P3C Holdings Limited - Limited company accounts 25.1

REGISTERED NUMBER: 16231196 (England and Wales)

Strategic Report, Directors' Report and

Financial Statements for the Period 5 February 2025 to 31 December 2025

for

P3C Holdings Limited

Page

Company Information

1

Strategic Report

2

Directors' Report

3

Report of the Independent Auditors

5

Statement of Income and Retained Earnings

9

Balance Sheet

10

Notes to the Financial Statements

11

Directors:

Mr B B Lejdstrom

Mr P E B Stegersjo

Mr R V Wood

Registered office:

22-26 King Street

King's Lynn

Norfolk

PE30 1HJ

Registered number:

16231196 (England and Wales)

Senior statutory auditor:

Michael Andrews FCA

Auditors:

Stephenson Smart (East Anglia) Limited

Chartered Accountants & Statutory Auditors

22-26 King Street

King's Lynn

Norfolk

PE30 1HJ

The directors present their strategic report for the period 5 February 2025 to 31 December 2025.

Review of business

The core business and principal activity of P3C Holdings Limited during the year was that of a holding company. The principle activity of the group headed by the company continued to be that of the sale of connectors for power transmission.

The company's results for the period and financial position of the company are as shown in the annexed financial statements.

The directors are satisfied with the performance of the company's trading subsidiaries.

Principal risks and uncertainties

The company itself does not actively trade with unconnected third parties but the activities of the trading subsidiaries expose them to a number of risks including liquidity risk, interest rate risk, foreign currency risk and credit risk.The directors monitor the performance of the subsidiaries on a regular basis to manage its risks and uncertainties. Risks and uncertainties are managed as follows:

Liquidity risk

Liquidity risk is the risk that cash may not be available to pay obligations when due at a reasonable cost. The group

aims to manage liquidity risk by closing managing cash generated by their operating business and monitoring performance.

Interest rate risk

The group has limited exposure to interest rate risk.

Foreign currency risk

The group's principal foreign currency exposures arise from trading with overseas companies. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling.

Credit risk

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade receivables are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

On behalf of the board:

Mr B B Lejdstrom - Director

11 September 2026

The directors present their report with the financial statements of the company for the period 5 February 2025 to 31 December 2025.

Incorporation

The company was incorporated on 5 February 2025 .

Principal activity

The principal activity of the company in the period under review was that of a holding company of a trading group.

Dividends

No dividends will be distributed for the period ended 31 December 2025.

Results

The loss for the year, after taxation, amount to £815,118.

Directors

The directors who have held office during the period from 5 February 2025 to the date of this report are as follows:

Mr B B Lejdstrom - appointed 5 February 2025

Mr P E B Stegersjo - appointed 5 February 2025

Mr R V Wood - appointed 5 February 2025

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. This is based on their review of business activities, forecasts and budgets of the company's subsidiaries. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Disclosure in the strategic report

In accordance with The Companies Act 2006 (Strategic Report and Director's Report) Regulations 2013, the review of the development and performance of the business, including key performance indicators, is contained in the Strategic Report.

Statement of directors' responsibilities

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company

will continue in business.

The director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

On behalf of the board:

Mr B B Lejdstrom - Director

11 September 2026

Opinion

We have audited the financial statements of P3C Holdings Limited (the 'company') for the period ended 31 December 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

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

-	the 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 Statement of Directors' Responsibilities set out on pages three and four, 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 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Discussions with and enquiries of management and those charged with governance were held with a view to identify those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include the UK financial reporting standards, Company Law, Taxation legislation and distributable profits legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which includes fraud and non-compliance with laws and regulations) comprised of: Inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of journal entries; and the performance of analytical reviews to identify unexpected movement in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than those irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements might not be detected, even though the audit has been planned and performed in accordance with the ISAs (UK).

