ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 15819783

TOPAZ GROUP HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

TOPAZ GROUP HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Nabil Naamo
	Mazin Naamo


Registered number	15819783


Registered office	Unit 13
	7 Premier Park Road
	London
	NW10 7NZ


Independent auditors	Hillier Hopkins LLP
	Chartered Accountants & Statutory Auditor
	Radius House
	51 Clarendon Road
	Watford
	Hertfordshire
	WD17 1HP

TOPAZ GROUP HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditors' report	6 - 9
Consolidated profit and loss account	10
Consolidated statement of comprehensive income	11
Consolidated balance sheet	12
Company balance sheet	13
Consolidated statement of changes in equity	14 - 15
Company statement of changes in equity	16
Consolidated statement of cash flows	17 - 18
Consolidated analysis of net debt	19
Notes to the financial statements	20 - 41

TOPAZ GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The Directors present their Strategic Report of Topaz Group Holdings Limited for the year ended 31 December 2025.

The principal activity of the Group is the provision of specialist automotive detailing, paint protection film installation, ceramic coating, vehicle enhancement services, and the sale of related automotive care products.

Business review

During the year, the Group continued to operate within the premium automotive services sector, focusing on high-quality detailing and vehicle protection services delivered through its specialist studios. Performance for the year was in line with the directors’ expectations.

The Group maintained its position within the luxury and performance vehicle market, supported by ongoing demand for paint protection film, ceramic coatings, and bespoke vehicle care services. The directors continued to prioritise service quality, operational efficiency, and customer satisfaction.

The Group also continued to develop its retail offering through the sale of automotive care products, supporting brand presence and customer engagement. In the UK, Topaz Detailing operates multiple studios, including its flagship London facility with additional strategic sites in Bristol, Leeds, the Midlands, Southampton, Hatfield and Scotland. The Group has an international presence in countries like Germany, UAE, Thailand, Romania, Taiwan,Kuwait, Bahrain, Qatar, Saudi Arabia and India.

Topaz Detailing is the world’s most exclusive detailing and paint protection films specialist, handling the largest volume of supercars anywhere in the world.

Operational Review

The Group operates multiple specialist facilities equipped for high-end automotive detailing and protection services. Ongoing investment in facilities, equipment, and staff training has supported consistent service delivery and operational standards across all locations.

The directors remain focused on:
• Maintaining high technical standards and quality control across all services
• Developing staff skills and retention through structured training programmes
• Managing capacity and workflow efficiently to meet customer demand

Financial Performance and Position

The Group’s financial performance for the year is set out in detail in the Profit and Loss Account and Balance Sheet. The balance sheet remains sound, supported by appropriate levels of working capital and cash resources. The directors continue to monitor cash flow closely to ensure the Group can meet its obligations as they fall due. The directors consider the Group to be a going concern and have a reasonable expectation that adequate resources exist for the foreseeable future.

Page 1

TOPAZ GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The directors have identified the principal risks and uncertainties that may affect the Group's performance and future prospects.

Market and Economic Risk
Demand for premium automotive services is influenced by broader economic conditions and levels of discretionary consumer spending. This risk is mitigated through a strong brand reputation and a diversified customer base.

Operational and Quality Risk
The Company operates within a specialist sector where service quality is critical. Risks associated with workmanship, service delivery, and warranty obligations are mitigated through strict quality control procedures, staff training, and management oversight.

Supply Chain Risk
The Company relies on specialist materials and products, including paint protection films and coatings. Supply disruption or price volatility could impact operations. This risk is managed through supplier relationships and inventory planning.

Reputational Risk
The Group's reputation is a key asset. Any failure to meet customer expectations could adversely impact brand value. This risk is mitigated through high service standards, customer communication, and post-service support.

Financial key performance indicators

The directors use a range of financial and non-financial KPIs to assess performance and support decision-making.

Financial KPIs
• Revenue growth
• Gross margin
• Operating profit
• Cash flow performance

Non-Financial KPIs
• Customer satisfaction and retention
• Service quality and warranty claims
• Operational efficiency and capacity utilisation

Page 2

TOPAZ GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Employees

The Group recognises that its employees are central to its success. The directors continue to promote training, development, and a safe working environment. Employee engagement and retention remain priorities.

