Registered number: 08840424
Soar TPI (Holdings) Ltd
Annual Report and Financial Statements
For the year ended 31 December 2025
Company information
Directors
Daniel Bush
Rosalind Spinage
Registered number
08840424
Registered office
Touchpoint
Wainwright Road
Worcester
WR4 9FA
Independent auditors
MHA
Exchange Station
Tithebarn Street
Liverpool
L2 2QP
Soar TPI (Holdings) Ltd
Soar TPI (Holdings) Ltd
Strategic report
For the year ended 31 December 2025
Introduction
Soar TPI (Holdings) Limited 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's immediate parent is TPI Soar Ltd and operates as part of the group's European division.
The Company's principal activity is that of 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 contained within 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 market place.
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.
2
Soar TPI (Holdings) Ltd
Strategic report
For the year ended 31 December 2025
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 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 Soar TPI (Holdings) 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.
3
Soar TPI (Holdings) Ltd
Strategic report
For the year ended 31 December 2025
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 |
4
Soar TPI (Holdings) Ltd
Directors' report
For the year ended 31 December 2025
The Directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The loss for the year, after taxation, amounted to £1,684,417 (2024 - loss £883,537). No dividends were paid during the year (2024: £Nil).
Directors
The Directors who served during the year were:
Daniel Bush
Rosalind Spinage
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 Soar TPI (Holdings) 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, a company incorporated in the USA, who have confirmed their continuing support, and to not recall the debts of the company for the going concern period.
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.
Post balance sheet events
On the 18th May 2026, Soar TPI made a capital contribution to increase the investment in Touch Point Medical Nordic AS to the value of EUR 3 million.
5
Soar TPI (Holdings) Ltd
Directors' report
For the year ended 31 December 2025
Engagement with employees
Applications for employment within the group by disabled persons are always fully considered in line with group policies, 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 with 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 has 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.
6
Soar TPI (Holdings) Ltd
Directors' report
For the year ended 31 December 2025
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 the Directors are 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.
7
Soar TPI (Holdings) Ltd
Directors' report
For the year ended 31 December 2025
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.
| Daniel Bush | |
| Director | |
Date: 22 September 2026
8
Soar TPI (Holdings) Ltd
Independent auditors' report to the members of Soar TPI (Holdings) Ltd
Opinion
We have audited the financial statements of Soar TPI (Holdings) Ltd (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the 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 loss 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.
9
Soar TPI (Holdings) Ltd
Independent auditors' report to the members of Soar TPI (Holdings) Ltd
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, 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.
10
Soar TPI (Holdings) Ltd
Independent auditors' report to the members of Soar TPI (Holdings) Ltd
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.
11
Soar TPI (Holdings) Ltd
Independent auditors' report to the members of Soar TPI (Holdings) Ltd
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)
12
Soar TPI (Holdings) Ltd
Statement of comprehensive income
For the year ended 31 December 2025
Note
| 2025
£
| 2024
£
| ||||
|---|---|---|---|---|---|---|
Administrative expenses
|
(746)
|
(67,194)
| ||||
Other operating income
|
-
)
|
83,492
)
| ||||
Exceptional costs on sale of subsidiary
|
-
)
|
(1,108,299)
| ||||
Operating loss
|
4
|
(746)
|
(1,092,001)
| |||
Acquisition holdback costs waived
|
-
)
|
1,000,000
)
| ||||
Income from fixed asset investments
|
1,177
)
|
398
)
| ||||
Profit on disposal of investments
|
3,168,472
)
|
16,169,025
)
| ||||
Amounts written off investments
|
(3,600,000)
|
(17,400,000)
| ||||
Interest receivable and similar income
|
8
|
91,776
)
|
1,003,562
)
| |||
Interest payable and similar expenses
|
9
|
(1,762,960)
|
(564,561)
| |||
Loss before tax
|
(2,102,281)
|
(883,577)
| ||||
Tax on (loss)/profit
|
10
|
417,864
)
|
40
)
| |||
Loss for the financial year
|
(1,684,417)
|
(883,537)
|
The notes on pages 16 to 29 form part of these financial statements.
