marketing strategy which seeks to identify appropriate profitable products for early marketplace introduction.
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HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Customer Tolerance for Price Rises
A residual risk remains as to the effect of price rises on customer spending regarding volume and quality of product.
Management of supplier contracts, alternative product range offering, contractual commitment to purchase.

Cost control and operational efficiency monitoring to ensure margin can be maintained without the need to increase prices unexpectedly.

Price rises to be modelled for impact on sensitivity.
People - Recruitment and Retention
Recruitment remains challenging across Liquidline Limited and Liquidline Ireland Limited. The cost-of-living crisis along with shortages in the UK and Ireland workforce is driving higher competition for salaries and benefits across all industries. All teams are facing challenges and pressures in relation to recruitment. The success and growth of the business is an additional risk.
This is a global risk affecting all sectors and job roles. Our People Strategy focuses on engagement, retention and inclusion objectives, succession planning, development and training to include in-house recruitment and deliver engagement. The group is mitigating these risks through an enhanced Employee Value Proposition (EVP), healthcare benefits, investment in learning and development, implementation of a Learning Management System (LMS), succession planning, employee engagement initiatives and continued focus on internal progression.
Climate Related Risk
Risk of transition to internal usage of lower carbon assets in terms of effect of change on policies, legal implications, technology and availability, market and reputation, alongside potential changes in consumer habits with a potential switch to lower carbon products influencing product range offering and therefore future supply chain.

Physical risk of climate change in the environment in which we work, our supply chain and the customers we serve.
The group continues to invest in circular economy initiatives, including equipment refurbishment and remanufacturing programmes, alongside ESG-focused supplier and coffee sourcing partnerships to support evolving customer expectations and sustainability objectives. 
Interest Rate Rise
Wider economic risk on interest rate rises arising from UK and Ireland economy, plus war in Ukraine and Middle East.
Maintenance of good business policies and practice in areas such as credit control and cashflow management. Investment of cash deposits to obtain a commercial rate of return.
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HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Currency Fluctuations
Coffee is typically traded in US dollars, so volatile USD currency fluctuation will impact margins for international buyers.
Maintenance of good business payment policies and cashflow management of foreign currency payments.

Hold multi-currency bank accounts to reduce frequent conversions. 

Maintain foreign currency hedging policy and strategies related to market risk and monitor USD/GBP regularly and adjust hedging levels. Respond to changes in line with exposure, such as longer-term forward hedging to build in margin buffers to pricing when volatility is high or hedge exposure gradually (e.g. 50% now, 25% later) rather than all at one to reduce the risk of unfavourable rate changes. 

Adjust pricing periodically to reflect exchange rate movements.
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HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Liquidity Risk
Ensure working capital funding levels are sufficient for the ongoing trade and future growth and investments required within the strategy
Regular monitoring of cash flow and key metrics to ensure obligations can be met as they fall due, allowing for early warning and timely intervention when appropriate.

Robust working capital controls to ensure sufficient short term funding headroom is available.

Active management of working capital to ensure cash requirements are met and cash conversion is optimised through receivables, payables and inventory management and controls.

Disciplined cash flow forecasting, by operating a rolling short-term cash flow forecast to provide early visibility of potential pressures.

Forecast to ensure obligations can be met without stress, even under adverse conditions and modelled with downside scenarios to provide early visibility of cash shortfall risks.

Access to funding and liquidity buffers by maintaining committed facilities, adequate cash reserves and active management of funding sources.

Availability of asset-based financing through loans with the bank or other funding partners.

Growth strategy is supported with the appropriate investment levels.
Bank Loan Agreement
Risk of financial covenant breach within the bank loan agreement resulting in immediate repayment of the loan to the bank.
Monitoring of financial covenants regularly in line with cash requirements, business projections, and cashflow forecasting. 

Maintain a good working relationship with our bank partner and proactive communication.
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HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Recession and Economic Conditions
Wider economic pressures arising from inflation, tariffs, foreign exchange volatility, global impact of war, and customer spending pressure. 

Continued energy and food price increases, driving inflation higher and resulting in weaker consumer disposable income and lower consumer confidence affecting our customers business creating a credit risk.

Credit risk associated with customer debtor balances.
Maintenance of good business policies and practice in areas such as credit control and cashflow management. 

Utilisation of an external credit rating agency and system.

Credit risk policy to outline risk appetite with appropriate internal controls regarding with approvals to increase credit. 

Monitoring of exchange rates and entering forward contracts if applicable.
Technology and ERP Transformation 
Ongoing implementation and development of ERP and integrated business systems may result in operational disruption, delayed delivery, data migration challenges or reduced productivity during transition periods. 
Formal project governance, phased implementation plans, enhanced testing, supplier support, employee training, change management processes and regular governance reviews are in place to minimise operational disruption and ensure business continuity.
Cyber Security and Data Protection 
Increased reliance on digital systems, cloud platforms and customer data increases exposure to cyber security threats, data breaches and operational disruption.
The group maintains cyber security controls including managed IT support, system access controls, employee awareness training, data backup procedures, software patching and cyber security monitoring to reduce operational and data risk exposure.


The directors and senior leadership team regularly reviews all risks to the business and continue to implement mitigation strategies with a view to reducing these risks to an acceptable level in line with the group’s risk appetite. The directors review forecasts and cashflows on a regular basis which anticipate changes in the market and external events which may affect the operations of the group. At the time of signing the accounts, we are seeing strong growth in our core business and anticipate a successful year ahead.

The directors currently do not believe the impact of the war in the Middle East and trade tariff uncertainty, despite global uncertainty will have an impact on the financial position of the group. There are a range of measures the directors can take to mitigate costs and supply chain disruption, should there be an impact upon the supply chain.

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HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Statement of how directors have complied with their duty to have regard to the matters in Section 172(1) Companies Act 2006 ‘Duty to promote the success of the group'

This statement sets out how the directors have approached and met their responsibilities under section 172 Companies Act 2006 and in particular how the directors have satisfied themselves that they have acted in good faith and in a way which is most likely to promote the success of the company for the benefit of its members as a whole, and in doing so having regard for stakeholders interests. 

As such, the board of directors have considered (amongst other matters):
 
the likely consequences of any decision in the long term;

the interests of the group’s employees;

the need to foster the group business relationships with suppliers, customers and others;

the impact of the group’s operations on the community and the environment;

the desirability of the group maintaining a reputation for high standards of business conduct; and

the need to act fairly as between members of the group.

In discharging our section 172 duties the directors have regarded the factors set out above, as well as other factors relevant to the decisions being made. The board acknowledges that every decision made will not necessarily result in a positive outcome for all stakeholders. By considering our purpose and values, together with our strategic priorities, the board aims to ensure that the decisions made are consistent and are intended to promote and deliver long term sustainable growth for the group.

The board recognises the important role that the group has to play in society and is committed to health and safety, public collaboration and stakeholders’ engagement. The board believes that the group will only succeed by working with customers, business partners, employees and other stakeholders. Working together is critical, particularly at a time when society, including businesses, governments and consumers, faces issues as complex and challenging as climate change and global trading.

