ACCOUNTS - Final Accounts preparation

Analysis of the maturity of loans is given below:

Company Registration Number: 09259506

POSITIVE RESPONSE CORPORATION LTD

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

POSITIVE RESPONSE CORPORATION LTD

REGISTERED NUMBER: 09259506

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2026

		2026		2025
Note		£		£

Fixed assets
Investments	5		2,083,295		2,083,295
			2,083,295		2,083,295
Current assets
Debtors: amounts falling due within one year	6	46,827		3,075
Cash at bank and in hand	7	60,223		45,567
		107,050		48,642
Creditors: amounts falling due within one year	8	(1,411,839)		(933,932)
Net current liabilities			(1,304,789)		(885,290)
Total assets less current liabilities			778,506		1,198,005
Creditors: amounts falling due after more than one year	9		(450,000)		(900,000)

Net assets			328,506		298,005

Capital and reserves
Called up share capital	12	2,857	2,857
Share premium account		94,980	94,980
Capital redemption reserve		107	107
Profit and loss account		230,562	200,061
		328,506	298,005

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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

D Atherton	P Cullinan
Director	Director

Date: 26 August 2026

The notes on pages 2 to 8 form part of these financial statements.

Page 1

POSITIVE RESPONSE CORPORATION LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

1.	General information

The company is a private company limited by shares, incorporated in England and Wales, within the United Kingdom. The registered office address is The Shard, 32 London Bridge Street, London, SE1 9SG and the principal place of business is Campbell House, The Crichton Royal Grounds, Bankend Road, Dumfries, DG1 4UQ.

The principal activity of the company during the year was the strategic management of its subsidiary company.

The presentational and functional currency is GBP and amounts are rounded to the nearest pound unless stated otherwise.

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 requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The company, and the Group headed by it, qualify as small as set out in section 398/399 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Going concern

The company has net assets of £328,506 (2025 - £298,005) and net current liabilities of £1,304,789 (2025 - £885,290). The company's key asset is its investment in its subsidiary and as such the net current liability position is not a concern.

The company retains the support of its parent company and it has indicated its intention to continue to fund the company. The directors believe that the company will be able to meet its liabilities for a period of at least 12 months from the date of signing these financial statements. As such, these financial statements have been prepared on a going concern basis.

2.4

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, value added tax and other sales taxes.

Revenue from management charges is recognised in the period to which the management charge relates.

2.5

Borrowing costs

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

Page 2

POSITIVE RESPONSE CORPORATION LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.6

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.10

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.

2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 3

POSITIVE RESPONSE CORPORATION LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.12

Financial instruments

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

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 company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's significant accounting policies which are described in note 2, 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. Estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant and reasonable. Actual results may differ from these estimates.

Impairment in investments
No asset impairment was identified at the balance sheet date, nor have any events occurred from 1st April 2026 to the date of this report which may lead to impairment of an asset. Impairment on investments is reviewed annually through the use of discounted revenues and enterprise multiples. The assumptions used can be highly sensitive and are open to management's judgement. Management use prudent industry benchmarks to ensure a realistic present value can be determined to assess impairment.

Fair value of share options
The entity's current estimate of the fair value of the share option schemes is based upon the fair value of the shares at grant date. This underlying estimate can be flexed to a range of third party estimates, with no material impact on the financial statements.

Employees

The average monthly number of employees, including directors, during the year was 4 (2025 - 4).

Page 4

POSITIVE RESPONSE CORPORATION LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

5.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2025	2,083,295
	At 31 March 2026	2,083,295

Subsidiary undertaking
The following was a subsidiary undertaking of the company:
Name	Registered office	Class of shares	Holding

Staffsafe Limited

Campbell House, The Crichton Royal Grounds, Bankend Road, Dumfries, DG1 4UQ

Ordinary

100%

	The aggregate of the share capital and reserves as at 31 March 2026 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

Staffsafe Limited

1,922,669

539,379

Page 5

POSITIVE RESPONSE CORPORATION LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Debtors

					2026	2025
					£	£


Other debtors	46,827	3,075

7.	Cash and cash equivalents
		2026	2025
		£	£

	Cash at bank and in hand	60,223	45,567

8.	Creditors: Amounts falling due within one year
		2026	2025
		£	£

Trade creditors	30,010	14,061
Amounts owed to group undertakings	1,350,000	900,000
Corporation tax	17,459	7,319
Other taxation and social security	7,148	5,202
Accruals and deferred income	7,222	7,350
	1,411,839	933,932

Foresight VCT Plc has a charge over the assets of Positive Response Corporation Limited.

9.	Creditors: Amounts falling due after more than one year
		2026	2025
		£	£

	Loans	450,000	900,000

The loans are secured against the assets of the company and attract interest at a rate of 7% per annum.

Page 6

POSITIVE RESPONSE CORPORATION LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026



Amounts falling due 2-5 years
Loans	450,000	900,000

The loans are secured against the assets of the company and attract interest at a rate of 7% per annum.

11.	Share-based payments

Positive Response Corporation Ltd have one share-based payment scheme active at 31 March 2026. Under this plan, certain employees are granted options to acquire shares in the company. These options vest over a ten year period and are exercisable upon exit, subject to the employees' continued service. At the beginning of the period, there were 27,399 share options brought forward. During the year, no additional options were granted and none were exercised, no charge was recognised in the P&L.

Input variables used to value the shares (weighted average):
Fair value (restricted to nominal value) - £0.01
Vesting period - 10 years

At the balance sheet date, individuals held total share options of 27,399.

12.	Share capital
		2026	2025
		£	£

Allotted, called up and fully paid

200,000 (2025 - 200,000) A Ordinary shares of £0.01 each	2,000	2,000
11,550 (2025 - 11,600) B Ordinary shares of £0.01 each	116	116
74,074 (2025 - 74,100) C Ordinary shares of £0.01 each	741	741

	2,857	2,857

13.	Related party transactions
	At 31 March 2026, the company owed £1,350,000 (2025 - £900,000) to Staffsafe Limited.

14.	Controlling party

The ultimate controlling party is Foresight VCT Plc by virtue of their shareholding in the company.

The registered office of Foresight VCT Plc is C/O Foresight Group Llp The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG. The consolidated financial statements are publicly available and can be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.

Page 7

POSITIVE RESPONSE CORPORATION LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

15.	Auditors' information

The auditors' report on the financial statements for the year ended 31 March 2026 was unqualified.

The audit report was signed on 2 September 2026 by Lauren Graham (Senior Statutory Auditor) on behalf of Armstrong Watson Audit Limited.

Page 8