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FGP Systems Limited

Annual Report and Financial Statements
Year Ended 31 March 2026

Registration number: 09794421

 

FGP Systems Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3 to 4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 9

Statement of Income and Retained Earnings

10

Balance Sheet

11

Notes to the Financial Statements

12 to 28

 

FGP Systems Limited

Company Information

Directors

Sir P Wall

Mr A C A Reek

W17S Directors Limited

Mrs A Chorley

Mrs K L Rollo

Mr S G Cranfield

Company secretary

Cossey Cosec Services Limited

Registered office

4th Floor
24 Old Bond Street
Mayfair
London
W1S 4AW

Auditors

PKF Francis Clark
Statutory AuditorTowngate House
2 - 8 Parkstone Road
Poole
Dorset
BH15 2PW

 

FGP Systems Limited

Strategic Report for the Year Ended 31 March 2026

The directors present their strategic report for the year ended 31 March 2026.

Principal activity

The principal activity of the company is the manufacture and sale of engineered and manufactured products and higher level assemblies to the aerospace, defence and commercial sectors.

Fair review of the business

Restructuring at the end of 2025 reshaped the business for the future and the business is operating independently of other group companies for operational cashflow requirements. FGP Lufton, which was causing a cash drain on the business, was closed in October 2025 following the sale of assets and TUPE of the employees. In the short term this has reduced sales in FY26 but in the medium term the removal of this burden has freed up FGP Systems to focus on its strategic customers and future diversification and growth.

Following the negotiations with customers during the year and a restructuring of the intercompany debt position at the end of the year, the balance sheet is significantly stronger. Old debt with HMRC and OBS has been settled and the significant creditor stretch has been paid down.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2026

2025

Growth / (reduction) in turnover

%

(14)

2

Gross margin

%

38

40

Principal risks and uncertainties

Sourcing raw materials continues to be challenging with pressure on lead time and costs. Availability of treatment houses across the industry are constrained.

Approved by the Board on 25 September 2026 and signed on its behalf by:

.........................................
Mrs A Chorley
Director

   
     
 

FGP Systems Limited

Directors' Report for the Year Ended 31 March 2026

The directors present their report and the financial statements for the year ended 31 March 2026.

Directors of the company

The directors who held office during the year were as follows:

Mr S Griffiths-Hughes (ceased 30 September 2025)

Mr I Rowe (ceased 21 October 2025)

Mr D B Smith (ceased 12 June 2025)

Sir P Wall

Mr A C A Reek

W17S Directors Limited

Mrs A Chorley

Mrs K L Rollo

Mr S G Cranfield

Going concern

The company’s business activities, together with factors likely to affect its future development, performance, and position, are set out in the Strategic Report.

Following negotiations with strategic customers and the sale of the FGP Lufton assets during the year, the HMRC time to pay agreement was fully settled along with the original loan of £3.3m from OBS Finance Ltd.

OBS Finance Limited was the vehicle used by Rcapital Investments LLP at the end of FY26 to provide a new loan of £1.3m to FGP Systems Ltd to settle in full the intercompany liability to Ramp Surface Coatings Limited. The balance of this liability, ultimately representing the loan with OBS, was settled with funds from the sale of FGP Lufton assets and customer support in September 2025.

There is common ownership and management between Rcapital Investments LLP and OBS Finance Limited. This new loan allowed for a restructuring of the group and settlement of intercompany balances.

Cash remains tight into FY27 and continues to be controlled through robust working capital management. Management reviews cash daily and has the support of their ultimate parent company, Rcapital Investments LLP. Focus on delivering predictable results in turn will continue to improve operational cashflows.

The directors’ review of the company’s forecasts and projections show that the company has sufficient headroom to support its operations. On this basis, the directors' have a reasonable expectation that the company has adequate resources in place to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. The directors have satisfied themselves that it is the intention of the Board of Directors of OBS Finance Limited to provide adequate financial support to FGP Systems Limited to enable the company to continue as a going concern for a period of at least 12 months from the approval of the financial statements. OBS Finance Limited acknowledge the need to provide additional funding is a possibility and have confirmed that they have the financial ability to provide this support if required.