The board holds regular board meetings to review the financial and operational performance of the group. This review includes key risks and opportunities, such as investments in new assets or acquisitions which includes presentations, proposals and business cases.

Our stakeholders

The group’s key stakeholders are:

The group’s ultimate beneficial owner, the shareholders.

Employees

Customers across the markets that we operate in. These are identified through the existing contracts in place for rental assets, maintenance agreements, key account management reviews which take place quarterly to highlight future needs, the use of the website as a sales pipeline tool and monitoring potential tenders for project installations.

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HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Other stakeholders are:

Our suppliers

Strategic partner organisations including our financing partner for customer lease finance of equipment

Charitable partners including Change Please as well as local charities 

Communities close to where we work who may be impacted economically or environmentally by our operations
 
Examples of how the directors have engaged with the company’s stakeholders regarding section 172 are detailed below:

Consequences of Decision Making in the Long Term – The assessment of Executive Management Reports including performance metrics and updates are provided regularly through established mechanisms, in order to facilitate the board’s informed decision-making process. 

The board considers the likely long-term benefits to the group when considering the deployment of capital in new business opportunities or making changes in our operational infrastructure, always acting in the group’s ultimate objective to deliver long term sustainable growth.

Employees – The board recognise that our employees are a key strength of the group and our biggest asset. Having a diverse group of people who bring a broad range of talent, perspective and experience and who feel engaged in their roles is of paramount importance to the group’s long-term success. In an ever-changing world, the board therefore strives to continually develop and maintain a suitable platform and an environment in which this can happen and develop a culture where employees feel valued, supported and included. Should any of our employees encounter difficulties of any kind in the workplace, there is a policy in place which can be used to raise any concerns without any repercussions against them. 

The board engages with employees via a variety of channels. Regular senior management team meetings take place whereby information can be freely exchanged, shared and cascaded down through individual teams or upwards from employees to board. In addition, monthly company-wide Huddle meetings have taken place, both virtually and in-person, where appropriate the board engages directly with all employees to communicate important messages. Professional and personal development of employees is viewed as fundamental to the continued success of the group and regular training is undertaken internally and with external suppliers to provide training as necessary. In addition, the membership of professional bodies and external qualifications is supported by the group.

Suppliers, Customers and Others – The board believes that every person has a right to decent and humane working conditions, and that protection of our environment must be a priority in our approach towards business. The group has established our supplier onboarding policy that clearly specifies the minimum working and environmental conditions that a supplier must meet prior to conducting business with the group or any of its subsidiaries.

Community and Environment – The board strives to increase responsible stewardship on a daily basis, from materials sourcing and throughout our supply chain. Together with our partners, the group has have made substantial progress towards reducing the quantity of packaging materials and increasing the quality of component materials. Examples of this are removing plastic content from our paper cups and moving a supply chain from Turkey to the UK resulting in a carbon footprint reduction for this product. 

In considering the impact of its operations on the environment, the group promotes returnable product programmes, such as the Brita filter cartridge scheme and our own refurbished equipment sales programme, supporting circular practices and contributing to a more sustainable future for stakeholders.
 
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HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

The group has established an ESG team, consisting of employees across the group to generate new ideas on how we can become more sustainable within our operations and to raise awareness within our industry and community. We actively contribute to help our community as thoughtfulness and passionate are two of the values we take the most pride in, showing our united support to many charities.

The group works with Change Please, a social enterprise aimed at tackling the homelessness crisis supporting those experiencing homelessness to become baristas to turn their lives around – a living wage job, accommodation advice, therapy, bank account and onward employment opportunities through sales of coffee consumables. 

The group supports the work of The Grace Trust and Bacton Gospel Hall Trust through charitable donations. Both these organisations dedicate their work in different ways to making people’s lives better and we are proud to offer our support. 

High Standards of Business Conduct – The board fully adheres to the group’s values which are designed to proactively promote ethical behaviour, protect the valued reputation of our group (including our directors, officers and employees) to support the group in operating as a good corporate citizen, displaying the highest standards of conduct and to continue to demonstrate that we can be successful, while maintaining our core values which have served us well over the years. This Code is a core part of our internal training, and the Code applies to all our directors, officers and employees.

Need to Act Fairly Between Company Members – The group strives for a sustainable and improving return for its shareholders. When there is a conflict of interest between members of the group, the directors will take a balanced view from both sides and take that into consideration before determining strategies and activities.

The group maintains a range of codes of conduct, policies and regulatory compliance procedures which are reviewed and updated regularly to ensure continued adherence across the group.

In terms of shareholder governance, the subsidiary companies report monthly to Holywells Holdings Limited including matters relating to business plans, performance updates and strategic risks and opportunities.

The shareholder strategy is for excess cash to be distributed as dividends whenever possible. Before dividend distributions are made or proposed, the board reviews management accounts and cash flow projections to consider the effect the distribution would have on the financial position of the group including its ability to pay debts as they fall due.

The group engages with our stakeholders via various channels including: 

Our board of directors, senior leadership and management teams engage regularly via monthly management information reports and monthly meetings that cover the overall health and aspirations of the business, regular board meetings as well as specific presentations when exceptional projects arise.

Customer and site visits to understand ongoing requirements and future needs of our clients.

Formal tendering processes conducted directly with customers or via an electronic procurement portal.

Direct contact with counterparts in customers organisations through the customer lifecycle.

Networking with the wider industry through events.

Sharing information via digital channels including company websites, internal systems and communication platforms, emails and social media.

Two-way internal communication across our employee base including monthly whole group company huddle meetings, regular newsletters, working groups and employee surveys to understand ENPS.

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HOLYWELLS HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

The board of directors

The board consists of representatives of all joint shareholders of the ultimate parent, Holywells Holdings Limited, who are also on the board of the subsidiary companies. The board of directors are supported in decision making by a senior leadership team.

The board of directors and senior leadership team are equipped with the skills and knowledge to manage the daily operational outputs and have the skills to provide clear and concise direction. 

There is an established monthly board meeting cycle to ensure appropriate time is allocated to matters relating to assurance and strategic planning, which follows the senior management team meeting. The senior leadership team has responsibility for providing assurance to the board of directors on matters such as operational and financial performance, KPIs, risk, audit and compliance.

On an annual basis the group annual business plan and budget are considered and approved, which is reviewed regularly and updated on a quarterly basis. 

The board is notified for approval of any expenditure over certain amounts, ranging from £10,000 upwards dependent upon the nature of the spend as outlined in the group Delegation of Authority.

Principal decisions

The group define principal decisions taken by the board as those decisions that are of a strategic nature and that are significant to any of our key stakeholder groups.
 
An example of principal decisions for Holywells Holdings Limited is as follows:

A full strategic review, in conjunction with shareholders, to review all operations and focus on those markets in which the group and individual subsidiary companies can excel.