Environmental and Social Matters

The Group seeks to operate responsibly and minimise its environmental impact. This includes:
• Responsible handling and disposal of materials and chemicals
• Efficient use of resources within studio operations
• Ongoing review of products and processes to reduce environmental impact
Given the nature and scale of the Group’s operations, the directors consider environmental risks to be manageable.

Future developments

The Group intends to continue developing its core service offering while maintaining strict control over quality and operational standards. The directors will continue to assess opportunities for growth, including service enhancement, facility investment, and operational improvements.
The directors remain confident that the Group is well positioned to continue operating successfully within its market with a very strong and reputable brand Topaz.

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

Nabil Naamo

Director

Date: 3 August 2026

Page 3

TOPAZ GROUP HOLDINGS LIMITED

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.

Directors' responsibilities statement

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.

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 the Group and of the profit or loss of the Group for that period.

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;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that 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 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.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £2,283,350 (2024 - £250,416).

Dividends of £1,856,853 (2024: £110,615) were declared and paid during the period of which £30,000 (2024: £24,450) were allocated to minority interest shareholders.

Directors

The directors who served during the year were:

Nabil Naamo

Mazin Naamo

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 4

TOPAZ GROUP HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Post balance sheet events

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

Auditors

The auditors, Hillier Hopkins LLP, 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.

Nabil Naamo

Director

Date: 3 August 2026

Page 5

TOPAZ GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOPAZ GROUP HOLDINGS LIMITED

Opinion

We have audited the financial statements of Topaz Group Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's 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 Auditors' 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.

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 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.

Page 6

TOPAZ GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOPAZ GROUP HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 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.

Matters on which we are required to report by exception

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.

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

∙the Parent 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.

Page 7

TOPAZ GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOPAZ GROUP HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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:

∙the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;

∙the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management about their own identification and assessment of the risks of irregularities;

∙any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:

°identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

∙the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and relevant tax legislation.

Page 8

TOPAZ GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOPAZ GROUP HOLDINGS LIMITED (CONTINUED)

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 non-compliance. 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 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 Auditors' 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 Auditors' 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.

Louise Cherry ACA (Senior statutory auditor)

for and on behalf of

Hillier Hopkins LLP

Chartered Accountants & Statutory Auditor

Radius House

51 Clarendon Road

Watford

Hertfordshire

WD17 1HP

3 August 2026

Page 9

TOPAZ GROUP HOLDINGS LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	18,987,522	11,334,425
Cost of sales		(9,858,421)	(4,378,371)
Gross profit		9,129,101	6,956,054
Administrative expenses		(6,702,446)	(6,557,148)
Operating profit		2,426,655	398,906
Interest receivable and similar income	9	871	191
Interest payable and similar expenses	10	(128,291)	(78,533)
Profit before tax		2,299,235	320,564
Tax on profit	11	(77,690)	16,963
Profit for the financial year		2,221,545	337,527

Profit for the year attributable to:
Non-controlling interests	(61,805)	87,111
Owners of the Parent Company	2,283,350	250,416
	2,221,545	337,527

The notes on pages 20 to 41 form part of these financial statements.

Page 10

TOPAZ GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

				2025	2024
			Note	£	£

Profit for the financial year	2,221,545	337,527
Other comprehensive income
Currency translation differences	(64,113)	43,695
Other comprehensive income for the year	(64,113)	43,695
Total comprehensive income for the year	2,157,432	381,222

Profit for the year attributable to:
Non-controlling interest	(61,805)	87,111
Owners of the Parent Company	2,283,350	250,417
	2,221,545	337,528

The notes on pages 20 to 41 form part of these financial statements.

Page 11

TOPAZ GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 15819783

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	14		1,360,987		1,087,534
Current assets
Stocks	16	148,013		143,548
Debtors: amounts falling due within one year	17	3,018,194		2,006,706
Cash at bank and in hand	18	735,652		952,660
		3,901,859		3,102,914
Creditors: amounts falling due within one year	19	(3,780,372)		(3,299,074)
Net current assets/(liabilities)			121,487		(196,160)
Total assets less current liabilities			1,482,474		891,374
Creditors: amounts falling due after more than one year	20		(589,173)		(256,203)
Provisions for liabilities
Deferred taxation	23		-		(42,479)
Net assets			893,301		592,692

Capital and reserves
Called up share capital	24	100	100
Foreign exchange reserve	25	(36,886)	27,227
Profit and loss account	25	932,602	476,075
Equity attributable to owners of the Parent Company		895,816	503,402
Non-controlling interests		(2,515)	89,290
		893,301	592,692

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

Nabil Naamo

Director

Date: 3 August 2026

The notes on pages 20 to 41 form part of these financial statements.

