Company Registration No. 16331617 (England and Wales)
EPG UK HOLDCO LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
EPG UK HOLDCO LTD
COMPANY INFORMATION
Directors
M J Bagge
(Appointed 20 March 2025)
J O M Jonsson
(Appointed 20 March 2025)
Company number
16331617
Registered office
c/o Sherwood Laboratories Ltd
Brunel Drive
Newark
Nottinghamshire
England
NG24 2EG
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
England
OX2 7DY
EPG UK HOLDCO LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 34
EPG UK HOLDCO LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the period ended 31 December 2025.

Principal activities

EPG UK Holdco Ltd was established during the year as the UK holding company for Exakta Photo Group's UK operations.

Review of the business

The Group’s strategy is focused on the volume photography industry. Through operational efficiencies, technology investments and enhanced customer experience, the Group creates strong and sustainable competitive advantages. During the period, the Group completed acquisitions and established the foundation for the Group’s UK platform within volume photography. Through the subsidiaries, the Group operates across the entire value chain, from photography to printing and distribution.

As this is the Group's first year of operations, no comparative figures are available. Turnover amounted to £7.9 million, driven by the acquisitions completed by the Group during the year. Turnover in the individual subsidiaries was generally in line with the previous year and in accordance with their respective expectations. The volume photography market is mature, and the subsidiaries have maintained stable levels of contracted photography volumes and sales mix, while sales prices to end customers have remained consistent with the previous year. Management believes that all subsidiaries performed well and in line with expectations.

Gross profit amounted to £5.1 million. The subsidiaries within the Group maintained gross profit levels in line with the previous year. Supported by stable volumes and limited fluctuations in the cost of raw materials and other inputs, the gross margin remained consistent with the prior year. Management expects gross margins to largely remain at similar levels or improve going forward as the Group continues to take advantage of synergies between the companies.

Operating profit amounted to £1.3 million. Administrative expenses in the subsidiaries generally increased compared with the previous year, primarily driven by inflation and one off expenditure.

Future developments

The directors expect the business to continue to develop positively in the coming years due to operational improvements and investments in systems, data and technology. The directors monitor performance through regular reviews of financial and operational KPIs and cash flow across the UK subsidiaries. The turnover, gross profit and operating profit detailed above are the KPIs that are monitored.

Principal risks and uncertainties

The principal risks facing the Group relate to the successful operational execution and retention of key employees and customers across all subsidiaries in the Group. The directors regularly review these risks and believe that the Group’s financial position, operational structure and shareholder support provide a strong foundation for future growth.

On behalf of the board

M J Bagge
Director
19 August 2026
EPG UK HOLDCO LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -

The directors present their annual report and financial statements for the period ended 31 December 2025.

Results and dividends

The results for the period are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

M J Bagge
(Appointed 20 March 2025)
J O M Jonsson
(Appointed 20 March 2025)
Post reporting date events

After the reporting period the company completed a number of acquisitions. The initial consideration amounted to £10.8m, the acquisitions include further contingent elements which are based on future performance which cannot presently be reliably estimated. The acquisitions were funded by way of further loans from the parent company.

Auditor

Shaw Gibbs (Audit) Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, and of the profit or loss of the group for that period.

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.

EPG UK HOLDCO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 3 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Going concern

The group is dependent on the continued support of its parent company as a significant portion of the current liabilities relate to loans from the parent company.

 

The parent company has agreed to support the group for a period of at least 12 months from the signing of these financial statements and has adequate resources to provide the relevant support.

 

Taking the above into consideration, the directors have a reasonable expectation that the group has adequate resources and support to continue in operational existence for the foreseeable future and therefore, continues to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the board
M J Bagge
J O M Jonsson
Director
Director
19 August 2026
EPG UK HOLDCO LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EPG UK HOLDCO LTD
- 4 -
Opinion

We have audited the financial statements of EPG UK Holdco Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

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.

Opinions on other matters prescribed by the Companies Act 2006

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

EPG UK HOLDCO LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EPG UK HOLDCO LTD
- 5 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

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 group's and 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

  1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations, including carrying out DBS checks on relevant members of staff and suppliers. This helps us to plan appropriate risk assessments.