Purchase of the group’s head office premises for the long-term success of the group and the interests of key stakeholders. Ownership of the property provides operational stability and cost certainty, reducing exposure to rental inflation and enhancing long-term financial resilience for shareholders. It also supports investment in a high-quality working environment for employees, fostering engagement and productivity. In addition, the purchase strengthens the group’s presence within its local community and provides a stable base from which to support future growth and customer service delivery. It will enable the group to take greater control of its working environment, supporting targeted investment in energy efficiency and sustainability initiatives, while also delivering long-term stability and value for stakeholders with the ability to sublet and generate additional rental revenues.


This report was approved by the board and signed on its behalf.



Gavin William Pooley
Director

Date: 30 June 2026

Page 16

 
HOLYWELLS HOLDINGS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Results and dividends

The profit for the year, after taxation, amounted to £4,147,494 (2024: £2,664,171).

During the year, the group paid dividends of £1,182,453 (2024: £1,078,148) to its shareholders.

Directors

The directors who served during the year, and up to the date of signing this report, were:

Angus Frederick Pooley 
Chloe Pooley 
Gavin William Pooley 
Janyce Pooley 
Jodie Pooley 
Matthew James Pooley 
Philip John Pooley 

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company and 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 will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Qualifying third party indemnity provisions

There are no qualifying third party indemnity provisions to be disclosed.

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HOLYWELLS HOLDINGS LIMITED
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

Financial risk management policies

The group's activities expose it to a variety of financial risks; interest rate risk; credit risk; and liquidity risk. The group's overall risk management strategy is to minimise the potential adverse effects of these risks on the group's performance in accordance with our risk appetite. 

Interest Rate Risk

The group's main source of turnover and cash flows are substantially independent of changes in market interest rates. The group has significant cash deposits which it seeks to obtain a commercial rate of return from, whilst not impacting liquidity. 

Credit Risk
 
Credit risk arises from cash and cash equivalents and deposits held by banks and financial institutions. Credit risk additionally arises in respect of amounts owed by the group's customers. Management uses past experience of customers, as well as reviewing other third-party information in respect to both new and existing customers, when assessing credit risk. 

Liquidity Risk

The group has significant cash reserves that give flexibility in managing liquidity risk. The group adopts a policy of investing these funds to balance obtaining the best commercial return against ensuring that the group has significant liquidity to enable it to meet its obligations as they fall due. 
 
Future developments

Future developments can be cross referenced to Our Business Strategy and Outlook paragraph in the Strategic Report.

Research and development activities

The group undertakes research and development activity to develop and enhance both systems, products and food technology.

Engagement with employees

The group is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status.

Applications for employment by disables persons are always considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of a member of staff becoming disabled, every effort is made to ensure that their employment with the group continues and the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.

The group is also committed to providing employees with information on matters of concern to them on a regular basis, so that the views of employees can be taken into account when making decisions that are likely to affect their interests. The group encourages the involvement of employees by means of regular updates issued by the board and senior management team on key company and group issues. financial information and other statistics, such as key performance indicators. Weekly surveys are also sent by the group to obtain employee feedback on issues within the group and the results of the feedback are scored in the Employee Net Promoter Score KPI.

Page 18

 
HOLYWELLS HOLDINGS LIMITED
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Engagement with suppliers, customers and others

See Section 172 statement on page 13.

Greenhouse gas emissions, energy consumption and energy efficiency action

The group is classed as large under the Companies Act 2006 for the first time as it exceeded the relevant qualifying thresholds and therefore falls under the scope of the Streamlined Energy and Carbon Reporting (SECR) requirements. The company, and it’s other subsidiaries except for Liquidline Limited, has consumed less than 40,000 kWh of energy during the year and is therefore exempt from the Streamlined Energy and Carbon Reporting requirements. Liquidline Limited’s energy use and carbon emissions are reported below without comparables as it is the first year. 

In line with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 our energy use and greenhouse gas (GHG) emissions are set out below.

The data relates to UK emissions for the 12-month period from 1 January 2025 to 31 December 2025.

Liquidline Ltd Energy Use and Associated Greenhouse Gas Emissions


Year ended-25
Total Energy consumption (kWh)
4,240,522
Emissions from combustion of gas (Scope 1) (tCO2e)
2.9
Emissions from transport (Scope 1) (tCO2e)
894.7
Emissions from purchased electricity (Scope 2) (tCO2e)
106.7
Emissions from business travel in employee-owned vehicles where the company is responsible for purchasing the fuel or electricity (Scope 3) (tCO2e)
35.9
Total gross emissions (tCO2e)
1,040.1
tCO2e per £m turnover
20.1


Quantification and Reporting Methodology:
The boundaries of this report are based on operational control. We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. Therefore, energy use and emissions are aligned with financial reporting for the UK subsidiaries and exclude the non-UK based subsidiaries that would not qualify under the 2018 Regulations in their own right. The 2025 UK Government GHG Conversion Factors for company Reporting published by the Department for Energy Security and Net Zero are used to convert energy use in our operations to emissions of CO2e. Carbon emission factors for purchased electricity calculated according to the ‘location-based grid average’ method. This reflects the average emission of the grid where the energy consumption occurs. Data sources include billing, invoices and internal systems. For transport data where actual usage data (e.g. litres) was unavailable conversions were made using average fuel consumption factors to estimate the usage. For the company fleet, a split between business vs personal travel was unavailable, therefore the total litres consumed by the fleet has been reported.

 
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HOLYWELLS HOLDINGS LIMITED
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action (continued)

Intensity Ratio:
We have chosen to report our gross emissions against £Million Turnover. The intensity metric for FYE-25 was 20.1 tCO2e per £m turnover.

Energy Efficiency Action:
In the period covered by the report Liquidline Limited has replaced lighting at the Jackson House site with LEDs and purchased more energy efficient heating oil. A new electric heat pump, panel heaters and overhead curtains have been installed at our Woolwich site.

Subsequent events

Within the group, on 1 January 2026 the trade and assets was transferred from a subsidiary of Liquidline Ltd, the Hot Coffee Company (Belfast) Ltd into its parent company, Liquidline Ltd, having been acquired by Liquidline Ltd on 30 September 2025.

On 28 February 2026, Liquidline Ltd transferred the trading activities of its vending division into a subsidiary company Liquidline Vending Ltd, 100% owned by Liquidline Ltd. 

On 20 March 2026, Liquidline Ltd acquired the trade and assets of Drinklink Vending Services Ltd for £395,000.

On 31 March 2026 Liquidline Vending Ltd was sold for a consideration of £1,850,000 plus additional consideration for working capital valuation at 31 March 2026. There is an additional consideration, the value of which is dependent upon future revenue performance for the 12 month period beginning on the day after completion and ending on 31 March 2027. 

The sale of Liquidline Vending Ltd is to enable Liquidline Ltd to focus on core operations.

On 6 May 2026, Liquidline Ltd signed heads of terms for the purchase of the trade and assets of Tapside Marketing Ltd for £160,000.

Disclosure of information to auditor

The directors confirm that:
 
so far as each director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

Auditor

The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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HOLYWELLS HOLDINGS LIMITED
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

This report was approved by the board and signed on its behalf.
 





Gavin William Pooley
Director

Date: 30 June 2026

Page 21

 

 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOLYWELLS HOLDINGS LIMITED

Opinion


We have audited the financial statements of Holywells Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheet, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion:


the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended; 

the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.



Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the group and the 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


We are responsible for concluding 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 and 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 report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company  to cease to continue as a going concern.

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's and the parent company's business model including effects arising from macro-economic uncertainties such as cost of inflation and the ongoing international conflicts, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concern period.
Page 22


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOLYWELLS HOLDINGS LIMITED (CONTINUED)

Conclusions relating to going concern (continued)

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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


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 ReportOur 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Page 23


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOLYWELLS HOLDINGS LIMITED (CONTINUED)

Matter on which we are required to report under the Companies Act 2006
 

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.


Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.



Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 17, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 24


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOLYWELLS HOLDINGS LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. 


Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: 

We obtained an understanding of the legal and regulatory frameworks that are applicable to the parent company and the group. We determined that the following laws and regulations are most significant: Companies Act 2006, Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements and those laws and regulations relating to the taxation laws;

We understood how the parent company and the group is complying with those legal and regulatory frameworks by making enquiries of management and the legal department. We corroborated our enquiries through our review of the board minutes;

We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud;

We assessed the susceptibility of the parent company and the group’s financial statements to material misstatement. Including how fraud might occur, by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls and through manipulation of accounting estimates. Audit procedures performed included:

Identifying and assessing the design and implementation of controls that management has in place to prevent and detect fraud;

Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;

Challenging assumptions and judgements made by management in its significant accounting estimates; and

Assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.

Page 25


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOLYWELLS HOLDINGS LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements (continued)

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

The engagement lead's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's: 

Understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;

Knowledge of the industry in which the client operates; and

Understanding of the legal and regulatory requirements specific to the group including the provisions of the applicable legislation, the regulators rules and related guidance, including guidance issued by relevant authorities that interprets those rules and the applicable statutory provisions.

We communicated relevant laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Use of 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 2006Our 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.




Archie Rwavazhinji
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory AuditorChartered Accountants
Colchester

30 June 2026
Page 26

 
HOLYWELLS HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
53,066,439
43,479,664

Cost of sales
  
(31,602,533)
(25,487,160)

Gross profit
  
21,463,906
17,992,504

Administrative expenses
  
(16,286,745)
(13,737,430)

Other operating income
 5 
610,120
38,071

Operating profit
 6 
5,787,281
4,293,145

Interest receivable and similar income
 10 
74,265
100,035

Interest payable and similar expenses
 11 
(335,457)
(258,543)

Profit before taxation
  
5,526,089
4,134,637

Tax on profit
 12 
(1,378,595)
(1,470,466)

Profit for the financial year
  
4,147,494
2,664,171

  

Currency translation differences
  
(45,666)
6,909

Other comprehensive income for the year
  
(45,666)
6,909

Total comprehensive income for the year
  
4,101,828
2,671,080

Profit for the year attributable to:
  

Owners of the parent company
  
4,147,494
2,664,171

There were no recognised gains and losses for 2025 or 2024 other than those included in the Consolidated Statement of Comprehensive Income.

There was other comprehensive income of £(45,666) for 2025 
(2024: £6,909).

The notes on pages 35 to 62 form part of these financial statements.

Page 27

 
HOLYWELLS HOLDINGS LIMITED
REGISTERED NUMBER:10394479

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
2,260,897
1,874,300

Tangible assets
 15 
9,918,308
6,304,257

Investments
  
-
116

  
12,179,205
8,178,673

Current assets
  

Stocks
 17 
6,666,689
5,775,696

Debtors: amounts falling due within one year
 18 
9,325,116
6,915,749

Cash at bank and in hand
 19 
3,717,820
4,349,207

  
19,709,625
17,040,652

Creditors: amounts falling due within one year
 20 
(12,129,857)
(11,971,444)

Net current assets
  
 
 
7,579,768
 
 
5,069,208

Total assets less current liabilities
  
19,758,973
13,247,881

Creditors: amounts falling due after more than one year
 21 
(4,247,753)
(955,028)

 
Provisions for liabilities
  

Deferred taxation
 24 
(863,457)
(658,625)

Other provisions
 25 
(945,337)
(851,177)

  
(1,808,794)
(1,509,802)

Net assets
  
13,702,426
10,783,051


Capital and reserves
  

Called up share capital 
 27 
19,623
19,623

Share premium account
 28 
1,525,826
1,525,826

Profit and loss account
 28 
12,156,977
9,237,602

Total equity
  
13,702,426
10,783,051


Page 28

 
HOLYWELLS HOLDINGS LIMITED
REGISTERED NUMBER:10394479
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Gavin William Pooley
Director

Date: 30 June 2026

The notes on pages 35 to 62 form part of these financial statements.

Page 29

 
HOLYWELLS HOLDINGS LIMITED
REGISTERED NUMBER:10394479

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments

 16 
2,185,629
1,871,054

Current assets
  

Debtors: amounts falling due within one year
 18 
3,939,516
1,411,097

Cash at bank and in hand
 19 
449,310
879,623

  
4,388,826
2,290,720

Creditors: amounts falling due within one year
 20 
(1,047,860)
(811,879)

Net current assets
  
 
 
3,340,966
 
 
1,478,841

Total assets less current liabilities
  
5,526,595
3,349,895

  

Creditors: amounts falling due after more than one year
 21 
(1,750,000)
-

Net assets
  
3,776,595
3,349,895


Capital and reserves
  

Called up share capital 
 27 
19,623
19,623

Share premium account
 28 
1,525,826
1,525,826

Profit and loss account
 28 
2,231,146
1,804,446

Total equity
  
3,776,595
3,349,895


The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit of the company for the year was £1,609,153 (2024: £1,370,960).

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Gavin William Pooley
Director

Date: 30 June 2026

The notes on pages 35 to 62 form part of these financial statements.

Page 30

 
HOLYWELLS HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
601
1,525,826
7,644,670
9,171,097


Comprehensive income for the year

Profit for the year
-
-
2,664,171
2,664,171

Currency translation differences
-
-
6,909
6,909

Dividends: Equity capital
-
-
(1,078,148)
(1,078,148)

Shares issued during the year
19,022
-
-
19,022



At 1 January 2025
19,623
1,525,826
9,237,602
10,783,051


Comprehensive income for the year

Profit for the year
-
-
4,147,494
4,147,494

Currency translation differences
-
-
(45,666)
(45,666)

Dividends: Equity capital
-
-
(1,182,453)
(1,182,453)


At 31 December 2025
19,623
1,525,826
12,156,977
13,702,426


The notes on pages 35 to 62 form part of these financial statements.

Page 31

 
HOLYWELLS HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
601
1,525,826
1,511,634
3,038,061


Comprehensive income for the year

Profit for the year
-
-
1,370,960
1,370,960

Dividends: Equity capital
-
-
(1,078,148)
(1,078,148)

Shares issued during the year
19,022
-
-
19,022



At 1 January 2025
19,623
1,525,826
1,804,446
3,349,895


Comprehensive income for the year

Profit for the year
-
-
1,609,153
1,609,153

Dividends: Equity capital
-
-
(1,182,453)
(1,182,453)


At 31 December 2025
19,623
1,525,826
2,231,146
3,776,595


The notes on pages 35 to 62 form part of these financial statements.