Page 12

TOPAZ GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 15819783

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	14		799		-
Investments	15		106,777		306,677
			107,576		306,677
Current assets
Debtors: amounts falling due within one year	17	841,652		-
Cash at bank and in hand	18	44,737		250
		886,389		250
Creditors: amounts falling due within one year	19	(655,305)		(306,827)
Net current assets/(liabilities)			231,084		(306,577)


Net assets			338,660		100

Capital and reserves
Called up share capital	24		100		100
Profit for the year		2,165,383		-
Other changes in the profit and loss account		(1,826,823)		-
Profit and loss account carried forward			338,560		-
			338,660		100

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

Nabil Naamo

Director

Date: 3 August 2026

The notes on pages 20 to 41 form part of these financial statements.

Page 13


		TOPAZ GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 January 2025	100	27,227	476,075	503,402	89,290	592,692
Comprehensive income for the year
Profit for the year	-	-	2,283,350	2,283,350	(61,805)	2,221,545
Currency translation differences	-	(64,113)	-	(64,113)	-	(64,113)
Other comprehensive income for the year	-	(64,113)	-	(64,113)	-	(64,113)
Total comprehensive income for the year	-	(64,113)	2,283,350	2,219,237	(61,805)	2,157,432
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(1,826,823)	(1,826,823)	(30,000)	(1,856,823)
Total transactions with owners	-	-	(1,826,823)	(1,826,823)	(30,000)	(1,856,823)
At 31 December 2025	100	(36,886)	932,602	895,816	(2,515)	893,301

The notes on pages 20 to 41 form part of these financial statements.

Page 14


		TOPAZ GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 January 2024	100	(16,468)	311,824	295,456	26,629	322,085
Comprehensive income for the year
Profit for the year	-	-	250,416	250,416	87,111	337,527
Currency translation differences	-	43,695	-	43,695	-	43,695
Other comprehensive income for the year	-	43,695	-	43,695	-	43,695
Total comprehensive income for the year	-	43,695	250,416	294,111	87,111	381,222
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(86,165)	(86,165)	(24,450)	(110,615)
Total transactions with owners	-	-	(86,165)	(86,165)	(24,450)	(110,615)
At 31 December 2024	100	27,227	476,075	503,402	89,290	592,692

The notes on pages 20 to 41 form part of these financial statements.

Page 15

TOPAZ GROUP HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2025	100	-	100
Comprehensive income for the year
Profit for the year	-	2,165,383	2,165,383
Contributions by and distributions to owners
Dividends: Equity capital	-	(1,826,823)	(1,826,823)
Total transactions with owners	-	(1,826,823)	(1,826,823)
At 31 December 2025	100	338,560	338,660

The notes on pages 20 to 41 form part of these financial statements.

Page 16

TOPAZ GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	2,221,545	337,527
Adjustments for:
Depreciation of tangible assets	401,484	154,017
Loss on disposal of tangible assets	(51,955)	9,859
Interest paid	128,291	78,533
Interest received	(871)	(191)
Taxation charge	77,690	(16,963)
(Increase) in stocks	(4,465)	(106,293)
(Increase)/decrease in debtors	(977,675)	101,493
Increase in creditors	273,490	243,395
Increase in provisions	-	14,025
Corporation tax (paid)	(66,360)	(27,576)
Foreign exchange movements	(64,113)	43,695
Net cash generated from operating activities	1,937,061	831,521

Cash flows from investing activities
Purchase of tangible fixed assets	(273,805)	(71,581)
Sale of tangible fixed assets	55,000	-
Interest received	871	191
HP interest paid	(68,169)	(26,132)
Net cash from investing activities	(286,103)	(97,522)

Page 17

TOPAZ GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
Repayment of loans	(150,000)	(94,263)
Other new loans	362,649	-
Repayment of/new finance leases	(65,827)	(107,997)
Dividends paid	(1,826,823)	(86,165)
Interest paid	(60,122)	(52,401)
Dividends paid to non-controlling interests	(30,000)	(24,450)
Net cash used in financing activities	(1,770,123)	(365,276)
Net (decrease)/increase in cash and cash equivalents	(119,165)	368,723
Cash and cash equivalents at beginning of year	854,817	486,094
Cash and cash equivalents at the end of year	735,652	854,817

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	735,652	952,660
Bank overdrafts	-	(97,843)
	735,652	854,817

The notes on pages 20 to 41 form part of these financial statements.