     

  2. During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

     

  3. We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

  1. Reviewing the controls set in place by management;

  2. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;

  3. Challenging management assumptions with regard to accounting estimates; and

  4. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

EPG UK HOLDCO LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EPG UK HOLDCO LTD
- 6 -

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 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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Vinay Bahl (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor
Chartered Certified Accountants
264 Banbury Road
Oxford
OX2 7DY
England
20 August 2026
EPG UK HOLDCO LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 7 -
Period ended
31 December
2025
Notes
£
Turnover
3
7,859,455
Cost of sales
(2,725,081)
Gross profit
5,134,374
Administrative expenses
(3,810,295)
Operating profit
4
1,324,079
Interest receivable and similar income
6
12,549
Interest payable and similar expenses
7
(621,399)
Profit before taxation
715,229
Tax on profit
8
(217,094)
Profit for the financial period
498,135
Profit for the financial period is attributable to:
- Owners of the parent company
138,066
- Non-controlling interests
360,069
498,135
Total comprehensive income for the period is attributable to:
- Owners of the parent company
138,066
- Non-controlling interests
360,069
498,135

The group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

 

There are no recognised gains and losses other than those passing through the statement of comprehensive income.

EPG UK HOLDCO LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
Notes
£
£
Fixed assets
Goodwill
9
9,820,159
Other intangible assets
9
235,984
Total intangible assets
10,056,143
Tangible assets
11
769,574
Investments
12
27,000
10,852,717
Current assets
Stocks
15
482,631
Debtors
16
390,503
Cash at bank and in hand
3,642,372
4,515,506
Creditors: amounts falling due within one year
17
(13,478,226)
Net current liabilities
(8,962,720)
Total assets less current liabilities
1,889,997
Creditors: amounts falling due after more than one year
18
(1,177,639)
Provisions for liabilities
Deferred tax liability
21
(161,629)
(161,629)
Net assets
550,729
Capital and reserves
Called up share capital
23
1
Profit and loss reserves
138,066
Equity attributable to owners of the parent company
138,067
Non-controlling interests
412,662
Total equity
550,729

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 19 August 2026 and are signed on its behalf by:
19 August 2026
M J Bagge
J O M Jonsson
Director
Director
Company registration number 16331617 (England and Wales)
EPG UK HOLDCO LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
Notes
£
£
Fixed assets
Investments
12
12,410,230
Current assets
Debtors
16
92,538
Creditors: amounts falling due within one year
17
(12,110,614)
Net current liabilities
(12,018,076)
Total assets less current liabilities
392,154
Creditors: amounts falling due after more than one year
18
(1,046,611)
Net liabilities
(654,457)
Capital and reserves
Called up share capital
23
1
Profit and loss reserves
(654,458)
Total equity
(654,457)

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £654,458.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 19 August 2026 and are signed on its behalf by:
19 August 2026
M J Bagge
J O M Jonsson
Director
Director
Company registration number 16331617 (England and Wales)
EPG UK HOLDCO LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 10 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
Period ended 31 December 2025:
Issue of share capital
23
1
-
1
-
1
Non-controlling interest on acquisition of subsidiary
-
-
-
52,593
52,593
Profit and total comprehensive income
-
138,066
138,066
360,069
498,135
Balance at 31 December 2025
1
138,066
138,067
412,662
550,729
EPG UK HOLDCO LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Period ended 31 December 2025:
Issue of share capital
23
1
-
1
Loss and total comprehensive expense
-
(654,458)
(654,458)
Balance at 31 December 2025
1
(654,458)
(654,457)
EPG UK HOLDCO LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 12 -
Period ended
31 December 2025
Notes
£
£
Cash flows from operating activities
Cash generated from operations
28
3,533,232
Interest paid
(17,472)
Income taxes paid
(343,571)
Net cash inflow from operating activities
3,172,189
Investing activities
Purchase of subsidiaries net of cash acquired
(9,539,520)
Purchase of bookings
(88,540)
Purchase of tangible fixed assets
(177,061)
Interest received
9,549
Dividends received
3,000
Net cash used in investing activities
(9,792,572)
Financing activities
Proceeds from issue of shares
1
Loan from parent company
10,473,342
Repayment of bank loans
(158,334)
Payment of finance leases obligations
(71,255)
Net cash generated from financing activities
10,243,754
Net increase in cash and cash equivalents
3,623,371
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
3,623,371
Relating to:
Cash at bank and in hand
3,642,372
Bank overdrafts included in creditors payable within one year
(19,001)
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