Page 32

 
HOLYWELLS HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

Cash flows from operating activities
  

Profit for the financial year
  
4,147,494
2,664,171

Adjustments for:
  

Amortisation of intangible assets
  
572,982
424,750

Impairments of fixed assets
  
-
143,140

Depreciation and impairment
  
2,834,040
2,070,606

Loss on disposal of tangible assets
  
(463,003)
378,247

Interest paid
  
335,457
258,543

Interest received
  
(74,265)
(100,035)

Taxation charge
  
1,378,595
1,470,466

(Increase) in stocks
  
(759,570)
(902,073)

(Increase)/decrease in debtors
  
(1,617,328)
145,450

Increase in creditors
  
703,240
2,570,585

Increase/(decrease) in provisions
  
34,475
(642,897)

Corporation tax (paid)
  
(1,627,964)
(1,108,670)

Foreign exchange
  
(69,293)
44,447

Net cash generated from operating activities

  

5,394,860
7,416,730

  

Cash flows from investing activities
  

Purchase of tangible fixed assets
  
(6,879,163)
(2,584,651)

Sale of tangible fixed assets
  
1,044,936
38,192

Acquisition of subsidiary during the year
 29 
(779,075)
(387,765)

Cash acquired from acquisition
 29 
59,577
27,830

Interest received
  
74,265
100,035

Purchase of intangible fixed assets
  
(92,643)
(284,432)

Issue of loan to related party
  
-
(837,616)

Deferred cash flow in respect of acquisitions prior year
  
(563,483)
-

Net cash from investing activities

  

(7,135,586)
(3,928,407)
Page 33

 
HOLYWELLS HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025




2025
2024

Note
£
£



Cash flows from financing activities
  

Issue of ordinary shares
  
-
19,022

Repayment of loans
  
(1,491,494)
(641,280)

Drawing of bank loan
  
4,095,143
-

New finance leases
  
683,586
486,745

Repayment of finance leases
  
(659,986)
(446,261)

HP interest paid
  
(82,107)
(66,400)

Dividends paid
  
(1,182,453)
(1,078,148)

Interest paid
  
(253,350)
(192,143)

Repayment of loan to a related party
  
-
(85,321)

Net cash used in financing activities
  
1,109,339
(2,003,786)

Net (decrease)/increase in cash and cash equivalents
  
(631,387)
1,484,537

Cash and cash equivalents at beginning of year
  
4,349,207
2,864,670

Cash and cash equivalents at the end of year
  
3,717,820
4,349,207


Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand
  
3,717,820
4,349,207


The notes on pages 35 to 62 form part of these financial statements.

Page 34

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Holywells Holdings Limited is a private company limited by shares, incorporated in England and Wales. Registered number 10394479. Its registered head office is located at Jackson House, 86 Sandyhill Lane, Ipswich, IP3 0JA. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions – company only

The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;

the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and

the requirements of Section 33 Related Party Disclosures paragraph 33.7.

Page 35

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

The group has excluded its dormant subsidiaries Strongvend Limited, S.V. Leasing Limited and FlexiVend Limited from the consolidation as these companies were dormant in 2025.

 
2.4

Going concern

The directors have considered the group's position at the time of signing the financial statements, and in particular the current issues caused by ongoing global economic uncertainty and its potential impact of the company and the wider economy. The directors have produced forecasts for the remainder of the 2026 financial year and medium term. The directors have considered the current financial position of the group together with the range of measures the directors can take to mitigate ongoing costs should they need to. 

Based on this, the directors have concluded that they have a reasonable expectation that the group will have adequate resources to continue in operational existence for the foreseeable future, and at least twelve months from the date of signing these financial statements. They therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

The directors currently do not believe the impact of the war in the Middle East and trade tariff uncertainty, despite global uncertainty will have an impact on the financial position of the group. There are a range of measures the directors can take to mitigate costs and supply chain disruption, should there be an impact upon the supply chain. 

 
2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentation currency is GBP and all values are rounded to the nearest pound (£) except where otherwise stated.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 36

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.5
Foreign currency translation (continued)

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, VAT and other sales taxes. The following criteria must also be met before recognising revenue:
 
Sale of Goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

the company has transferred the significant risks and rewards of ownership to the buyers;

the company retains neither continual managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

the amount can be measured reliably;

it is probable that the company will receive the consideration due under the transaction;

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Sale of equipment – revenue is recognised upon installation of the equipment.

Sale of consumables – revenue is recognised on delivery of the consumables.

Rendering of Services

Revenue from a contract to provide services is recognised in the period in which the services are provided when all of the following conditions are satisfied:

the amount of revenue can be measured reliably;

it is probable that the company will receive the consideration due under the contract;

the stage of completion of the contract at the end of the reporting period can be measured reliably;

the costs incurred and costs to complete can be measured reliably.

Equipment rental & Maintenance - revenue is recognised overtime over the contract term. Any invoiced amounts relating to future periods is deferred.
 
One-off maintenance- revenue is recognised in the period in which the services are provided.
 
Vending machine- subscription - revenue is recognised on a straight-line basis over the contract term.
 
Operated vending machines - revenue is recognised at a point in time when the customer has purchased and received a product.

Page 37

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

  
2.9

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the group in independently administered funds.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.12

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 38

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 39

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.14
Intangible assets (continued)

The estimated useful lives range as follows:

Website
-
25 % Straight line
Goodwill
-
20 % Straight line

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Freehold property
-
2%
straight line
Long-term leasehold property
-
25%
reducing balance
Fixtures and fittings
-
25%
reducing balance
Motor vehicles
-
25%
reducing balance/straight line
Office equipment
-
25%
reducing balance
Hire stock
-
25%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 40

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.18

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.


 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.21

Financial instruments

The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's Balance Sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.

Page 41

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.

Page 42

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Derecognition of financial liabilities

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

 
2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and judgements are continually evaluated and are based on historical experience and other factors that are considered relevant.

There were no estimates or judgements deemed significant to the financial statements.

Page 43

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Sale of goods
45,147,098
36,730,486

Maintenance and servicing income
7,919,341
6,749,178

53,066,439
43,479,664


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
50,258,827
41,666,382

Rest of Europe
2,807,612
1,813,282

53,066,439
43,479,664


The group expanded its operations during the year through the acquisition of two additional businesses within Liquidline Ltd, contributing to increased turnover and an enhanced presence across the UK. 

The overall growth in revenue aligns with the directors’ approved budget for 2025 and was anticipated as part of the group’s strategic development plans.


5.


Other operating income

2025
2024
£
£

Rent received from short term property sublet
141,223
27,050

Grant income
500
500

Insurance claims receivable
4,401
2,650

Management consultancy
993
7,871

Profit on disposal of tangible assets
463,003
-

610,120
38,071


The purchase of the group's head office premises in February 2025, Jackson House has increased short term property sublet income.

Profit on disposal of property plant and equipment of £451,739 in Holywells Properties Ltd arises from the sale of Holywells Close premises in July 2025, following the purchase of Jackson House in February 2025.