Page 18

TOPAZ GROUP HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	New finance leases	At 31 December 2025
£	£	£	£

Cash at bank and in hand	952,660	(217,008)	-	735,652
Bank overdrafts	(97,843)	97,843	-	-
Debt due after 1 year	(218,775)	218,775	-	-
Debt due within 1 year	(442,342)	(444,865)	-	(887,207)
Finance leases	(710,687)	353,788	(692,140)	(1,049,039)
	(516,987)	8,533	(692,140)	(1,200,594)

The notes on pages 20 to 41 form part of these financial statements.

Page 19

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Topaz Group Holdings Limited is a private company limited by shares incorporated in England and Wales within the United Kingdom. The address of the registered office is Unit 13, 7 Premier Park Road, London, NW10 7NZ.

The principal activity of the group in the year under review is that of maintenance and repair of motor vehicles.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the 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 Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("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 originally acquired using the merger method, meaning all assets and liabilities of acquired subsidiaries have been originally recognised at historic cost at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 20

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to operate for the foreseeable future and will be able to meet its liabilities as they fall due. The validity of this assumption is dependent on the continued financial support of the company’s directors and the creditors.

In assessing the appropriateness of the going concern assumption, the directors have considered the Group’s financial position, liquidity, and ability to generate future cash flows. Based on this assessment, the directors believe that the Group has sufficient resources to continue operating for the foreseeable future.

However, should the Group be unable to continue as a going concern, adjustments would be required to the carrying amounts of assets and liabilities. These adjustments may include reducing the value of assets to their realisable amounts, reclassifying fixed assets as current assets, reclassifying long-term liabilities as current liabilities, and providing for any further liabilities that may arise.

The directors continue to monitor the Group’s financial position with a view to taking appropriate actions to ensure the Group’s continued viability.

2.4

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 Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 21

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

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.

Page 22

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Borrowing costs

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

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered 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 tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 23

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Long-term leasehold property	-	15%	reducing balance
Short-term leasehold property	-	10%	straight line
Plant and machinery	-	25%	reducing balance
Motor vehicles	-	25%	reducing balance
Fixtures and fittings	-	15%	reducing balance
Office equipment	-	25%	straight line
Computer equipment	-	25%	reducing balance

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.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 24

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

Debtors

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

2.17

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.18

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.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.20

Financial instruments

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

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.

Page 25

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

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.

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.

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 26

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

The preparation of the financial statements in conformity with generally accepted accounting principles requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that the critical accounting policies where judgments or estimations are necessarily applied are summarised below.

Impairment
The Directors have considered the valuation of fixed asset investments which are carried at cost less impairment. Changes in the circumstances or expectations of future performance of the underlying assets may be an indicator that the investment is impaired requiring the book value to be written down to its recoverable amount. Impairments are reversed if conditions for impairment are no longer present. Due to their nature, evaluating whether an investment is impaired or not requires a significant degree of judgement and may to a large extent depend on the assumptions made in its evaluation. The Directors have concluded that the valuation of fixed asset investments as at the year end are appropriate.

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

	Maintenance and motor vehicle repair	18,987,522	11,334,425

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	15,962,463	10,659,197
Rest of the world	3,025,059	675,228

	Exchange differences	(390)	3,687
	Other operating lease rentals	113,178	136,982

Page 27

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

45,000

40,000

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	6,181,345	4,517,491	705,658	-
Social security costs	764,193	437,689	88,054	-
Cost of defined contribution scheme	109,667	80,352	14,943	-
	7,055,205	5,035,532	808,655	-

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Directors	133	108	2	2

8.	Directors' remuneration
		2025	2024
		£	£

	Directors' emoluments	80,000	80,000

9.	Interest receivable
		2025	2024
		£	£

Other interest receivable

871

191

Page 28

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	15,478	30,196
Other loan interest payable	44,442	20,490
Finance leases and hire purchase contracts	68,169	26,132
Other interest payable	202	1,715
	128,291	78,533

Corporation tax
Current tax on profits for the year	119,446	4,707
Adjustments in respect of previous periods	6,784	(8,120)

Total current tax	126,230	(3,413)

Deferred tax
Origination and reversal of timing differences	(48,540)	(13,550)
Total deferred tax	(48,540)	(13,550)


