Company Registration No. SC484451 (Scotland)
PRYME GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PRYME GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
T J Buchan
K R D Murray
W Thain
Secretary
Brodies Secretarial Services Limited
Company number
SC484451
Registered office
Brodies House
31-33 Union Grove
Aberdeen
AB10 6SD
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
PRYME GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 20
PRYME GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the Strategic Report and financial statements of Pryme Group Holdings Limited (“the Company”) for the year ended 31 December 2025.
Fair review of the business
The Company is a holding company of a Group of companies (“the Group”) which provide innovative engineering solutions, high quality manufacturing and testing services to a broad range of customers operating in the energy, defence and general industrial sectors. The Group’s aim is to deliver innovative products, services and solutions supporting our clients to create a sustainable future.
The Company incurs corporate overheads of which a portion are recharged to its subsidiaries by way of a management fee. During the period the Company recorded an operating loss of £3k (2025: £3k).
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
In making their assessment, the directors have reviewed trading forecasts for the next 12 months, which include consideration of the compliance with terms associated with the Group lending facilities.
Based on their assessment, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Principal risks and uncertainties
The management of the business and execution of the Company (and the Group’s) strategy are subject to several risks. The key business risks affecting the core activities of the Company are set out below. Risks are reviewed by the board and appropriate processes put in place to monitor and mitigate them.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Company monitors the timing of cash flows and align this with its strategic planning. Forecasts are produced to assist management in identifying liquidity requirements and maintaining adequate resources.
The Company’s primary sources of finance are the operating cash flows and shareholder investment.
Credit risk
The Company’s principal financial assets are bank balances and cash and trade and other receivables. Its credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identifiable loss event which, based on previous experience, is evidence of a reduction in the recoverability of cash flows. The credit risk in liquid funds is limited because the counterparties are banks with credit ratings assigned by international credit rating agencies.
The Company has no significant concentration of credit risk, with exposure spread over a number of customers.
Future developments
The strategy of the Directors is to continue to operate the Company as a holding company.
T J Buchan
Director
9 September 2026
PRYME GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The company acts as an intermediate parent company of a group of companies (“the Group”) which provide innovative engineering solutions, high quality manufacturing and testing services to a broad range of customers operating in the energy, defence and general industrial sectors. The Group’s aim is to deliver innovative products, services and solutions supporting our clients to create a sustainable future.
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
T J Buchan
K R D Murray
W Thain
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Auditor
The auditor, Johnston Carmichael LLP, were appointed during the current period and are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Matters addressed in the strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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 to the extent that these are relevant.
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 company’s auditor 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 company’s auditor is aware of that information.
On behalf of the board
T J Buchan
Director
9 September 2026
PRYME GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 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 then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.
PRYME GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PRYME GROUP HOLDINGS LIMITED
- 4 -
Opinion
We have audited the financial statements of Pryme Group Holdings Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
PRYME GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PRYME GROUP HOLDINGS LIMITED
- 5 -
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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or.
the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors’ Report and from the requirement to prepare a Strategic Report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 2, 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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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:
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
PRYME GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PRYME GROUP HOLDINGS LIMITED
- 6 -
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to management override of controls.
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Performing audit work over the deferred tax asset, including review of supporting calculations and considerations over the recoverability of the asset;
Performing audit work over the carrying value of investments, including considerations over impairment and the recoverability of the investments;
Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
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.
Fiona Munro (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
9 September 2026
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
PRYME GROUP HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Administrative expenses
(570,560)
(924,889)
Other operating income
567,952
922,336
Operating loss
3
(2,608)
(2,553)
Exceptional item
4
(4,330,212)
(862,832)
Interest payable and similar expenses
6
-
(13,533)
Amounts written off investments
7
-
(955,721)
Loss before taxation
(4,332,820)
(1,834,639)
Tax on loss
8
(360,207)
(1,036)
Loss and total comprehensive expenditure for the financial year
(4,693,027)
(1,835,675)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
PRYME GROUP HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
5,530
8,086
Investments
11
21,870,227
21,870,227
21,875,757
21,878,313
Current assets
Debtors falling due after more than one year
13
19,661
379,868
Debtors falling due within one year
13
11,044,326
9,672,570
Cash at bank and in hand
7,505
14,309
11,071,492
10,066,747
Creditors: amounts falling due within one year
14
(21,977,024)
(16,281,808)
Net current liabilities
(10,905,532)
(6,215,061)
Net assets
10,970,225
15,663,252
Capital and reserves
Called up share capital
17
33,228,832
33,228,832
Share premium account
1,463,101
1,463,101
Capital redemption reserve
118,012
118,012
Profit and loss reserves
18
(23,839,720)
(19,146,693)
Total equity
10,970,225
15,663,252
The financial statements were approved by the board of directors and authorised for issue on 9 September 2026 and are signed on its behalf by:
T J Buchan
Director
Company Registration No. SC484451
PRYME GROUP HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2024
33,228,832
1,463,101
118,012
(17,311,018)
17,498,927
Year ended 31 December 2024:
Loss and total comprehensive expenditure for the year
-
-
-
(1,835,675)
(1,835,675)
Balance at 31 December 2024
33,228,832
1,463,101
118,012
(19,146,693)
15,663,252
Year ended 31 December 2025:
Loss and total comprehensive expenditure for the year
-
-
-
(4,693,027)
(4,693,027)
Balance at 31 December 2025
33,228,832
1,463,101
118,012
(23,839,720)
10,970,225
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
1
Accounting policies
Company information
Pryme Group Holdings Limited is a private company limited by shares incorporated and domiciled in Scotland. The registered office is Brodies House, 31-33 Union Grove, Aberdeen, AB10 6SD.