Page 44

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Operating profit

The operating profit is stated after charging/(crediting):

2025
2024
£
£

Exchange differences
(92,059)
44,447

Other operating lease rentals
278,169
218,610

Depreciation expense
2,834,032
1,890,826

Amortisation expense
572,982
424,750

Impairment charge - tangible fixed assets
-
56,133

Impairment charge - intangible fixed assets
-
143,140

Loss on disposal of property plant and equipment
-
378,247


7.


Auditor's remuneration

2025
2024
£
£

Fees payable to the group's auditors and its associates for the audit of the group's financial statements
78,314
81,203

Fees payable to the group's auditors and its associates in respect of:

Taxation compliance services
20,487
13,664

Other services relating to taxation
-
8,820

Accounts preparation services
13,383
12,167

The group also paid payroll services costs of £2,803 (2024: £2,003) during the year.

Page 45

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Wages and salaries
13,448,501
10,517,326
37,728
37,728

Social security costs
1,645,184
1,057,097
6,837
2,016

Cost of defined contribution scheme
257,471
182,397
-
-

15,351,156
11,756,820
44,565
39,744


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Administration and support
100
81



Sales
58
49



Marketing
13
8



Distribution
160
117

331
255

The company has no employees other than the directors, who did not receive any remuneration (2024: £Nil).

9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
141,737
83,251


During the year, no retirement benefits were accruing to the directors (2024: Nil) in respect of defined contribution schemes.


10.


Interest receivable

2025
2024
£
£


Bank interest receivable
74,265
100,035

Page 46

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
188,685
70,446

Loan interest payable
64,086
71,405

Finance leases and hire purchase contracts
82,107
66,400

Other interest payable
579
50,292

335,457
258,543


12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
1,387,444
1,230,391

Adjustments in respect of previous periods
(213,682)
261,435

Total current tax
1,173,762
1,491,826

Deferred tax


Origination and reversal of timing differences
197,792
(10,799)

Adjustments in respect of prior periods
7,041
(10,561)

Total deferred tax
204,833
(21,360)


1,378,595
1,470,466
Page 47

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
12.Taxation (continued)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25.0% (2024: 25.0%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
5,526,089
4,134,637


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.0% (2024: 25.0%)
1,381,522
1,033,659

Effects of:


Fixed asset differences
206,553
173,954

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
27,128
41,163

Other tax adjustments, reliefs and transfers
(23,667)
6,955

Adjustments to tax charge in respect of previous periods - deferred tax
7,041
(10,561)

Adjustments to tax charge in respect of prior periods
(213,682)
3,274

Other differences leading to an increase (decrease) in the tax charge
-
(13,247)

Research and development
-
258,161

Tax rate differences
(6,300)
(22,892)

Total tax charge for the year
1,378,595
1,470,466


Factors that may affect future tax charges

Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the balance sheet date.


13.


Dividends


2025
£
2024
£

Dividends paid
1,182,453
1,078,148
Page 48

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Intangible assets

Group





Website
Goodwill
Total

£
£
£



Cost


At 1 January 2025
-
4,182,011
4,182,011


Additions
92,643
866,021
958,664


Transfer from Investments
-
915
915



At 31 December 2025

92,643
5,048,947
5,141,590



Amortisation


At 1 January 2025
-
2,307,711
2,307,711


Charge for the year on owned assets
3,427
569,555
572,982



At 31 December 2025

3,427
2,877,266
2,880,693



Net book value



At 31 December 2025
89,216
2,171,681
2,260,897



At 31 December 2024
-
1,874,300
1,874,300

Amortisation on intangible assets is charged to administrative expenses in profit or loss.

No impairment charges were identified.

Page 49

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Fixtures and fittings
Motor vehicles
Other fixed assets
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2025
616,021
582,432
706,786
2,578,473
6,226,083
10,709,795


Additions
3,012,976
671,937
494,891
654,356
2,045,003
6,879,163


Acquisition of subsidiary
-
-
510
-
131,190
131,700


Disposals
(616,021)
(78,553)
(38,297)
(163,715)
-
(896,586)


Euro revaluation
-
1,488
1,793
1,552
31,447
36,280



At 31 December 2025

3,012,976
1,177,304
1,165,683
3,070,666
8,433,723
16,860,352



Depreciation


At 1 January 2025
61,600
202,874
299,877
1,159,283
2,681,904
4,405,538


Charge for the year on owned assets
56,282
186,775
183,437
667,863
1,739,685
2,834,042


Disposals
(67,760)
(78,553)
(22,963)
(145,377)
-
(314,653)


Euro revaluation
-
616
832
995
14,674
17,117



At 31 December 2025

50,122
311,712
461,183
1,682,764
4,436,263
6,942,044



Net book value



At 31 December 2025
2,962,854
865,592
704,500
1,387,902
3,997,460
9,918,308



At 31 December 2024
554,421
379,558
406,909
1,419,190
3,544,179
6,304,257




The net book value of land and buildings may be further analysed as follows:


2025
2024
£
£

Freehold
2,962,854
554,421

Long leasehold
865,592
379,558

3,828,446
933,979


Page 50

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           15.Tangible fixed assets (continued)

Included within tangible fixed assets above are assets with a net book value of £3,997,460 (2024: £3,544,179) which are held for use in operating leases.

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£



Motor vehicles
1,204,147
1,147,332


16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
1,871,054


Additions
314,575



At 31 December 2025
2,185,629






Net book value



At 31 December 2025
2,185,629



At 31 December 2024
1,871,054

Page 51

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Liquidline Limited
Jackson House, 86 Sandyhill Lane, Ipswich, IP3 0JA
Ordinary
100%
Holywells Property Limited
Jackson House, 86 Sandyhill Lane, Ipswich, IP3 0JA
Ordinary
100%
Liquidline Ireland Limited
Digital Office Centre, Balheary Road, Balheary Demesne, Swords, Dublin, Ireland, K67 E5A0
Ordinary
100%
Strong Vend Limited
11 Holywells Close, Ipswich, IP3 0AW
Ordinary
100%
S.V. (Leasing) Limited
11 Holywells Close, Ipswich, IP3 0AW
Ordinary
100%
FlexiVend Limited
11 Holywells Close, Ipswich, IP3 0AW
Ordinary
100%
Koffie 2 Go Limited
Jackson House, Sandyhill Lane, Ipswich, England, IP3 0JA
Ordinary
100%
City Vending Services Limited
Jackson House, Sandyhill Lane, Ipswich, England, IP3 0JA
Ordinary
100%
HCC (Belfast) Ltd
Unit B4, 19 Heron Road, Belfast, United Kingdom, BT3 9LE
Ordinary
100%


17.


Stocks

Group
Group
2025
2024
£
£

Work in progress
47,624
59,627

Finished goods and goods for resale
6,379,167
4,936,307

Goods in transit
239,898
779,762

6,666,689
5,775,696


Stocks are stated after provisions for impairment of £118,698 (2024: £503,879). Impairment gain totalling £385,199 (2024: loss of £448,108) were recognised in profit and loss. 