 

FGP Systems Limited

Directors' Report for the Year Ended 31 March 2026

Financial instruments

Objectives and policies

The paragraphs below set out the key risks that have been identified, with the company’s approach to mitigating those risks.

Price risk, credit risk, liquidity risk and cash flow risk

Price risk
The company is exposed to commodity price risk which it partially offsets by either forward buying and/or bulk purchasing of raw materials in order to take advantage of market opportunities. In addition, the company is continually seeking alternative materials which meet the company's strict quality standards. There is also price risk in respect of the loan and other finance provided to the company by various funders. The directors regularly monitor the performance of the group in the light of its finance costs and periodically review the terms and conditions, including pricing of the finance provided.

Credit risk
The principal financial assets are trade debtors and plant and machinery assets. The customer relationships are very good and are proactively managed by the sales, commercial and account management teams. The plant and machinery are maintained and serviced proactively to a high level supported with total planned maintenance (TPM) programmes by our internal and external maintenance support teams. The company also uses the services of national and international credit ratings agencies to set the parameters to ensure certainty of our receivables.

Liquidity risk
The directors and senior management team have maintained the available credit lines if needed to support the business, which was beneficial during the last trading period, as the business had planned to support a relevant labour skill set and infrastructure that was more aligned to the recovery in customer demand from FY25 onwards.

Cash flow risk
The directors and senior management team closely monitor the company's cash position with monthly reviews and cash flow forecasts reported to the board in order to mitigate any working capital movements and minimise the risk to the business.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved by the Board on 25 September 2026 and signed on its behalf by:

.........................................
Mrs A Chorley
Director

   
     
 

FGP Systems Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•

select suitable accounting policies and apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

•

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

FGP Systems Limited

Independent Auditor's Report to the Members of FGP Systems Limited

Opinion

We have audited the financial statements of FGP Systems Limited (the 'company') for the year ended 31 March 2026, which comprise the Statement of Income and Retained Earnings, Balance Sheet, and Notes to the Financial Statements, 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 company's affairs as at 31 March 2026 and of its profit for the year then ended;

•

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

FGP Systems Limited

Independent Auditor's Report to the Members of FGP Systems Limited

Opinion on other matter prescribed by the Companies Act 2006

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

•

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•

the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

•

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

•

the financial statements are not in agreement with the accounting records and returns; or

•

certain disclosures of directors' remuneration specified by law are not made; or

•

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor 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:

 

FGP Systems Limited

Independent Auditor's Report to the Members of FGP Systems Limited

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the company. We gained an understanding of the company and the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. Key regulations we identified were AS9100 in relation to the aerospace industry, health and safety regulations, employment law and also those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and tax legislation.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

•

Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;

•

Reviewing legal and professional costs to identify any possible non-compliance;

•

Reviewing Board minutes; and

•

Reviewing latest AS9100 compliance and accreditation certificates.

We assessed the susceptibility of the financial statements to material misstatement through management override or fraud and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements. The key risk we identified was in relation to the existence and accuracy of revenue. Based upon our understanding we designed and conducted audit procedures including:

•

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness;

•

Testing a sample of revenue to delivery confirmation and customer cash collection; and

•

Reviewing estimates and judgements made in the accounts for any indication of bias, and challenged assumptions used by management in making the estimates.

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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

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

 

FGP Systems Limited

Independent Auditor's Report to the Members of FGP Systems Limited

Use of our report

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

......................................
Chloe Mills FCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Towngate House
2 - 8 Parkstone Road
Poole
Dorset
BH15 2PW

25 September 2026

 

FGP Systems Limited

Statement of Income and Retained Earnings

Year Ended 31 March 2026

Note

2026
£

2025
£

Turnover

3

10,157,468

11,849,571

Cost of sales

 

(6,295,645)

(7,096,844)

Gross profit

 

3,861,823

4,752,727

Distribution costs

 

(99,491)

(395,068)

Administrative expenses

5

(2,309,917)

(5,112,080)

Other operating income

4

2,432,484

275,277

Operating profit/(loss)