The results included above are generated from continuing operations
13
Soar TPI (Holdings) Ltd
Registered number: 08840424
Statement of financial position
As at 31 December 2025
Note
| 2025
£
| 2024
£
| ||||
|---|---|---|---|---|---|---|
Fixed assets
|
)
|
)
| ||||
Investments
|
12
|
57,177,202
)
|
58,240,858
)
| |||
57,177,202
)
|
58,240,858
)
| |||||
Current assets
|
)
|
)
| ||||
Deferred tax
|
16
|
417,982
)
|
-
)
| |||
Debtors: amounts falling due within one year
|
13
|
2,932,092
)
|
3,400,233
)
| |||
Cash at bank and in hand
|
14
|
2,648
)
|
1,187
)
| |||
3,352,722
)
|
3,401,420
)
| |||||
Creditors: amounts falling due within one year
|
15
|
(35,266,565)
|
(34,694,502)
| |||
Net current liabilities
|
(31,913,843)
|
(31,293,082)
| ||||
Total assets less current liabilities
|
25,263,359
)
|
26,947,776
)
| ||||
Net assets
|
25,263,359
)
|
26,947,776
)
| ||||
)
|
)
| |||||
Capital and reserves
|
)
|
)
| ||||
Called up share capital
|
17
|
26,024,253
)
|
26,024,253
)
| |||
Profit and loss account
|
18
|
(760,894)
|
923,523
)
| |||
25,263,359
)
|
26,947,776
)
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf:
| Daniel Bush | |
| Director | |
Date: 22 September 2026
The notes on pages 16 to 29 form part of these financial statements.
14
Soar TPI (Holdings) Ltd
Statement of changes in equity
For the year ended 31 December 2025
Called up share capital
£
| Profit and loss account
£
| Total
£
| ||||
|---|---|---|---|---|---|---|
At 1 January 2024
|
26,024,253
)
|
1,807,060
)
|
27,831,313
)
| |||
Comprehensive income for the year
| ||||||
Loss for the year
|
-
)
|
(883,537)
|
(883,537)
| |||
Total comprehensive income for the year
|
-
)
|
(883,537)
|
(883,537)
| |||
At 1 January 2025
|
26,024,253
)
|
923,523
)
|
26,947,776
)
| |||
Comprehensive income for the year
| ||||||
Loss for the year
|
-
)
|
(1,684,417)
|
(1,684,417)
| |||
Total comprehensive income for the year
|
-
)
|
(1,684,417)
|
(1,684,417)
| |||
At 31 December 2025
|
26,024,253
)
|
(760,894)
|
25,263,359
)
|
The notes on pages 16 to 29 form part of these financial statements.
15
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
General information
Soar TPI (Holdings) Ltd is a limited company incorporated in England & Wales, with a registered office at 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.
Accounting policies
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.
Basis of preparation of financial statements
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 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 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 represent the trade of the company and not that of the group it heads. The company is an indirectly wholly owned subsidiary of Touchpoint Inc, a company incorporated 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 ).
16
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Accounting policies
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 Soar TPI (Holdings) 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, and not to recall the debts of the Company for the going concern period.
Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
17
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Accounting policies
Interest income
Interest income is recognised in profit or loss using the effective interest method.
Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
- The recognition of deferred tax assets is limited to the extent that it is probable that they will berecovered against the reversal of deferred tax liabilities or other future taxable profits.
- Any deferred tax balances are reversed if and when all conditions for retaining associated taxallowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect ofbusiness combinations, when deferred tax is recognised on the differences between the fair values ofassets acquired and the future tax deductions available for them and the differences between the fairvalues of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determinedusing tax rates and laws that have been enacted or substantively enacted by the reporting date.
18
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Accounting policies
Financial instruments
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.
19
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Accounting policies
Foreign currency translation
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
20
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Judgements in applying accounting policies and key sources of estimation uncertainty
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.
Investments in subsidiaries
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 cash flow 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.
21
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Judgements in applying accounting policies and key sources of estimation uncertainty
Recoverability of Intercompany debtors
The assessment of the recoverability of amounts owed by group undertakings is a critical judgement due to the materiality of these balances. Management has evaluated the expected ability of the related parties to settle the amounts due, taking into account their current and forecast financial performance, cash flow projections and wider group support. The outcome of this assessment requires significant judgement and may be affected by future economic and trading conditions. No impairment has been recognised in respect of these balances at the reporting date.
Operating loss
The operating loss is stated after charging:
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Exchange differences
|
(819)
|
(49,461)
|
Auditors' remuneration
The audit fee in relation to services provided to Soar TPI (Holdings) Limited amounting to £3,872 (2024: £3,431) has been borne by a fellow subsidiary of the group.
Employees
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.
