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Registered Number:
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2025.
2025 was mixed for the Food Service industry, as well as the wider economy with a marked improvement at the start of the year against a significant impact to the retail sector from the Autumn 2024 budget which was then further impacted by the poor management of the 2025 budget causing a significant pull back in spend across the industry through the last 4 month of the year.
Demand for our products and services remains exceptionally strong and some of our key customers continue to have a positive view about the future with at least one large rollout expected in 2026. The wars between Russia and Ukraine, and Israel and Hamas, has continued to have a major impact in the world, particularly with the substantial increase in inflation due to the significant price increases in utilities, goods, and services and goods traffic flow. Inflation in the UK in 2025 was c3.9%, an increase compared to 2024 of 3.5% with the current outlook being that inflation will continue to run above the Bank of England’s target of 2% through 2026. UK base Interest rates decreased through the year from a start point of 4.75% in January to 3.75% by the end of December. This was expected to continue through 2026 however with the new War between US and Iran this is now expected to slow any reduction through 2026. We saw a small increase in UK growth in 2025 with GDP increasing by 1.3%. Confidence in the UK is very important, and we have to significantly address these issues as it puts pressure on individuals and business spending. The two Wars, the economic and political backdrop still had a significant effect on exchange rates throughout 2025. Sterling was very volatile throughout the year. Against the US Dollar reaching the highest rate of 1.3746 in July 25 and reaching its lowest rate of 1.2172 in Jan 25 and ending the year at 1.3467. Against the Euro the lowest point in the year was at 1.1309 in November, with the highest point of 1.2120 in February, ending the year at 1.1462. The volatility in the market and global factors reduced confidence in the catering market and reduced the business’s ability to take advantage of hedging opportunities when there were spikes in Sterling value. Work continues to improve margins, control and reduce overheads where possible. We have continued to develop and offer new products to our customers and continue to look at finding new overhead suppliers who provide the same or improved levels of service at a reduced cost. Sales decreased from £16.4m to £15.5m, however the company remains confident about its future growth as demographics and lifestyle trends support an increase in food service activity. Potential “Market disruptions” continue to be kept under constant review along with the impact of inflationary pressures. The gross margin increased from 24.6% to 25.6% through increased pricing to reflect the additional costs that the business has seen through 2024 and into 2025. Overall loss before tax was £360,990 (2024 - profit £168,870) and had net assets of £430,564 (2024 - £758,408).
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The risks faced by the Group are reviewed by the Directors and appropriate processes are put in place to monitor and mitigate them. The biggest risks facing the Group are as follows:
Exchange rate fluctuations The risk facing the Group is the exposure to currency fluctuations as a major importer of equipment and spare parts. This is continually monitored and managed with the effective utilization of forward contracts. Management continues to monitor exchange rates on a daily basis with a view to taking advantage of any significant positive movements in the foreign exchange markets. The Group only enters into foreign exchange forward contracts to fix underlying costs and does not seek to actively trade any instruments in their own rights. Inflation Inflation is impacting not only the UK but the World, with the price of utilities rocketing along with food and material prices. The Group is constantly reviewing product margins and ensuring any increases are passed on to the Group's customers or the Group provides an alternative solution which is more cost effective if possible. Tariffs Current tariff levels are built into our prices at current levels. We are monitoring current events for any possible movement in those rates into the UK as importers from across the world and will take every step to manage any movements through our cost structures as needed. Liquidity and cash flow risk The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business. Interest rate risk The Company has limited exposure to interest rate risk as a result of low gearing.
This report was approved by the Board and signed on its behalf.
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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.
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.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Company and 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 and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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's principal activities during the period were the selling of commercial catering equipment and the provision of aftercare on these products.
The loss for the year, after taxation, amounted to £327,844 (2024 - profit £69,545).
The Directors do not recommend the payment of a dividend.
The Directors who served during the period and to the date of this report, were:
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PGSA HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group does not actively use financial instruments as part of its financial risk management except for forward foreign exchange contracts and bank loans. It is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures.
The Group's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency or interest rate risks. Its policy is to finance working capital through retained earnings and to fix the sterling cost of imported components by entering into forward exchange contracts relating to USD and Euros at the time of ordering and to fix any interest rates on bank and other loans. The Group's exposure to the price risk of financial instruments is minimal. As the counterparty to all financial instruments is its bankers, it is also exposed to minimal credit and liquidity risks in respect of these instruments. Its cash flow risk is in respect of forward currency purchases is also minimal as it aims to pay suppliers in accordance with their stated terms, matching the maturity of the currency purchases. Forward currency contracts are utilised to hedge against the foreign exchange cash flow risk. The Directors do not consider any other risks attaching to the use of financial instruments to be material to the assessment of its financial position or profit.
The Group's policy on research and development is to maintain expenditure at a level to ensure, where appropriate, that all products retain their competitive position in the marketplace.
Information regarding the performance of the Group in the period, principal risks and uncertainties and the future developments of the Group have been disclosed in the Strategic Report.
Qualifying third party indemnity provisions
The Company made qualifying third-party indemnity provisions for the benefit of its Directors during the period which remain in force at the date of this report.