6

3,884,899

(479,144)

Interest payable and similar charges

7

(428,647)

(558,029)

Profit/(loss) before tax

 

3,456,252

(1,037,173)

Taxation

11

(334,533)

(196,205)

Profit/(loss) for the financial year

 

3,121,719

(1,233,378)

Retained earnings brought forward

 

(2,763,919)

(1,530,541)

Retained earnings carried forward

 

357,800

(2,763,919)

 

FGP Systems Limited

Balance Sheet

31 March 2026

Note

2026
£

2025
£

Fixed assets

 

Intangible assets

12

-

19,141

Tangible assets

13

2,424,864

3,371,427

Investments

14

-

100

 

2,424,864

3,390,668

Current assets

 

Stocks

15

1,179,999

1,511,671

Debtors

16

2,423,479

2,389,613

Cash at bank and in hand

 

95,751

36,787

 

3,699,229

3,938,071

Creditors: Amounts falling due within one year

18

(3,148,552)

(9,092,526)

Net current assets/(liabilities)

 

550,677

(5,154,455)

Total assets less current liabilities

 

2,975,541

(1,763,787)

Creditors: Amounts falling due after more than one year

18

(1,679,572)

(431,476)

Provisions for liabilities

21

(938,168)

(568,655)

Net assets/(liabilities)

 

357,801

(2,763,918)

Capital and reserves

 

Called up share capital

1

1

Profit and loss account

357,800

(2,763,919)

Shareholders' funds/(deficit)

 

357,801

(2,763,918)

Approved and authorised by the Board on 25 September 2026 and signed on its behalf by:
 

.........................................
Mrs A Chorley
Director

   
     

Company Registration Number: 09794421

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
4th Floor
24 Old Bond Street
Mayfair
London
W1S 4AW
England

The principal place of business is:
20 - 22 Cumberland Drive
Granby Industrial Estate
Weymouth
DT4 9TB
England

These financial statements were authorised for issue by the Board on 25 September 2026.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Group accounts not prepared

The company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, FGP Group Holdings Limited, a company incorporated in England and Wales.

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Going concern

The company’s business activities, together with factors likely to affect its future development, performance, and position, are set out in the Strategic Report.

Following negotiations with strategic customers and the sale of the FGP Lufton assets during the year, the HMRC time to pay agreement was fully settled along with the original loan of £3.3m from OBS Finance Ltd.

OBS Finance Limited was the vehicle used by Rcapital Investments LLP at the end of FY26 to provide a new loan of £1.3m to FGP Systems Ltd to settle in full the intercompany liability to Ramp Surface Coatings Limited. The balance of this liability, ultimately representing the loan with OBS, was settled with funds from the sale of FGP Lufton assets and customer support in September 2025.

There is common ownership and management between Rcapital Investments LLP and OBS Finance Limited. This new loan allowed for a restructuring of the group and settlement of intercompany balances.

Cash remains tight into FY27 and continues to be controlled through robust working capital management. Management reviews cash daily and has the support of their ultimate parent company, Rcapital Investments LLP. Focus on delivering predictable results in turn will continue to improve operational cashflows.

The directors’ review of the company’s forecasts and projections show that the company has sufficient headroom to support its operations. On this basis, the directors' have a reasonable expectation that the company has adequate resources in place to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. The directors have satisfied themselves that it is the intention of the Board of Directors of OBS Finance Limited to provide adequate financial support to FGP Systems Limited to enable the company to continue as a going concern for a period of at least 12 months from the approval of the financial statements. OBS Finance Limited acknowledge the need to provide additional funding is a possibility and have confirmed that they have the financial ability to provide this support if required.