EPG UK Holdco Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o Sherwood Laboratories Ltd, Brunel Drive, Newark, Nottinghamshire, England, NG24 2EG.

 

The group consists of EPG UK Holdco Ltd and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on 20 March 2025 and changed its reporting date to 31 December 2025 to align itself with the wider group. Therefore, these financial statements cover a 9 month period.

1.2
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by Section 408 Companies Act 2006, the company has not presented its own statement of total comprehensive income and related notes. The loss for the financial period of the parent undertaking is disclosed on page 9.

 

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

During the year the company acquired 72.5% of Gillman and Soame UK Ltd and 100% of Wrates Bagley Limited, further details can be found in note 10.

 

The consolidated group financial statements consist of the financial statements of the parent company EPG UK Holdco Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.5
Going concern

The group is dependent on the continued support of its parent company as a significant portion of the current liabilities relate to loans from the parent company.

 

The parent company has agreed to support the group for a period of at least 12 months from the signing of these financial statements and has adequate resources to provide the relevant support.

 

Taking the above into consideration, the directors have a reasonable expectation that the group has adequate resources and support to continue in operational existence for the foreseeable future and therefore, continues to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Revenue

Revenue comprises sales of goods to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts.

 

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

Where payments are received from customers in advance the amounts are recorded in deferred income and included within creditors falling due within one year.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 1 - 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
5% straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
33% straight line
Plant and equipment
10% straight line
Fixtures and fittings
20% straight line
Computers
25% straight line
Motor vehicles
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 21 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of investments

Management carry out a review of indicators of impairment in relation to investments in subsidiaries on an annual basis.

 

In performing this review, management are required to make judgements as to whether the information considered (for example, recent results of a subsidiary) represents an indicator of impairment. Should indicators of impairment be noted, management then perform a detailed review of the value of the investments held in order to assess whether an impairment is required.

Impairment of goodwill

The company makes an estimate of the recoverable value of goodwill. When assessing impairment of goodwill, management considers factors including the expected value to the business in the form of anticipated future cashflows.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Commissions payable

The group has commission arrangements and makes a provision for amounts due. At each year end the directors make an assessment for the level of provision required based on historical data and the aging of the balances. Any amounts no longer considered probable are released accordingly.

Useful economic lives of non-current assets

The useful economic lives of non-current assets have been derived from the judgment of the directors, using their best estimate of the write-down period.

3
Turnover and other revenue
2025
£
Turnover analysed by class of business
Photography
7,093,504
Photographic processing
765,951
7,859,455
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 22 -
2025
£
Other revenue
Interest income
9,549
Dividends received
3,000
4
Operating profit
2025
£
Operating profit for the period is stated after charging/(crediting):
Exchange losses
12,256
Fees payable to the group's auditor for the audit of the group's financial statements
8,000
Depreciation of tangible fixed assets
227,705
Profit on disposal of tangible fixed assets
(26,633)
Amortisation of intangible assets
823,704
Operating lease charges
102,378
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2025
2025
Number
Number
Directors
2
2
Admin
17
-
Sales and marketing
14
-
Photographers
41
-
Production
6
-
Lab technicians
21
-
Total
101
2