	Tax on profit	77,690	(16,963)

Page 29

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

Profit on ordinary activities before tax

2,299,235

320,565

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	574,809	80,141
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	23,101	27,969
Capital allowances for year in excess of depreciation	(10,615)	(2,666)
Utilisation of tax losses	(139,941)	(57,139)
Tax differences on overseas earnings	(515,918)	(73,647)
Adjustments to tax charge in respect of prior periods	6,784	(8,120)
Unrelieved tax losses carried forward	162,330	32,419
Other differences leading to an increase (decrease) in the tax charge	(22,860)	(15,920)
Total tax charge for the year	77,690	(16,963)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Dividends
		2025	2024
		£	£

Dividend on Ordinary shares

1,826,823

86,165

Page 30

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Intangible assets
	Group and Company

		Development expenditure
		£
	Cost
	At 1 January 2025	33,293
	At 31 December 2025	33,293
	Amortisation
	At 1 January 2025	33,293
	At 31 December 2025	33,293
	Net book value
	At 31 December 2025	-

All of the Group's intangible fixed assets are held in the Parent Company

Page 31


		TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

	14.	Tangible fixed assets
		Group

	Long-term leasehold property	Short-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Computer equipment	Total
	£	£	£	£	£	£	£	£
Cost or valuation
At 1 January 2025	95,938	582,388	164,471	872,508	24,972	8,246	17,008	1,765,531
Additions	263,640	-	-	943,719	1,887	8,277	-	1,217,523
Disposals	-	-	-	(651,534)	-	-	-	(651,534)
At 31 December 2025	359,578	582,388	164,471	1,164,693	26,859	16,523	17,008	2,331,520
Depreciation
At 1 January 2025	15,066	387,301	126,009	125,240	11,811	6,086	6,485	677,998
Charge for the year on owned assets	31,355	43,813	9,235	144,321	2,415	655	2,419	234,213
Charge for the year on financed assets	-	-	-	167,271	-	-	-	167,271
Disposals	-	-	-	(108,949)	-	-	-	(108,949)
At 31 December 2025	46,421	431,114	135,244	327,883	14,226	6,741	8,904	970,533
Net book value
At 31 December 2025	313,157	151,274	29,227	836,810	12,633	9,782	8,104	1,360,987

Page 32


		TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

14.Tangible fixed assets (continued)

At 31 December 2024

80,872

195,087

38,463

747,268

13,161

2,160

10,523

1,087,534

The net book value of land and buildings may be further analysed as follows:
	2025	2024
	£	£

Long leasehold	313,157	80,872
Short leasehold	151,274	195,087
	464,431	275,959

Page 33

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.Tangible fixed assets (continued)

	Company

		Office equipment
		£
	Cost or valuation
	Additions	837
	At 31 December 2025	837
	Depreciation
	Charge for the year on owned assets	38
	At 31 December 2025	38
	Net book value
	At 31 December 2025	799

Page 34

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2025	306,677
	At 31 December 2025	306,677
	Impairment
	Charge for the period	199,900
	At 31 December 2025	199,900

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

Topaz Detailing Limited	Ordinary	100%
Topaz Detailing (Bristol) Limited	Ordinary	85%
Topaz Detailing (Southampton) Limited	Ordinary	85%
Topaz Detailing (Leeds) Limited	Ordinary	100%
Topaz Detailing (Hatfield) Limited	Ordinary	100%
Topaz Detailing (Midlands) Limited	Ordinary	60%
Topaz Detailing (Scot) Limited	Ordinary	100%
Topaz Detailing (Peninsula) Limited	Ordinary	100%
TG GCC Consulting WLL**	Ordinary	100%

**TG GCC Consulting WLL is a company incorporated in the Kingdom of Bahrain, the shares are held in trust for the Group by S Aka, a shareholder of Topaz Group Holdings Limited. Within Group creditors is an amount owed to the shareholder of £105,892 in respect of initial capital paid personally which is interest free and repayable on demand.

Joint Venture
During the year the Group entered into a Joint Venture agreement through it's subsidiary entity Topaz Detailing Limited. The Group indirectly owns 49% of Simbion GmbH, a company incorporated in Germany. The Group has accounted for the entity under the equity method, as all initial start up costs were born by the venture partner there was no initial investment value recognised. Simbion GmbH made a loss for the financial year and therefore the value in the consolidated accounts is £Nil at year end.