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

A) Key sources of estimation uncertainty

Accounting estimates and assumption are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation, and the physical condition of the assets. See notes to the accounts for the carrying amount of the property, plant, and equipment and for the useful economic lives for each class of assets.

ii) Stock provision

The company utilises raw materials in its provision of engineering precision services and is subject to varying raw material prices. As a result, it is necessary to consider the recoverability of the cost of the stock and the associated provisioning required. When calculating the inventory provision, management consider the nature and condition of the inventory, as well as applying assumptions around anticipated salability of finished goods and future use of raw materials.

iii) Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of the debtors and historical experience.

iv) Impairment of intangible assets and goodwill

The company considers whether intangible assets and/or goodwill are impaired. Where an indication of impairment is identified the estimation of the recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Government grants

Grants are recognised in the financial statements when there is reasonable assurance that the entity will comply with the conditions attached to them and the grants will be received.

Grants become receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs shall be recognised in income in the period in which it becomes receivable.

Grants towards capital expenditure are released to the profit and loss account over the expected useful life of the assets. Grants towards revenue expenditure are released to the profit and loss account as the related expenditure is incurred.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Plant and machinery

3 -15 yrs straight line

Fixtures and fittings

25% straight line

Motor vehicles

25% straight line

Leasehold improvements (plant and machinery)

In line with the terms of the lease

Equipment

25% straight line

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10% straight line

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress 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. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Provisions

Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

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

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

3

Turnover

The analysis of the company's Turnover for the year by market is as follows:

2026
£

2025
£

UK

7,175,074

7,698,915

Rest of world

2,982,394

4,150,656

10,157,468

11,849,571

4

Other operating income

The analysis of the company's other operating income for the year is as follows:

2026
£

2025
£

R&D expenditure credit (RDEC)

371,022

270,547

Customer support

2,051,517

-

Miscellaneous other income

9,945

4,730

2,432,484

275,277

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

5

Exceptional other operating income and admin costs

Included on the face of the income statement within other operating income is customer support income of £2,051,517 (2025 - £nil). This relates to funding received following negotiations with strategic customers facilitate the ongoing capacity of the company to manufacture and deliver goods.

Included within administrative expenses are bad debt expense reversals of £1,219,137 (2025 - £nil). This relates to amounts recovered by the company from FGP Lufton after the sale of its assets, which the company had previously provided against in FY24.

Also included within administrative expenses is an inter-company loan waiver of £1,837,626 (2025 - £nil). This relates to the settlement agreement reached with Ramp Surface Coatings Limited and represents the difference between the creditor at the date of the agreement and the amounts paid to to settle the amount.

6

Operating profit/(loss)

Arrived at after charging/(crediting)

2026
£

2025
£

Depreciation expense

542,011

957,462

Amortisation expense

19,141

37,805

Foreign exchange (gains)/losses

(7,910)

45,816

Operating lease expense - plant and machinery

24,732

20,129

Loss on disposal of property, plant and equipment

254,614

185,318

7

Interest payable and similar expenses

2026
£

2025
£

Interest on obligations under finance leases and hire purchase contracts

23,717

8,657

Interest expense on other finance liabilities

404,930

549,372

428,647

558,029

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2026
£

2025
£

Wages and salaries

4,380,637

3,780,496

Social security costs

570,432

524,889

Pension costs, defined contribution scheme

113,200

249,457

Other employee expense

15,975

50,508

5,080,244

4,605,350

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2026
No.

2025
No.

Production

59

57

Administration and support

48

56

107

113

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2026
£

2025
£

Remuneration

373,464

413,015

Contributions paid to money purchase schemes

46,235

16,877

Sums paid to third parties for directors' services

24,000

26,200

443,699

456,092

During the year the number of directors who were receiving benefits was as follows:

2026
No.

2025
No.

Accruing benefits under money purchase pension scheme

4

4

In respect of the highest paid director:

2026
£

2025
£

Remuneration

119,212

119,580

Company contributions to money purchase pension schemes

12,989

4,036

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

10

Auditor's remuneration

2026
£

2025
£

Audit of the financial statements

37,500

56,400


 

11

Taxation

Tax charged/(credited) in the profit and loss account

2026
£

2025
£

Current taxation

UK corporation tax

70,494

-

UK corporation tax adjustment to prior periods

-

67,637

70,494

67,637

Deferred taxation

Arising from origination and reversal of timing differences

264,039

128,568

Tax expense in the income statement

334,533

196,205

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2025 - higher than the standard rate of corporation tax in the UK) of 25% (2025 - 25%).