The estimated selling prices of stock are considered on a regular basis. When writing off stock and considering a stock provision, the directors consider the age of the stock and the current trend in product sales.

Page 52

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
6,150,919
4,764,240
-
-

Amounts owed by group undertakings
-
-
2,750,000
573,481

Amounts owed by related parties
837,616
837,616
837,616
837,616

Other debtors
304,351
451,559
50,000
-

Prepayments and accrued income
1,749,535
862,334
19,205
-

Tax recoverable
282,695
-
282,695
-

9,325,116
6,915,749
3,939,516
1,411,097


Trade debtors are stated after provisions for impairment of £123,110 (2024: £90,193).

Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.


19.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
3,717,820
4,349,207
449,310
879,623



20.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans (note 22)
65,182
472,467
-
-

Trade creditors
3,123,183
2,635,980
1,945
2,661

Amounts owed to group undertakings
711,386
721,304
946,643
721,189

Corporation tax
364,922
792,284
-
-

Other taxation and social security
1,010,344
924,792
3,098
6,718

Obligations under finance lease and hire purchase contracts
501,008
457,350
-
-

Other creditors
410,047
727,356
-
-

Accruals and deferred income
5,943,785
5,239,911
96,174
81,311

12,129,857
11,971,444
1,047,860
811,879


Page 53

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.Creditors: amounts falling due within one year (continued)

Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand. 

Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate.

A guarantee and off-set agreement is in place between Holywells Holdings Limited and its subsidiaries with Lloyds bank plc regarding the lending provision or continuing facilities, including interest charges, commission and other banking charges. Each company guarantees payment of the principal liabilities on demand of the bank (providing notice), and the bank may combine or consolidate all or any of the liabilities, set off or transfer any liability balance in or towards satisfaction of any of the principal liabilities.


21.


Creditors: amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans (note 22)
3,268,381
219,444
1,750,000
-

Net obligations under finance leases and hire purchase contracts
703,139
724,124
-
-

Accruals and deferred income
276,233
11,460
-
-

4,247,753
955,028
1,750,000
-


Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate.

Page 54

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Amounts falling due within one year

Bank loans
65,182
472,467
-
-

Amounts falling due 1-2 years

Bank loans
133,961
219,444
-
-

Amounts falling due 2-5 years

Bank loans
3,134,420
-
1,750,000
-

3,333,563
691,911
1,750,000
-


All bank loans outstanding 31 December 2024 were repaid in full during 2025 and new lending arrangements were taken with Lloyds Bank plc in Holywells Properties Ltd and Holywells Holdings Ltd on 24 February 2025. Bank loans are secured against the assets of the group and all subsidiary companies of Holywells Holdings Ltd.  

On 24 February 2025 Holywells Properties Ltd entered into a term loan for 5 years with Lloyds Bank plc, secured against the property assets of the company. The final repayment date for the term loan being due at the end of the five year period for the balance of capital and interest outstanding. The term loan consists of a fixed interest rate element and variable interest rate element. On 24 February 2025, £850,000 was drawn on the fixed interest rate element of the term loan, the interest rate on the date drawn being 5.72%. The balance outstanding at 31 December 2025 on the fixed rate term loan is £819,054 with an interest rate of 5.72%. On 24 February 2025, £1,495,143 was drawn on the variable interest rate element of the term loan, the rate at the drawn date was 5.95%. On 18 July 2025, Holywells Properties Ltd repaid £677,809 on the variable interest loan, following the disposal of a property freehold asset, Holywells Close. The balance outstanding at 31 December 2025 on the variable rate term loan is £764,509 with an interest rate of 5.2%.

On 24 February 2025 Holywells Holdings Ltd entered into a 3 year lending facility with Lloyds Bank plc for a funding facility of £2,500,000 to support acquisition funding, with the balance of capital outstanding being due at the end of the three year period. The company has entered into a cross guarantee with other group companies in respect of bank borrowings totalling £1,750,000. The balance drawn at 31 December 2025 is £1,750,000 with an interest rate of 5.75% on the drawn balance and an interest rate of 0.8% on the non utilised fund balance of £750,000. The funding was immediately loaned to Liquidline Ltd and interest charges to Liquidline Ltd mirrors those incurred by Holywells Holdings Ltd.

Page 55

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2025
2024
£
£

Within one year
501,008
457,350

Between 1-5 years
703,139
724,124

1,204,147
1,181,474


24.


Deferred taxation


Group



2025


£






At beginning of year
(658,625)


Charged to profit or loss
(204,832)



At end of year
(863,457)



Group
Group
2025
2024
£
£

Accelerated capital allowances
(869,800)
(669,834)

Short term timing differences
6,343
11,209

(863,457)
(658,625)

Page 56

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

25.


Provisions


Group



Warranty provision
Dilapidations provision
Total

£
£
£





At 1 January 2025
654,099
197,078
851,177


Charged to profit or loss
-
20,583
20,583


Foreign exchange movement
1,379
618
1,997


Arising on business combinations
19,573
58,637
78,210


Utilised amount
(1,490)
(5,140)
(6,630)



At 31 December 2025
673,561
271,776
945,337

The group accrues for warranty costs based on the expected number of warranty call outs per machine sold.

The group accrues for dilapidation costs based on the estimated costs to be incurred at the end of property leases.


26.


Analysis of net debt



Acquisition of subsidiary**



 
At 1 January 2025

Cash flows


Inflows


Outflows
Other non-cash changes*
At 31 December 2025


 
£
 
£
£
£
£
£

Cash at bank and in hand

4,349,207

88,111

59,577

 (779,075)

  -  

3,717,820

Bank loans
(691,911)
(2,350,299)
-  
(38,003)
(253,350)
(3,333,563)

Hire purchase and finance leases

(1,181,474)

69,906
  
-  
  
(10,473)

(82,107)

(1,204,148)


2,475,822
(2,192,282)
59,577
(827,551)
(335,457)
(819,891)

* Other non-cash changes represent interest expense determined using amortised cost accounting.

** The net cashflows for the acquisition of City Vending Services Limited were £499,243 (Refer to business combination note 29).

The net cashflows for the acquisition of HCC (Belfast) Ltd were £220,255 (Refer to business combination note 29).

Outflow - Any expenses paid plus consideration paid in cash
Inflow - Then the cash inflow was the cash acquired as part of the business

Page 57

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

27.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1,001 (2024: 1,001) Ordinary A shares of £1.00 each
1,001
1,001
999 (2024: 999) Ordinary B shares of £1.00 each
999
999
3,137 (2024: 3,137) Ordinary C shares of £1.00 each
3,137
3,137
3,137 (2024: 3,137) Ordinary D shares of £1.00 each
3,137
3,137
2,937 (2024: 2,937) Ordinary E shares of £1.00 each
2,937
2,937
2,937 (2024: 2,937) Ordinary F shares of £1.00 each
2,937
2,937
2,737 (2024: 2,737) Ordinary G shares of £1.00 each
2,737
2,737
2,737 (2024: 2,737) Ordinary H shares of £1.00 each
2,737
2,737
1 (2024: 1) Redeemable share of £1.00
1
1

19,623

19,623

Voting rights for shares A and B are as follows: 
Voting: One vote per share 
Dividend: Equal to such sum as shall be agreed by the directors of the company. 
Capital: Amount equal to 10% of the Reserved Tranche as more specifically detailed in the Articles of Association. 
Redemption: The A shares are not redeemable. 
Voting rights for shares C, D, E and F are as follows: 
Voting: One vote per share 

Dividend: Equal to such sum as shall be agreed by the directors of the company. 
Capital: Amount equal to 15% of the Reserved Tranche plus an entitlement to 16.67% of the remaining assets as more specifically detailed in the Articles of Association. 
Redemption: These shares are not redeemable. 