Income from fixed asset investments
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Dividends receivable from subsidiaries
|
1,177
)
|
398
)
|
22
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Interest receivable and similar income
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Bank interest receivable
|
74
)
|
5,384
)
| ||
Foreign exchange on loans with group companies
|
-
)
|
720,998
)
| ||
Interest receivable from group companies
|
91,702
)
|
277,180
)
| ||
91,776
)
|
1,003,562
)
|
Interest payable and similar expenses
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Foreign exchange on loans with group companies
|
1,263,053
)
|
-
)
| ||
Interest payable on loans with group companies
|
499,907
)
|
564,561
)
| ||
1,762,960
)
|
564,561
)
|
Taxation
Description
| 2025
£
| 2024
£
| ||
|---|---|---|---|---|
Foreign tax suffered
|
118
)
|
(40)
| ||
Total current tax
|
118
)
|
(40)
| ||
)
|
)
| |||
Losses
|
(417,982)
|
)
| ||
Total deferred tax
|
(417,982)
|
)
| ||
)
|
)
| |||
Taxation on (loss)/profit on ordinary activities
|
(417,864)
|
(40)
|
23
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Taxation
Factors affecting tax charge 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:
Reconciliation of tax credit
| 2025
£
| 2024
£
| ||
|---|---|---|---|---|
Profit/(loss) before tax
|
(2,102,281)
|
(883,577)
| ||
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%)
|
(525,571)
|
(220,894)
| ||
Effects of:
|
)
|
)
| ||
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
900,001
)
|
4,655,910
)
| ||
Impact of overseas tax rates
|
-
)
|
(40)
| ||
Non-taxable income
|
(792,412)
|
(4,292,357)
| ||
Withholding tax on exempt dividends
|
118
)
|
-
)
| ||
Group relief
|
-
)
|
(142,659)
| ||
Total tax credit for the year
|
(417,864)
|
(40)
|
Exceptional items
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Legal costs relating to disposal of investment
|
-
)
|
1,108,299
)
| ||
-
)
|
1,108,299
)
|
24
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Fixed asset investments
Investments in subsidiaries
£
| ||
|---|---|---|
Cost or valuation
|
)
| |
At 1 January 2025
|
75,640,858
)
| |
Additions
|
2,536,344
)
| |
At 31 December 2025
|
78,177,202
)
| |
)
| ||
Impairment
|
)
| |
At 1 January 2025
|
17,400,000
)
| |
In the year
|
3,600,000
)
| |
At 31 December 2025
|
21,000,000
)
| |
)
| ||
Net book value at 31 December 2025
|
57,177,202
)
| |
Net book value at 31 December 2024
|
58,240,858
)
|
In November 2025 Soar TPI made capital contributions of £2,187,238 in its subsidiary Touch Point Medical NV.
In December 2025 Soar TPI increased the hold-back and earnout provision for Multix Srl by £349,106, increasing its investment in the subsidiary.
Soar TPI regularly reviews investments held for impairment and made an impairment charge during the year relating to Touch Point Medical Nordic AS.
Subsidiary undertakings
Name
| Country of Incorporation
| Principal activity
| Class of shares
| Holding
%
| ||||
|---|---|---|---|---|---|---|---|---|
Supply Point Systems Limited
|
UK
|
Manufacturing
|
Ordinary
|
100.00
)
| ||||
Supply Point Systems SRL*
|
Italy
|
Distribution
|
Ordinary
|
100.00
)
|
25
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Fixed asset investments
Name
| Country of Incorporation
| Principal activity
| Class of shares
| Holding
%
| ||||
|---|---|---|---|---|---|---|---|---|
Supply Point Systems Pvt. Ltd*
|
India
|
Distribution
|
Ordinary
|
100.00
)
| ||||
Supply Point Systems (Shanghai) Co. Ltd*
|
China
|
Distribution
|
Ordinary
|
100.00
)
| ||||
Supply Point Systems GmbH*
|
Germany
|
Distribution
|
Ordinary
|
100.00
)
| ||||
Supply Point Systems Brasil Ltda
|
Brazil
|
Manufacturing
|
Ordinary
|
100.00
)
| ||||
ITD GmbH
|
Germany
|
Manufacturing
|
Ordinary
|
100.00
)
| ||||
ITD Australia Pty Limited*
|
Australia
|
Distribution
|
Ordinary
|
100.00
)
| ||||
ITD Medical Technology Products (Shanghai) Co. Ltd*
|
China
|
Distribution
|
Ordinary
|
100.00
)
| ||||
ITD Medical Tech Pvt Ltd*
|
India
|
Manufacturing
|
Ordinary
|
100.00
)
| ||||
TouchPoint Medical NV
|
Belgium
|
Manufacturing
|
Ordinary
|
100.00
)
| ||||
TouchPoint Medical Shanghai Co. Ltd
|
China
|
R&D
|
Ordinary
|
100.00
)
| ||||
Southco Poland sp. z o.o.