The differences are reconciled below:

2026
£

2025
£

Profit/(loss) before tax

3,456,252

(1,037,173)

Corporation tax at standard rate

864,063

(259,293)

Tax increase from effect of capital allowances and depreciation

7,368

9,010

Effect of revenues exempt from taxation

(759,183)

-

Effect of expense not deductible in determining taxable profit (tax loss)

(6,883)

16,042

Decrease from tax losses for which no deferred tax asset was recognised

-

(21,431)

Tax increase arising from group relief

-

384,240

Deferred tax expense from unrecognised tax loss or credit

158,674

-

Tax increase from effect of adjustment in research and development tax credit

70,494

67,637

Total tax charge

334,533

196,205

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

12

Intangible assets

Goodwill
 £

Total
£

Cost or valuation

At 1 April 2025

382,816

382,816

At 31 March 2026

382,816

382,816

Amortisation

At 1 April 2025

363,675

363,675

Amortisation charge

19,141

19,141

At 31 March 2026

382,816

382,816

Carrying amount

At 31 March 2026

-

-

At 31 March 2025

19,141

19,141

13

Tangible assets

Furniture, fittings and equipment
 £

Motor vehicles
 £

Plant and machinery
£

Total
£

Cost or valuation

At 1 April 2025

184,035

51,297

8,186,129

8,421,461

Additions

-

-

17,835

17,835

Disposals

(84,136)

-

(1,076,942)

(1,161,078)

At 31 March 2026

99,899

51,297

7,127,022

7,278,218

Depreciation

At 1 April 2025

122,981

45,564

4,881,489

5,050,034

Charge for the year

28,903

5,240

507,868

542,011

Eliminated on disposal

(84,136)

-

(654,555)

(738,691)

At 31 March 2026

67,748

50,804

4,734,802

4,853,354

Carrying amount

At 31 March 2026

32,151

493

2,392,220

2,424,864

At 31 March 2025

61,054

5,733

3,304,640

3,371,427

The carrying amount of tangible assets pledged as security for liabilities amounted to £2,424,864 (2025 - £3,371,427).

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2026
£

2025
£

Plant and machinery

185,560

766,321

   

14

Investments

2026
£

2025
£

Investments in subsidiaries

-

100

Subsidiaries

£

Cost or valuation

At 1 April 2025

100

Revaluation

(100)

At 31 March 2026

-

Provision

Carrying amount

At 31 March 2026

-

At 31 March 2025

100

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2026

2025

Subsidiary undertakings

FGP Lufton Limited

4th Floor 24 Old Bond Street, Mayfair, London, W1S 4AW

United Kingdom

Ordinary

0%

100%

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Subsidiary undertakings

FGP Lufton Limited

FGP Lufton Limited entered administration during the year ended 31 March 2026. As a result, the company no longer exercises control over FGP Lufton Limited at the reporting date and the investment has been derecognised.

The principal activity of FGP Lufton Limited was the manufacture and sale of engineering parts for the aerospace industry.

15

Stocks

2026
£

2025
£

Raw materials and consumables

192,043

332,271

Work in progress

865,210

1,041,033

Finished goods and goods for resale

122,746

138,367

1,179,999

1,511,671

The carrying amount of stocks pledged as security for liabilities amounted to £1,179,999 (2025 - £1,511,671).

16

Debtors

2026
£

2025
£

Trade debtors

1,769,957

1,651,497

Other debtors

54,695

155,480

Prepayments

277,715

380,089

Accrued income

20,584

-

Corporation tax asset

300,528

202,547

2,423,479

2,389,613

The carrying amount of trade debtors pledged as security for liabilities amounted to £2,140,402 (2025 - £2,389,613).