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
1,898,223
-
0
Social security costs
226,127
-
Pension costs
38,606
-
0
2,162,956
-
0
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 23 -
6
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
9,549
Income from fixed asset investments
Dividends received
3,000
Total income
12,549
7
Interest payable and similar expenses
2025
£
Interest on financial liabilities measured at amortised cost:
Interest on bank loans
546
Other interest
48,061
Interest payable on intercompany loans
555,867
604,474
Other finance costs:
Interest on finance leases and hire purchase contracts
16,925
Total finance costs
621,399
8
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
238,860
Adjustments in respect of prior periods
26,351
Total current tax
265,211
Deferred tax
Origination and reversal of timing differences
(48,117)
Total tax charge
217,094
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
8
Taxation
(Continued)
- 24 -

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2025
£
Profit before taxation
715,229
Expected tax charge based on the standard rate of corporation tax in the UK of 25%
178,807
Effects of:
Expenses that are not deductible in determining taxable profit
40,779
Income not taxable in determining taxable profit
(750)
Unutilised tax losses carried forward
60,370
Permanent capital allowances in excess of depreciation
(62,112)
Taxation charge in the financial statements
217,094
9
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 20 March 2025
-
0
-
0
-
0
Additions
10,633,075
246,772
10,879,847
At 31 December 2025
10,633,075
246,772
10,879,847
Amortisation and impairment
At 20 March 2025
-
0
-
0
-
0
Amortisation charged for the period
812,916
10,788
823,704
At 31 December 2025
812,916
10,788
823,704
Carrying amount
At 31 December 2025
9,820,159
235,984
10,056,143
The company had no intangible fixed assets at 31 December 2025.
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 25 -
10
Acquisition of a business

On 4 April 2025 the group acquired 72.5% of the issued capital of Gillman and Soame UK Ltd.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
200,291
-
200,291
Property, plant and equipment
531,904
-
531,904
Inventories
197,153
-
197,153
Trade and other receivables
593,793
-
593,793
Cash and cash equivalents
2,734
-
2,734
Obligations under finance leases
(274,203)
-
(274,203)
Trade and other payables
(740,585)
-
(740,585)
Tax liabilities
(174,641)
-
(174,641)
Deferred tax
(145,199)
-
(145,199)
Total identifiable net assets
191,247
-
191,247
Non-controlling interests
(52,593)
Goodwill
7,415,865
Total consideration
7,554,519
The consideration was satisfied by:
£
Cash consideration including acquisition costs
6,545,504
Deferred consideration
1,009,015
7,554,519
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
5,133,910
Profit after tax
1,255,613
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
10
Acquisition of a business
(Continued)
- 26 -

On 2 April 2025 the group acquired 100% of the issued capital of Wrates Bagley Limited and its subsidiaries.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
6,179
-
6,179
Property, plant and equipment
248,901
-
248,901
Investments
27,000
-
27,000
Inventories
335,258
-
335,258
Trade and other receivables
198,358
-
198,358
Cash and cash equivalents
1,395,961
-
1,395,961
Obligations under finance leases
(61,666)
-
(61,666)
Trade and other payables
(197,492)
-
(197,492)
Tax liabilities
(142,616)
-
(142,616)
Deferred tax
(64,547)
-
(64,547)
Total identifiable net assets
1,745,336
-
1,745,336
Goodwill
3,110,375
Total consideration
4,855,711
The consideration was satisfied by:
£
Cash consideration including acquisition costs
4,392,711
Deferred consideration
463,000
4,855,711
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
3,653,767
Profit after tax
667,924

In addition to the above, the group also completed two acquisitions of bookings for a total consideration of £101,040 which has been included in goodwill.

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 27 -
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 20 March 2025
-
0
-
0
-
0
-
0
-
0
-
0
Additions
21,245
383,922
19,466
160,003
414,053
998,689
Disposals
-
0
(1,497)
-
0
-
0
-
0
(1,497)
At 31 December 2025
21,245
382,425
19,466
160,003
414,053
997,192
Depreciation and impairment
At 20 March 2025
-
0
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
7,816
45,748
12,815
34,855
126,471
227,705
Eliminated in respect of disposals
-
0
(87)
-
0
-
0
-
0
(87)
At 31 December 2025
7,816
45,661
12,815
34,855
126,471
227,618
Carrying amount
At 31 December 2025
13,429
336,764
6,651
125,148
287,582
769,574
The company had no tangible fixed assets at 31 December 2025.