Page 35

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Stocks
		Group	Group
		2025	2024
		£	£

Raw materials and consumables	25,687	113,332
Finished goods and goods for resale	122,326	30,216

The difference between purchase price or production cost of stocks and their replacement cost is not material.

17.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	1,756,157	977,206	3,443	-
Amounts owed by group undertakings	-	-	684,555	-
Amounts owed by joint ventures and associated undertakings	4,185	-	-	-
Other debtors	951,927	834,711	140,282	-
Prepayments and accrued income	299,864	194,789	13,372	-
Deferred taxation	6,061	-	-	-
	3,018,194	2,006,706	841,652	-

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	735,652	952,660	44,737	250
Less: bank overdrafts	-	(97,843)	-	-
	735,652	854,817	44,737	250

Page 36

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	-	97,843	-	-
Bank loans	76,667	150,451	-	-
Other loans	620,189	114,981	73,913	-
Trade creditors	382,587	666,807	71,483	-
Amounts owed to group undertakings	-	-	8,512	200,935
Amounts owed to other participating interests	4,638	14,025	-	-
Corporation tax	141,946	82,076	119,446	-
Other taxation and social security	808,811	412,003	252,192	-
Obligations under finance lease and hire purchase contracts	459,866	673,259	-	-
Other creditors	1,042,070	1,016,864	105,987	105,892
Accruals and deferred income	243,598	70,765	23,772	-
	3,780,372	3,299,074	655,305	306,827

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Bank loans	-	76,216
Other loans	-	142,559
Net obligations under finance leases and hire purchase contracts	589,173	37,428
	589,173	256,203

Page 37

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Bank loans	76,667	150,451	-	-
Other loans	620,189	114,981	73,913	-
	696,856	265,432	73,913	-
Amounts falling due 1-2 years
Bank loans	-	4,167	-	-
	-	4,167	-	-
Amounts falling due 2-5 years
Bank loans	-	72,050	-	-
Other loans	-	142,559	-	-
	-	214,609	-	-

	696,856	484,208	73,913	-

All loan facilities are secured via a fixed and floating charge over all assets of the group.

22.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2025	2024
		£	£

Within one year	461,089	673,259
Between 1-5 years	587,950	37,428
	1,049,039	710,687

Hire purchase liabilities are secured on the underlying assets to which they relate.

Page 38

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(42,479)
	Charged to profit or loss	48,540
	At end of year	6,061

Company

		2025

	At end of year	-


The deferred taxation balance is made up as follows:
	Group	Group
	2025	2024
	£	£

Accelerated capital allowances	4,966	(48,834)
Tax losses carried forward	-	7,002
Other provision timing differences	1,095	(647)
	6,061	(42,479)

24.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

100 (2024 - 100) Ordinary shares shares of £1.00 each	100	100

Page 39

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.

Reserves

Foreign exchange reserve

The foreign currency reserve reflects the differences on the retranslation of the financial position and income of the company's subsidiaries whose functional currency is not pound sterling.

Profit and loss account

Comprises all retained earnings to date less any lawful distributions.

26.	Pension commitments

The Group operates a defined contributions pension scheme for UK employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £109,667 (2024 - £80,352). Contributions totalling £50,243 (2024 - £14,211) were payable to the fund at the reporting date and are included in creditors.

27.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	347,532	370,622
Later than 1 year and not later than 5 years	866,864	648,043
Later than 5 years	601,915	324,244
	1,816,311	1,342,909

Page 40

TOPAZ GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

28.

Related party transactions

Advantage has been taken of the exemption in FRS 102 section 33.1A from disclosing transactions between two or more wholly owned members of a group.

During the year the group made sales of £74,777 (2024: £200,751) and purchases of £57,238 (2024: £163,368) between connected parties. At the year end balances of £70,827 (2024: £14,125) were owed by the group in relation to these balances.

Amounts due to shareholders at the year end totalled £438,465 (2024: £281,073), which are interest free and repayable on demand. Additionally in loans and other creditors are amounts owed to shareholders totalling £700,889 (2024: £354,613) lent via a commercial entity under normal interest bearing terms.

£22,435 (2024: £80,725) were owed by the group to the directors at year end, these amounts are interest free and repayable on demand.

At the year end there were overdrawn Directors Loan Accounts of £137,186 (2024: £Nil) due to Topaz Group Holdings Limited.

There is no one controlling party.

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