17

Cash and cash equivalents

2026
£

2025
£

Cash at bank

28,740

36,785

Short-term deposits

67,011

2

95,751

36,787

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

18

Creditors

Note

2026
£

2025
£

Due within one year

 

Loans and borrowings

19

1,053,458

195,741

Trade creditors

 

1,018,983

1,877,657

Amounts due to group undertakings

 

-

6,110,999

Social security and other taxes

 

224,623

535,085

Other creditors

 

377,848

158,937

Accruals

 

473,640

214,107

 

3,148,552

9,092,526

Due after one year

 

Loans and borrowings

19

1,364,712

139,827

Other creditors

 

314,860

291,649

 

1,679,572

431,476

19

Loans and borrowings

Non-current loans and borrowings

2026
£

2025
£

Hire purchase contracts

37,465

139,827

Other borrowings

1,327,247

-

1,364,712

139,827

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Current loans and borrowings

2026
£

2025
£

Hire purchase contracts

49,574

195,741

Other borrowings

1,003,884

-

1,053,458

195,741

Hire purchase contracts are secured over the assets to which they relate.

Other borrowings of £1,003,884 (2025 - £nil) due within one year relates to an invoice discounting facility. Amounts are secured over the trade debtors of the company and interest is charged at 2.00% over the Bank of England Base Rate.

Other borrowings of £1,327,247 (2025 - £nil) due after one year relates to a loan facility from OBS Finance Limited. Interest accrues at 15% per annum. The capital together with all accrued interest is due for repayment in February 2028.

20

Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

2026
£

2025
£

Not later than one year

-

241,523

Later than one year and not later than five years

-

30,082

-

271,605

The amount of non-cancellable operating lease payments recognised as an expense during the year was £242,735 (2025 - £242,735).

21

Provisions for liabilities

Deferred tax
£

Other provisions
£

Total
£

At 1 April 2025

128,568

440,087

568,655

Increase (decrease) in existing provisions

264,039

105,474

369,513

At 31 March 2026

392,607

545,561

938,168

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

22

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £113,200 (2025 - £249,457).

Contributions totalling £20,153 (2025 - £35,143) were payable to the scheme at the end of the year and are included in creditors.

23

Share capital

Allotted, called up and fully paid shares

2026

2025

No.

£

No.

£

Ordinary shares of £1 each

1

1

1

1

       

24

Commitments

FGP Systems Limited was party to a group-wide security arrangement in connection with a £5,000,000 secured loan facility provided by OBS Finance Limited to FGP Group Holdings Ltd and its subsidiaries. Under the terms of a debenture dated 29 January 2024, FGP Systems Limited, together with Ramp Surface Coatings Limited, FGP Lufton Limited, and Heartland Engineering Limited, has granted security over its assets and is jointly and severally liable for the obligations of the group under the facility.

As at the prior balance sheet date, the total drawn balance under the facility was approximately £4,500,000. Accordingly, FGP Systems Limited was exposed to the liabilities of the other group companies under the terms of the joint and several guarantee.

During the year the £5m facility previously provided by OBS Finance Limited was fully repaid. On 9 February 2026, FGP Systems Limited became a borrower under the OBS Facility Agreement and received a further advance of £1.3m.

25

Related party transactions

Summary of transactions with other related parties

The following transactions are related due to common directorships.

During the year the company paid £24,000 (2025: £26,200) for services rendered by companies with common directorships.

 

FGP Systems Limited

Notes to the Financial Statements

Year Ended 31 March 2026

26

Parent and ultimate parent undertaking

At the reporting date of 31 March 2026, the company's immediate parent was RSC Group Holdings Limited (formerly FGP Group Holdings Limited), incorporated in England and Wales.

The company's ultimate parent undertaking at that date was Rcapital Investments LLP, incorporated in England and Wales. The consolidated financial statements of RSC Group Holdings Limited are the smallest and largest group financial statements in which the results of the company are consolidated. Copies of those financial statements are available from 4th Floor 24 Old Bond Street, London, W1S 4AW.

On 1 April 2026, following the completion of a group reorganisation, the company's immediate parent undertaking changed to FGPS Holdings Limited.

As a result of this transaction, the company's ultimate parent undertaking has not changed.

The transaction occurred after the reporting date and therefore did not affect the company's financial position as at 31 March 2026. The change has been disclosed as a non-adjusting event after the end of the reporting period.