Registered number: 08840396

TPI Soar Ltd

Annual Report and ​​Financial Statements

For the year ended 31 December 2025

​Directors

Daniel Bush
Rosalind Spinage

Registered number

08840396​

Registered office

​​Touchpoint​
Wainwright Road​
​
Worcester​
​
WR4 9FA​

Independent auditors

MHA
Exchange Station
Tithebarn Street
Liverpool
L2 2QP

Introduction

TPI Soar Ltd is a limited company incorporated in England and Wales, its registered office is Touchpoint, Wainwright Road, Worcester, WR4 9FA. The Company is reporting for the year ended 31 December 2025.

Business review

The Company is a wholly owned subsidiary of Touch Point Investments UK Ltd and operates as part of the group's European division.

The Company's principal activity is as a holding company.

The directors are not aware, at the date of this report, of any likely major changes to the Company's activities in the next year.

The statement of financial position included in these financial statements shows the Company's financial position at the year end.

Principal risks and uncertainties

The Company's investments are affected by the performance of the European economy, with price pressures evident across most sectors as competitors seek to protect and grow their share of the marketplace.

The management teams in the directly and indirectly controlled subsidiary companies are actively involved in managing these risks.

Liquidity risk

The Company participates in group centralised treasury facilities.

Credit risk

The Company is an investor in its subsidiaries. The directors monitor investment decisions and performance through a process of annual budget preparation, and monthly performance reviews. Group instructions direct policy in the areas of credit control and customer risk management.

Financial key performance indicators

The directors monitor the performance of the investments which the Company owns, and regularly review the suitability of the group structure.

Streamlined Energy and Carbon Reporting

The Company is an intermediate parent undertaking within the UK subgroup headed by Touch Point Investments UK Ltd. 

The energy consumption and greenhouse gas emissions arising from the activities of the Company and the wider UK subgroup are included within the Streamlined Energy and Carbon Reporting disclosures contained in the strategic report of Touch Point Investments UK Ltd. The company itself is deemed to have no determinable energy consumption or greenhouse gas emissions and is considered exempt from separate disclosure because it and the UK group that it heads are included in the strategic report of its ultimate UK parent.

The Directors consider those disclosures to provide the most meaningful information to users of the financial statements as energy use and carbon emissions are monitored and managed on a UK group basis.

Engaging with our stakeholders - Section 172 statement

The Directors of TPI Soar Ltd have acted in a manner they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its member as a whole, having regard to the matters set out in section 172(1) of the Companies Act 2006.

Board structure and engagement with stakeholders

The Company is an investment holding company within the wider TouchPoint group (registered and operating in the United States of America) and does not undertake significant trading activities in its own right. The Directors consider the Company’s principal stakeholders to be its immediate and ultimate parent undertakings, subsidiary and fellow group undertakings, group employees, financing providers, professional advisers and regulatory authorities.

Stakeholder consideration and principal decisions

The principal matters considered by the Board during the year included oversight of subsidiary performance, review of investment carrying values and impairment indicators, assessment of the recoverability of intercompany balances, liquidity and funding arrangements, going concern and ongoing financial support arrangements, and relevant post-balance-sheet transactions. The Directors receive financial and operational information from subsidiary undertakings and consider the long-term financial sustainability of those businesses when making decisions. Although the Company has no direct employees, the Directors consider the impact of significant decisions on employees within the wider group. The Directors also maintain oversight of group funding arrangements and consider the interests of lenders and other financing stakeholders.

Conduct and long term

The Directors seek to maintain high standards of business conduct through compliance with applicable laws and regulations, adherence to group governance procedures and maintenance of an appropriate control environment. In making decisions, the Directors consider the likely long-term consequences, the financial sustainability of the Company and its subsidiaries, the Company’s reputation and the need to act fairly as between members.

Community and environment

The Company itself has limited direct operational impact on the community and environment due to its nature as a holding company. However, the Directors receive information regarding environmental, social and governance matters from subsidiary undertakings and consider these matters when assessing the long-term performance and sustainability of the Company's investments.

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

Daniel Bush

Director

Date: 22 September 2026

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 £148,579 (2024 - loss £557,938).

No dividends were paid during the year (2024: £Nil).

Directors​​​​​

The Directors who served during the year:

Daniel Bush

Rosalind Spinage

Future developments

The directors carefully consider future developments of the Company. However, since the Company is a holding company, the primary focus is on the continual monitoring of investment performance with the aim of generating sufficient returns as required.

Going concern

In performing their assessment of going concern the Directors have considered the ability of the Company to meet its obligations as they fall due for a period of 12 months from the approval of these financial statements. The Directors have a reasonable expectation that TPI Soar Ltd has adequate resources to continue in operational existence over this period. In determining this conclusion the Directors have obtained a letter of support from fellow group undertaking Southco Manufacturing Limited and from the ultimate parent company and ultimate controlling party, Touchpoint Inc, who have confirmed their continuing support not to recall the debts of the company for the going concern period.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Engagement with employees

Applications for employment within the group of which TPI Soar Limited is a part by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group participates in policies and practices to keep employees informed on the matters relevant to them through regular meetings, and notices. Employees are consulted regularly on a wide range of matters affecting their interests.

Qualifying indemnity provisions

As permitted by the Articles of association, the directors have the benefit of an indemnity which is a qualifying third-party indemnity provision defined by section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.

Matters covered in the Strategic report

A review of the business, principal risks and uncertainties and financial and non-financial key performance indicators are included within the strategic report.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the Directors are required to:

• select suitable accounting policies for the Company's financial statements 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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

The directors confirm that:

• so far as each director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
• the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditors

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

Date: 22 September 2026 

Opinion

We have audited the financial statements of TPI Soar Ltd (the 'Company') for the year ended 31 December 2025, which comprise the Income Statement, the Statement of financial position, Statement of changes in equity and the related notes, including 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 profit for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor 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 ethical responsibilities in accordance with those 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 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.