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Michael Andrews FCA (Senior Statutory Auditor)

for and on behalf of Stephenson Smart (East Anglia) Limited

Chartered Accountants & Statutory Auditors

22-26 King Street

King's Lynn

Norfolk

PE30 1HJ

11 September 2026

Turnover

-

Administrative expenses

(2,000

)

Operating loss

(2,000

)

Interest payable and similar expenses

6

(813,118

)

Loss before taxation

(815,118

)

Tax on loss

7

-

Loss for the financial period

(815,118

)

Retained earnings at end of period

(815,118

)

Fixed assets

Investments

8

29,340,404

Current assets

Cash in hand

1

Creditors

Amounts falling due within one year

9

(2,000

)

Net current liabilities

(1,999

)

Total assets less current liabilities

29,338,405

Creditors

Amounts falling due after more than one

year

10

(30,153,522

)

Net liabilities

(815,117

)

Capital and reserves

Called up share capital

11

1

Retained earnings

12

(815,118

)

Shareholders' funds

(815,117

)

The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2026 and were signed on its behalf by:

Mr B B Lejdstrom - Director

1.	Statutory information

P3C Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared on a going concern basis, under the historical cost convention. All accounting policies have been applied consistently.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Figures are rounded to the nearest whole pound sterling.

Going Concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. This is based on their review of business activities, forecasts and budgets of the company's subsidiaries. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Sdiptech Ab (Publ.) which can be obtained from its website at sdiptech.se/investor-relations/financial-information or from its registered office at Nybrogatan 39, Stockholm 11439, Sweden. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

(a) No cash flow statement has been presented for the company.

(b) Disclosures in respect of financial instruments have not been presented.

(c) No disclosure has been given for the aggregate remuneration of key management personnel.

(d) No disclosure has been given for the transactions undertaken with members of the same group that are wholly owned.

Preparation of consolidated financial statements

The financial statements contain information about P3C Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Sdiptech Ab (Publ.), Nybrogatan 39, Stockholm 11439, Sweden.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements,

estimates and assumptions about the carrying amount of assets and liabilities that are not readily

apparent from other sources. The estimates and associated assumptions are based on historical

experience and other factors that are considered to be relevant. Actual results may differ from these

estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised where the revision affects only

that period, or in the period of the revision and future periods where the revision affects both current and

future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on

amounts recognised in the financial statements.

Impairment of investments

Investments in subsidiaries are carried at cost less impairment. At each reporting date, these investments

are reviewed to determine whether there is any indication of impairment, which involves management's

judgement. At the year end, management has assessed that there is no impairment on the investments.

Investments in subsidiaries

Investments in subsidiaries are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. 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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

4.	Employees and directors

The average number of persons employed by the company during the year, being directors only amounted to 3. The directors of the board are remunerated by other group members and their salaries are not recharged.

5.	Auditors' remuneration

£

Fees payable to the company's auditors for the audit of the company's

financial statements

2,000

6.

Interest payable and similar expenses

£

Interest due to group undertakings

813,118

7.

Taxation

Analysis of the tax charge

No liability to UK corporation tax arose for the period.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£

Loss before tax

(815,118

)

Loss multiplied by the standard rate of corporation tax in the UK of 25%

(203,780

)

Effects of:

Group relief

203,780

Total tax charge

-

8.	Fixed asset investments

Shares in

group

undertakings

£

Cost

Additions

29,340,404

At 31 December 2025

29,340,404

Net book value

At 31 December 2025

29,340,404

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Phase 3 Connectors Ltd (direct subsidiary)

Registered office: Unit 7 Coopers Lane, Coopers Point, Liverpool, England, L33 7UB

Nature of business: Electrical installation

%

Class of shares:

holding

Ordinary

100.00

Phase 3 Connectors Ltd (direct subsidiary)

Registered office: Unit 3c Western Business Park, Shannon, Clare, Ireland

Nature of business: Electrical installation

%

Class of shares:

holding

Ordinary

100.00

9.

Creditors: amounts falling due within one year

£

Accruals and deferred income

2,000

10.

Creditors: amounts falling due after more than one year

£

Amounts owed to group undertakings

20,982,737

Other creditors

9,170,785

30,153,522

Other creditors falling due after more than one year represents the net present value of the expected deferred consideration payable in respect of the acquisition of the subsidiary undertakings. The responsibility for paying the liability was taken on by the group's parent company Sdiptech AB (Publ).

11.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

1

Ordinary

£1.00

1

Each share has full rights in the company with respect to voting, dividends and distributions.

12.

Reserves

Profit and loss account - This reserve records distributable retained earnings and accumulated losses.

13.	Ultimate controlling party

The company's immediate parent company is Sdip Holdings AB and its ultimate parent company is Sdiptech Ab (Publ.), which are both incorporated in Sweden. Sdiptech Ab (Publ.) prepares consolidated financial statements and these can be obtained from its website as sdiptech.se/investor-relations/financial-information or from its registered office at Nybrogatan 39, Stockholm 11439, Sweden.

There is no ultimate controlling party.