Voting rights for G shares are as follows: 
Voting: One vote per share 
Dividends: Equal to such sum as shall be agreed by the directors of the company. 
Capital: Amount equal to 20% of the Reserved Tranche plus an entitlement to 16.67% of the remaining assets as more specifically detailed in the Articles of Association. 
Redemption: The G shares are not redeemable. 

Voting rights for H shares are as follows: 
Voting: One vote per share 
Dividends: Equal to such sum as shall be agreed by the directors of the company. 
Capital: 0% of the value of the company as at 3 January 2017 plus an entitlement to 16.67% of the remaining assets as more specifically detailed in the Articles of Association. 
Redemption: The H shares are not redeemable. 

Voting rights for redeemable shares are as follows: 
Voting: No voting rights 
Dividends: The shares have dividend rights attached to them. 
Capital: On liquidation, winding-up or dissolution, the holder of the share shall be entitled to £1. Redemption: The share is redeemable upon the company serving a redemption notice to the holder of the share. 


Page 58

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

28.


Reserves

The company's capital and reserves are as follows:

Share premium account

Includes premiums received on the issue of share capital.

Profit and loss account

Includes all current and prior year retained profits and losses net of dividends.


29.
 

Business combinations

On 31 January 2025, the group acquired 100% of the share capital of City Vending Services Limited.

On 30 September 2025, the group acquired 100% of the share capital of HCC (Belfast) Ltd.

Acquisition of City Vending Services Limited and HCC (Belfast) Ltd

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
131,700
-
131,700

131,700
-
131,700

Current Assets

Stocks
131,423
-
131,423

Debtors
190,712
(1,747)
188,965

Cash at bank and in hand
59,577
-
59,577

Total Assets
513,412
(1,747)
511,665

Creditors

Due within one year
(306,531)
(23,171)
(329,702)

Provisions for liabilities
(128,154)
-
(128,154)

Total Identifiable net assets
78,727
(24,918)
53,809


Goodwill
880,756

Total purchase consideration
934,565

Page 59

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

29.Business combinations (continued)

Consideration

£


Cash
775,000

Deferred consideration
159,565

Total purchase consideration
934,565

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
775,000

Acquisition cost
4,075

779,075

Less: Cash and cash equivalents acquired
(59,577)

Net cash outflow on acquisition
719,498

Deferred consideration relating to the acquisition of City Vending Services Limited of £57,500 is payable after the balance sheet date, the liability has been included within Creditors: Amounts falling due within one year – other creditors.

Deferred consideration relating to the acquisition of HCC (Belfast) Ltd of £102,065 consists of deferred consideration of £14,565 and £87,500 deferred consideration which is contingent upon revenue performance and payable after the balance sheet date, the liability has been included within Creditors: Amounts falling due within one year – other creditors.


Fixed asset investments
Investments
in subsidiary companies
£

Cost or valuation


Purchase consideration
934,565

Acquisition costs
4,075

Total identifiable net assets acquired
(53,809)

Amounts written off
(18,804)

Transfer to Goodwill
(866,021)

At 31 December 2024
6

Page 60

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

29.


Business combinations (continued)

On 31 January 2025, the Group acquired 100% of the share capital of City Vending Services Limited. The trade and assets of City Vending Services Limited were hived up into Liquidline Limited in June 2025. At the acquisition date, the identifiable net assets totalled £69,158, which were adjusted to a fair value of £44,241. From the date of acquisition to the reporting date, the business generated revenue of £923,321 and a gross profit of £380,842.
 
On 30 September 2025, the Group acquired 100% of the share capital of HCC (Belfast) Ltd. The trade and assets of HCC (Belfast) Ltd were hived up into Liquidline Limited after the year end (December 2025). At completion, the identifiable net assets amounted to £9,569, with no fair value adjustments required. From the date of acquisition to the reporting date, the business generated revenue of £147,284 and a gross profit of £51,309.


30.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £257,471 (2024: £182,397). Contributions totalling £66,673 (2024: £45,541) were payable to the fund at the balance sheet date and are included in creditors.


31.


Commitments under operating leases

At the reporting date the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
1,568,421
826,866

Later than 1 year and not later than 5 years
2,396,458
1,463,731

Later than 5 years
1,075,000
1,088,035

5,039,879
3,378,632
Page 61

 
HOLYWELLS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

32.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 Section 33.1A and has not disclosed transactions between wholly owned members of the Holywells Holdings Limited group.

During the year, donations of £240,000 
(2024: £60,000were made to Bacton Trust, of which a director is a trustee.

At the year end, amounts totalling £711,386
 (2024: £721,188owed by the company to directors. During the year, the company paid £64,086 of interest in relation to these loan balances (2024: £66,502).

During the year, £94,324 
(2024: £17,804) was paid to a family member of the directors, who is also an employee of the company, in the form of a staff loan. £75,866 (2024: £50,005is outstanding at the balance sheet date.

During the year, a loan to two directors was made of £837,616 
(2024: £837,616) and is fully outstanding at the balance sheet date.

During the year, dividends of £1,182,453
 (2024: £1,078,148) were paid to directors. Dividends of £689,000 (2024: £325,000) were paid to a director after the balance sheet date.

The total key management personnel compensation (including directors) in 2025 was £Nil
 (2024: £994,539).


33.


Subsequent events

Within the group, on 1 January 2026 the trade and assets was transferred from a subsidiary of Liquidline Ltd, the Hot Coffee Company (Belfast) Ltd into its parent company, Liquidline Ltd, having been acquired by Liquidline Ltd on 30 September 2025.

On 28 February 2026, Liquidline Ltd transferred the trading activities of its vending division into a subsidiary company Liquidline Vending Ltd, 100% owned by Liquidline Ltd. 

On 20 March 2026, Liquidline Ltd acquired the trade and assets of Drinklink Vending Services Ltd for £395,000.

On 31 March 2026 Liquidline Vending Ltd was sold for a consideration of £1,850,000 plus additional consideration for working capital valuation at 31 March 2026. There is an additional consideration, the value of which is dependent upon future revenue performance for the 12 month period beginning on the day after completion and ending on 31 March 2027. 

The sale of Liquidline Vending Ltd is to enable Liquidline Ltd to focus on core operations.

On 6 May 2026, Liquidline Ltd signed heads of terms for the purchase of the trade and assets of Tapside Marketing Ltd for £160,000.


34.


Controlling party

C and D shareholders are the controlling party.

Page 62