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

Group
Company
2025
2025
£
£
Plant and equipment
94,870
-
0
Motor vehicles
227,801
-
0
322,671
-
12
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
13
-
0
12,410,230
Investments in associates
27,000
-
0
27,000
12,410,230
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
12
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Group
Shares in associates
£
Cost or valuation
At 20 March 2025
-
Additions
27,000
At 31 December 2025
27,000
Carrying amount
At 31 December 2025
27,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 20 March 2025
-
Additions
12,410,230
At 31 December 2025
12,410,230
Carrying amount
At 31 December 2025
12,410,230
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Gillman and Soame UK Ltd
1
Ordinary
72.50
-
Wrates Bagley Limited
2
Ordinary
100.00
-
Wrates Scholastic Photographs Limited
2
Ordinary
0
100.00
Fuji Schools (Wales) Limited
2
Ordinary
0
100.00
Sherwood Laboratories Limited
3
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Units 7&8 Chancerygate Business Centre, Langford Lane, Kidlington, Oxfordshire, OX5 1FQ
2
Plot 41 Brunel Drive, Newark, Nottinghamshire, NG24 2EG
3
Sherwood Laboratories, Brunel Drive, Newark, Nottinghamshire, NG24 2EG
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 29 -
14
Financial instruments
Group
2025
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
207,499
Cash at bank and in hand
3,642,372
Carrying amount of financial liabilities include:
Measured at amortised cost
13,355,175
Bank overdrafts
19,001
15
Stocks
Group
Company
2025
2025
£
£
Raw materials and consumables
270,929
-
Finished goods and goods for resale
211,702
-
0
482,631
-
16
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
196,702
-
0
Other debtors
95,338
92,538
Prepayments and accrued income
98,463
-
0
390,503
92,538
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 30 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2025
Notes
£
£
Bank overdrafts
19
19,001
19,001
Obligations under finance leases
20
133,587
-
0
Loans from parent company
19
11,029,209
11,029,209
Trade creditors
135,331
-
0
Amounts owed to group undertakings
88,620
571,808
Corporation tax payable
238,894
-
0
Other taxation and social security
892,960
-
0
Other creditors
500,620
473,465
Accruals and deferred income
440,004
17,131
13,478,226
12,110,614

On 8 September 2025, Nordea Bank Abp, Filial I Sverige created a fixed charge over the shareholding in the subsidiaries.

18
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£
£
Obligations under finance leases
20
131,028
-
0
Other creditors
1,046,611
1,046,611
1,177,639
1,046,611
19
Loans and overdrafts
Group
Company
2025
2025
£
£
Bank overdrafts
19,001
19,001
Loans from parent company
11,029,209
11,029,209
11,048,210
11,048,210
Payable within one year
11,048,210
11,048,210

On 8 September 2025, Nordea Bank Abp, Filial I Sverige created a fixed charge over the shareholding in the subsidiaries.

 

The loans from parent company accrue interest at SONIA + 3% and are repayable on demand.

EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 31 -
20
Finance lease obligations
Group
Company
2025
2025
Amounts due:
£
£
Current liabilities
133,587
-
0
Non-current liabilities
131,028
-
0
264,615
-
Group
Company
2025
2025
Future minimum lease payments due:
£
£
Within one year
133,587
-
0
In two to five years
131,028
-
0
264,615
-

Finance lease payments represent rentals payable by the company for certain items of plant and machinery and motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

 

Obligations under finance leases are secured on the assets to which they relate.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company:

Liabilities
Assets
2025
2025
Group
£
£
Accelerated capital allowances
163,361
-
Other timing differences
-
(1,732)
163,361
(1,732)
The company has no deferred tax assets or liabilities.
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
21
Deferred taxation
(Continued)
- 32 -
Group
Company
2025
2025
Movements in the period:
£
£
Asset/liability at 20 March 2025
-
-
Deferred tax from acquisitions
209,746
-
Credit to profit or loss
(48,117)
-
Liability at 31 December 2025
161,629
-
22
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
38,606

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary of £1 each
1
1

On incorporation the company issued 1 Ordinary share with nominal value of £1 at par.