|
Poland
|
Manufacturing
|
Ordinary
|
100.00
)
| ||||
TouchPoint Medical Nordic AS
|
Norway
|
Distribution
|
Ordinary
|
100.00
)
| ||||
TouchPoint Medical Nordic AB*
|
Sweden
|
Distribution
|
Ordinary
|
100.00
)
| ||||
TouchPoint Medical Nordic OY*
|
Finland
|
Distribution
|
Ordinary
|
100.00
)
| ||||
Morse Watchmans UK
|
UK
|
Manufacturing
|
Ordinary
|
100.00
)
| ||||
Parity Computers Ltd
|
UK
|
Manufacturing
|
Ordinary
|
100.00
)
| ||||
Multix Srl
|
Italy
|
Manufacturing
|
Ordinary
|
100.00
)
| ||||
Darshana Pvt Ltd
|
India
|
Manufacturing
|
Ordinary
|
0.04
)
|
*held indirectly
In 2025 three subsidiaries of Soar TPI (Holdings) Ltd were dissolved:
- Parity Medical Ltd - dissolved on 29 July 2025;
- ITD Medical Ltd - dissolved on 5 August 2025;
- Parity Medical Holdings Ltd - dissolved on 28 October 2025.
None of these subsidiaries had any investment value and so no impairment or write down has taken place.
26
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Debtors
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Deferred tax due within one year
|
417,982
)
|
-
)
|
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Due within one year
|
)
|
)
| ||
Amounts owed by group undertakings
|
2,932,012
)
|
3,400,153
)
| ||
Other debtors
|
80
)
|
80
)
| ||
2,932,092
)
|
3,400,233
)
|
Amounts owed by group undertakings are unsecured, attract interest at between 2% and 3% fixed per annum and are repayable on demand.
Cash and cash equivalents
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Cash at bank and in hand
|
2,648
)
|
1,187
)
|
Creditors: amounts falling due within one year
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Amounts owed to group undertakings
|
33,838,961
)
|
33,430,184
)
| ||
Other creditors
|
1,105,539
)
|
1,264,303
)
| ||
Accruals and deferred income
|
322,065
)
|
15
)
| ||
35,266,565
)
|
34,694,502
)
|
Amounts owed to group undertakings are unsecured, attract interest at between 1.5% and 3% fixed per annum and are repayable on demand.
27
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Deferred taxation
The deferred tax balance is made up as follows:
2025
£
| ||
|---|---|---|
Tax losses carried forward
|
417,982
)
|
2025
£
| 2024
£
| |||
|---|---|---|---|---|
At beginning of year
|
-
)
|
-
)
| ||
Credit to profit or loss
|
417,982
)
|
-
)
| ||
At end of year
|
417,982
)
|
-
)
|
The deferred tax asset is made up as follows:
2025
£
| 2024
£
| |||
|---|---|---|---|---|
Losses
|
417,982
)
|
-
)
| ||
417,982
)
|
-
)
|
Share capital
Allotted, called up and fully paid
| 2025
£
| 2024
£
| |||
|---|---|---|---|---|---|
)
|
)
| ||||
26,024,253 (2024 - 26,024,253) Ordinary shares of £1.00 each
|
26,024,253
)
|
26,024,253
)
|
Reserves
Profit and loss account
Profit and loss account includes all prior and current retained earnings, net of dividends paid.
28
Soar TPI (Holdings) Ltd
Notes to the financial statements
For the year ended 31 December 2025
Guarantees
The Company is party to a fixed and floating debenture originally dated 13 October 2015 and renewed 2 August 2022, over all assets of the Company, in favour of PNC Bank, National Association. This debenture renders the Company jointly and severally liable for all debts, along with its fellow group Companies: Southco Manufacturing Limited, Southco Severn Limited, Touch Point Investments UK Limited, TPI Soar Limited and Supply Point Systems Limited.
Post Balance Sheet events
On the 18th May 2026, Soar TPI made a capital contribution to increase the investment in Touch Point Medical Nordic AS to the value of EUR 3 million.
Related parties
The company has taken advantage of the exemption conferred by Section 33.1A of FRS102, namely from disclosing any transactions entered into between two or more members of a group, provided that any subsdiary which is a party to the transaction is wholly owned by such a member.
Ultimate parent company and controlling party
At 31 December 2025 the immediate parent company was TPI Soar Ltd, a company registered in England and Wales.
The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is TouchPoint Inc, a company registered in the United States of America. Copies of the TouchPoint Inc consolidated financial statements can be obtained from the Company Secretary at 2595 Interstate Dr., Ste. 103. Harrisburg, PA, 17110 and are filed with the UK Registrar of Companies in accordance with s401 of the Companies Act 2006.
29