There have been no significant events affecting the Group since the year end to the date of this Report.
The auditor, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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PGSA HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the Board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS LIMITED
We have audited the financial statements of PGSA 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 Sheets, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes, 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).
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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 or 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.
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PGSA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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PGSA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS LIMITED (CONTINUED)
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PGSA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS LIMITED (CONTINUED)
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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience and through discussions and enquiries of the Directors and management (as required by auditing standards), inspection of the Group's regulatory and legal correspondence and discussed with the Directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, anti-bribery and corruption, human rights and employment law, GDPR, trade/import and Fire-Gas regulations compliance. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charge with governance as to whether the Group complies with such regulations; enquiries of management and those charge with governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation, review of Board minutes, testing the appropriateness of journal entries and the performance of analytical review procedures to identify any unexpected movements in account balances which may be indicative of fraud. The likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the Group'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 irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with 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 Auditor's Report.
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PGSA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditor
Fitzroy House
Crown Street
Suffolk
IP1 3LG
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
The notes on pages 18 to 40 form part of these financial statements.
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COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
The notes on pages 18 to 40 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PGSA Holdings Limited (the "Company") is a private company limited by shares and incorporated in England and Wales. The registered office address is 106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk, IP6 0NL. The principal activity of the Company is that of group management services and an investment holding Company. The principal activity of the Group is that of the selling of commercial catering equipment and the provision of aftercare on these products.
2.Accounting policies
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 judgment 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:
The consolidated financial statements present the results of the Parent Company and its subsidiaries (together 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 Parent Company is included in the consolidated financial statements, and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The disclosure exemption from preparing a separate Parent Company statement of cash flows has been applied.
The Directors have considered the principal risks and uncertainties included in the Strategic Report in preparing its forecasts as part of its going concern assessment. The Directors have prepared cashflow forecasts to 31 December 2026 and budgets to 31 December 2029, which indicate that the Company has sufficient resources available to meet its liabilities as they fall due and to continue to trade. Accordingly, the Directors consider that it is appropriate to prepare the financial statements on a going concern basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Revenue from machine services - the date the service took place. Revenue from the sale of maintenance contracts is recognised over the period to which the contract relates.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 Group 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 of 10 years.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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 with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
Basic 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
discharged or cancelled.
Useful economic lives of property, plant and equipment The annual depreciation charge for property, plant and equipment is sensitive to changes in the useful economic lives and residual values of assets. The economic lives and residual values are re-assessed annually. They are revised when necessary to reflect current estimates, based on recoverability and expected economic utilisation of the asset. Valuation of stocks Determined whether there are any indications of impairment of the Group's stock. Factors taken into consideration in reaching such a decision include the current and forecast market conditions, product life cycle, levels of sales in the past two years, current levels of demand, and likely selling price. Recoverability of trade debtors A provision for bad debts is made where it is identified that a trade debtor may not be recoverable in full by the Group. The bad debt provision is made on a specific basis against customer balances where they are not considered recoverable based upon payment history and aging profile. Valuation of fixed asset investment Determined whether there are indicators of impairment of the Company's investment in HTG Investments Limited. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance and planned dividend policy of the investment. No impairment indicators were identified. Valuation of Goodwill Determined whether there are indicators of impairment of the acquired goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the Group. No impairment indicators were identified.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 35 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Included in other creditors is deferred consideration which is payable in two instalments, £350,000 by 5 August 2025 and £250,000 by 5 August 2026, the amount due has been discounted using a market rate of interest of 7.5%. During 2025 the amount due by 5 August 2025 was deferred until after the year end.
The loan is secured by a fixed and floating charge over the property and undertakings of the Group to Triple Point Advancr Leasing Plc. The loan was called in full before the year end and has therefore been recalssified as due within one year in the current year.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 37 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
21.Deferred taxation (continued)
Share premium account
Profit and loss account
The Company and fellow group undertakings have a fixed and floating charge over the property and undertakings of the PGSA Holdings Limited Group to Triple Point Advancr Leasing Plc.
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered funds. The pension cost charge represents contributions payable by the Group to the fund and amounted to £182,738 (2024 - £140,264). Contributions amounting to £25,722 (2024 - £20,783) were payable to the fund at the reporting date and are included in other creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
27.Other financial commitments
The Group enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 December 2025, the outstanding contracts all mature within 12 months of the year end.
The Group is committed to buy US$7,645,000 (2024 - US$5,890,000) and €1,200,000 (2024 - €5,650,000) and pay a fixed sterling amount. The forward currency contracts measured at fair value at 31 December 2025 amounted to an asset of £159,362 (2024 - £82,796). The fair values of the assets and liabilities held at fair value through the profit and loss at the reporting date are determined using foreign exchange forward rates (source: Bloomberg) for the currency forward contracts and The Bloomberg Stochastic Local Volatility Model For FX Exotics model which captures the probability-based effect of the optionality using a Black Scholes model for the option dated forwards. At 31 December 2025, the fair value movement on forward currency contracts was a loss of £102,258. (2024 - gain of £81,064).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The ultimate controlling parties are S A Aspin and P J Gray due to their shareholding in the Company.
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