 

The ordinary share carries full voting, dividend and capital distribution rights, including on wind up.

24
Operating lease commitments
As lessee

 

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2025
£
£
Within 1 year
84,584
-
Years 2-5
220,385
-
304,969
-
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 33 -
25
Events after the reporting date

After the reporting period the company completed a number of acquisitions. The initial consideration amounted to £10.8m, the acquisitions include further contingent elements which are based on future performance which cannot presently be reliably estimated. The acquisitions were funded by way of further loans from the parent company.

26
Related party transactions

Company

The company and group has taken advantage of the exemption provided by FRS102 Section 33, not to disclose transactions and outstanding balances with Exakta Photo Group AB and its 100% directly or indirectly controlled subsidiary undertakings which form part of the group.

As at the period end the company owed Gillman and Soame UK Limited £36,610. This amount is interest free and repayable on demand.

Group

During the year Gillman and Soame UK Ltd paid management charges of £18,750 (2024: £nil) to Exakta Photo Group AB. At the year end the company and group owed £17,189 (2024: £nil) to Exakta Photo Group AB. This balance is unsecured, interest free and repayable on demand.

Remuneration of £280,392 was paid to key management personnel.

27
Controlling party

The immediate parent company is Exakta Photo Group AB a company registered in Sweden and the ultimate parent company is Ceder Capital Partners III AB also registered in Sweden.