Opinion 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.

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.

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, or returns adequate for our audit have not been received from branches not visited by us; or
• the 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, 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 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.

Our responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

• Enquiries with management about any known or suspected instances of fraud and non-compliance with laws and regulations within the business;
• Reviewing how management identify and track compliance with key laws and regulations.  Scrutinising legal and professional costs incurred for indications of non-compliance and to identify any evidence of ongoing litigation and therefore consequential financial implications;
• Challenging assumptions and judgements made by management in their significant accounting estimates;
• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and,
• Reviewing transactions relating to income, to ensure other income/investment income streams occurred, and are recognised in the correct accounting period.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of noncompliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

Andrew Matthews BFP ACA FCCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Liverpool, United Kingdom

Date:22 September 2026​

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)

The notes on pages 17 to 25 form part of these financial statements.

There was no other comprehensive income for 2025 (2024: £Nil).

The results included above are generated from continuing operations.

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

Date: 22 September 2026 

The notes on pages 17 to 25 form part of these financial statements.

The notes on pages 17 to 25 form part of these financial statements.

TPI Soar Ltd is a private company limited by shares and is incorporated in England & Wales. The address of its registered office is Touchpoint, Wainwright Road, Worcester, WR4 9FA. The entity is reporting for the year ended 31 December 2025.

The principal activity of the Company is that of a holding company.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all periods presented, unless otherwise stated.

The financial statements have been prepared under the historic 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' (FRS 102) and the Companies Act 2006.

The company has taken advantage of the FRS 102 disclosure exemptions available to qualifying entities. On this basis, the company has taken advantage of the exemption, under paragraph 1.12(b), from preparing a statement of cash flows, on the basis that it is a qualifying entity and its ultimate parent company, TouchPoint Inc, includes the company’s cash flows in its consolidated financial statements.

The financial statements are prepared in Pound Sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements relate to the Company as an individual entity and not the group it heads. The company is an indirect wholly owned subsidiary of Touchpoint Inc and is included in the consolidated financial statements of Touchpoint Inc, a company registered in the United States of America. It is included in the consolidated financial statements of Touchpoint Inc, which are publicly available. The company is exempt by virtue of section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements. The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is TouchPoint Inc. The registered address of the ultimate parent undertaking is 2595 Interstate Dr., Ste. 103. Harrisburg, PA, 17110. The group accounts are filed with the UK Registrar of Companies in accordance with the requirements of the Companies Act.

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). 

In performing their assessment of going concern the Directors have considered the ability of the Company to meet its obligations as they fall due for a period of 12 months from the approval of these financial statements. The Directors have a reasonable expectation that TPI Soar Limited has adequate resources to continue in operational existence over this period. In determining this conclusion the Directors have obtained a letter of support from fellow group undertaking Southco Manufacturing Limited and from ultimate parent company and ultimate controlling party, Touchpoint Inc, who have confirmed their continuing support, and not to recall the debts of the company for the going concern period.

Investments in subsidiaries are measured at cost less accumulated impairment.

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.

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.

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.

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.

In the application of the Company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily available from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered 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 if the revision affects only that period, or in the period and future periods if the revision affects both current and future periods.

The Company holds investments in subsidiary undertakings which are stated at cost less provision for impairment, where necessary. Management has exercised significant judgement in assessing the carrying value of these investments, based upon both individual investment performance but also the strategic value of that investment to the wider worldwide group. Where underlying subsidiaries were acquired in line with the strategic objective of the ultimate parent company, such as to establish a presence in key geographical locations or to acquire certain customer relationships, these investments were made with the expectation of delivering long term strategic benefit to the wider group; rather than short term individual financial returns. As such, in forming their judgement on the carrying value of fixed asset investments, the directors have used aspects of significant judgement. These judgements include assessing the financial benefit gained by the ultimate parent (US group) company through its related party trade with these investments, the expected longevity of the investment ownership and the expected growth trajectory of an investment up to 10 years into the future, when assessing value using the Discounted Cash Flow model. Judgement is also applied when assessing an investment as being an individual Cash Generating Unit and its value is assessed on an individual entity basis. However, where the services of that entity cannot be separately valued and feed into a wider CGU (as a department or supplier into the wider worldwide group), management assess its value as a contributor to overall performance. Investment value is compared against a number of metrics, including the net assets of the CGU, its value based upon a discounted cashflow model, or its value based upon a judgement on a fair market sales price using average multiples of EBITDA. Where management assess that the subsidiary investment remains of strategic value to the wider ultimate parent company, due to the services it provides and contribution it makes to group profitability, investments remaining at their historical cost may be considered the most appropriate policy. Where the carrying amount of an investment is judged to exceed its recoverable amount, an impairment loss is recognised.

The audit fee in relation to services provided to TPI Soar Ltd amounting to £3,774 (2024: £3,431) has been borne by a fellow subsidiary of the group.

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL). Directors are remunerated through other companies in the Group.

Factors affecting tax credit for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25.00%. The differences are explained below:

Subsidiary undertakings

The following were subsidiary undertakings of the Company:

*held indirectly

In 2025 three subsidiaries indirectly held through Soar TPI (Holdings) Ltd were dissolved; this had no direct impact upon the carrying value of the investments in the company.

None of these indirectly owned subsidiaries had any investment value and so no impairment or write down has taken place.

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

Amounts owed to group undertakings are unsecured, attract interest at between 2% and 3% fixed per annum and are repayable on demand.