28
Cash generated from group operations
2025
£
Profit after taxation
498,135
Adjustments for:
Taxation charged
217,094
Finance costs
621,399
Investment income
(12,549)
Gain on disposal of tangible fixed assets
(26,633)
Amortisation and impairment of intangible assets
823,704
Depreciation and impairment of tangible fixed assets
227,705
Movements in working capital:
Decrease in stocks
49,780
Decrease in debtors
401,648
Increase in creditors
732,949
Cash generated from operations
3,533,232
EPG UK HOLDCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 34 -
29
Analysis of changes in net debt - group
20 March 2025
At date of acquisition
Cash flows
Accrued interest
31 December 2025
£
£
£
£
£
Cash at bank and in hand
-
1,398,694
2,243,678
-
3,642,372
Bank overdrafts
-
-
(19,001)
-
(19,001)
-
1,398,694
2,224,677
-
3,623,371
Parent company loans
-
-
(10,473,342)
(555,867)
(11,029,209)
Payment of finance leases obligations
-
(335,870)
71,255
-
(264,615)
Bank loans
-
(158,334)
158,334
-
-
-
904,490
(8,019,076)
(555,867)
(7,670,453)
2025-12-312025-03-20falsefalseCCH SoftwareCCH Accounts Production 2026.200M J BaggeJ O M Jonssonfalse163316172025-03-202025-12-3116331617bus:Director12025-03-202025-12-3116331617bus:Director22025-03-202025-12-3116331617bus:RegisteredOffice2025-03-202025-12-31163316172025-12-3116331617bus:Consolidated2025-12-3116331617bus:Consolidated2025-03-202025-12-3116331617core:Goodwillbus:Consolidated2025-12-3116331617core:IntangibleAssetsOtherThanGoodwillbus:Consolidated2025-12-3116331617core:ComputerSoftwarebus:Consolidated2025-12-3116331617core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2025-12-3116331617core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2025-12-3116331617core:CurrentFinancialInstrumentscore:WithinOneYear2025-12-3116331617core:Non-currentFinancialInstrumentscore:AfterOneYear2025-12-3116331617core:ShareCapitalbus:Consolidated2025-12-3116331617core:RetainedEarningsAccumulatedLossesbus:Consolidated2025-12-3116331617core:Non-controllingInterestsbus:Consolidated2025-12-3116331617core:ShareCapital2025-12-3116331617core:RetainedEarningsAccumulatedLosses2025-12-3116331617core:ShareCapitalbus:Consolidated2025-03-202025-12-3116331617core:ShareCapital2025-03-202025-12-3116331617core:Goodwill2025-03-202025-12-3116331617core:IntangibleAssetsOtherThanGoodwill2025-03-202025-12-3116331617core:ComputerSoftware2025-03-202025-12-3116331617core:LeaseholdImprovements2025-03-202025-12-3116331617core:PlantMachinery2025-03-202025-12-3116331617core:FurnitureFittings2025-03-202025-12-3116331617core:ComputerEquipment2025-03-202025-12-3116331617core:MotorVehicles2025-03-202025-12-3116331617core:UKTaxbus:Consolidated2025-03-202025-12-3116331617core:Goodwillbus:Consolidated2025-03-1916331617core:ComputerSoftwarebus:Consolidated2025-03-1916331617bus:Consolidated2025-03-1916331617core:Goodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2025-03-202025-12-3116331617core:ComputerSoftwarecore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2025-03-202025-12-3116331617core:ExternallyAcquiredIntangibleAssetsbus:Consolidated2025-03-202025-12-3116331617core:Goodwillbus:Consolidated2025-03-202025-12-3116331617core:ComputerSoftwarebus:Consolidated2025-03-202025-12-3116331617core:LeaseholdImprovementsbus:Consolidated2025-03-1916331617core:PlantMachinerybus:Consolidated2025-03-1916331617core:FurnitureFittingsbus:Consolidated2025-03-1916331617core:ComputerEquipmentbus:Consolidated2025-03-1916331617core:MotorVehiclesbus:Consolidated2025-03-1916331617core:LeaseholdImprovementsbus:Consolidated2025-12-3116331617core:PlantMachinerybus:Consolidated2025-12-3116331617core:FurnitureFittingsbus:Consolidated2025-12-3116331617core:ComputerEquipmentbus:Consolidated2025-12-3116331617core:MotorVehiclesbus:Consolidated2025-12-3116331617core:LeaseholdImprovementsbus:Consolidated2025-03-202025-12-3116331617core:PlantMachinerybus:Consolidated2025-03-202025-12-3116331617core:FurnitureFittingsbus:Consolidated2025-03-202025-12-3116331617core:ComputerEquipmentbus:Consolidated2025-03-202025-12-3116331617core:MotorVehiclesbus:Consolidated2025-03-202025-12-3116331617core:PlantMachinery2025-12-3116331617core:MotorVehicles2025-12-3116331617core:Subsidiary12025-03-202025-12-3116331617core:Subsidiary22025-03-202025-12-3116331617core:Subsidiary32025-03-202025-12-3116331617core:Subsidiary42025-03-202025-12-3116331617core:Subsidiary52025-03-202025-12-3116331617core:Subsidiary112025-03-202025-12-3116331617core:Subsidiary222025-03-202025-12-3116331617core:Subsidiary332025-03-202025-12-3116331617core:Subsidiary442025-03-202025-12-3116331617core:Subsidiary552025-03-202025-12-3116331617core:CurrentFinancialInstrumentsbus:Consolidated2025-12-3116331617core:CurrentFinancialInstruments2025-12-3116331617core:CurrentFinancialInstrumentsbus:Consolidated12025-12-3116331617core:CurrentFinancialInstruments22025-12-3116331617core:WithinOneYearbus:Consolidated2025-12-3116331617core:Non-currentFinancialInstrumentsbus:Consolidated2025-12-3116331617core:Non-currentFinancialInstruments2025-12-3116331617core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12025-12-3116331617core:Non-currentFinancialInstrumentscore:AfterOneYear22025-12-3116331617core:WithinOneYear2025-12-3116331617core:BetweenTwoFiveYearsbus:Consolidated2025-12-3116331617core:BetweenTwoFiveYears2025-12-3116331617bus:PrivateLimitedCompanyLtd2025-03-202025-12-3116331617bus:FRS1022025-03-202025-12-3116331617bus:Audited2025-03-202025-12-3116331617bus:ConsolidatedGroupCompanyAccounts2025-03-202025-12-3116331617bus:FullAccounts2025-03-202025-12-31xbrli:purexbrli:sharesiso4217:GBP