1.1
Accounting convention
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.
This 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 (where applicable):
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel and transactions entered into with any wholly-owned subsidiary within the same group.
The financial statements of the company are consolidated in the financial statements of Three60 Energy Limited. These consolidated financial statements are available from its registered office, C/O Brodies LLP, 90 Bartholomew Close, London, EC1A 7EB.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Office equipment
20% - 25% reducing balance
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 credited or charged to the statement of comprehensive income.
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -
1.4
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
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 the statement of comprehensive income.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include certain 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.
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
Impairment of financial assets
Financial assets 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 the statement of comprehensive income.
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 the statement of comprehensive income.
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 company 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.
Basic financial liabilities
Basic financial liabilities, including certain creditors and loans from fellow group companies, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company 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 company.
1.9
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 statement of comprehensive income 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
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 statement of comprehensive income, 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 when the company has 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.
1.10
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 14 -
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.
Impairment of investments
At each reporting period end date, the directors review the carrying value of the company's fixed asset investments for 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). The assessment of recoverable amount involves judgement over net sales value and future cash generation attributable to the underlying investments.
The carrying value of the company's investment in subsidiaries is outlined at note 11.
Recoverability of intragroup debtors
The company makes an estimate of the recoverable value of its intragroup debtors. When assessing impairment, management consider factors including the current credit rating of the debtor, the aging profile of debtors and historical collection experience.
The carrying value of amounts owed by group undertakings at the reporting date is outlined at note 13.
Recognition of deferred tax assets
In determining the timing and magnitude of recognition of deferred tax assets, management makes a forecast of estimated taxable profits in future periods. This requires the use of forward looking information in relation to future sales, costs and their treatment for tax purposes, which are subjective in nature.
The balance of deferred tax assets recognised is outlined at note 15.
3
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
5,000
5,950
Depreciation of owned tangible fixed assets
2,556
2,450
Operating lease charges
-
2,167
The company has taken advantage of the exemption from the disclosure of remuneration paid to its auditors for non-audit services. This exemption is available to the company as the parent company prepares consolidated accounts which are required to include such disclosures.
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
4
Exceptional item
2025
2024
£
£
Impairment of amounts owed by group undertakings
4,330,212
862,832
During the prior and current year, the company impaired its amounts due from its subsidiary as part of a wider business transfer of activities.
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Administrative
1
1
Directors
2
2
Total
3
3
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
460,025
496,206
Social security costs
52,384
41,385
Pension costs
40,922
35,113
553,331
572,704
6
Interest payable and similar expenses
2025
2024
£
£
Other interest
13,533
7
Amounts written off investments
2025
2024
£
£
Other gains and losses
-
(955,721)
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
8
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
360,207
1,036
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Loss before taxation
(4,332,820)
(1,834,639)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(1,083,205)
(458,660)
Tax effect of expenses that are not deductible in determining taxable profit
1,082,634
454,715
Group relief
360,778
4,981
Taxation charge for the year
360,207
1,036
9
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2025
2024
Notes
£
£
In respect of:
Fixed asset investments
11
-
955,721
Recognised in:
Amounts written off investments
-
955,721
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
10
Tangible fixed assets
Office equipment
£
Cost
At 1 January 2025 and 31 December 2025
12,772
Depreciation and impairment
At 1 January 2025
4,686
Depreciation charged in the year
2,556
At 31 December 2025
7,242
Carrying amount
At 31 December 2025
5,530
At 31 December 2024
8,086
11
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
12
21,870,227
21,870,227
12
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
G A Engineering (Group) Limited
Brodies House, 31-33 Union Grove, Aberdeen, AB10 6SD
Holding Company
Ordinary
100.00
-
GA Engineering (North West) Limited
Brodies House, 31-33 Union Grove, Aberdeen, AB10 6SD
Engineering
Ordinary
0
100.00
G.A. Engineering (Scotland) Limited
Brodies House, 31-33 Union Grove, Aberdeen, AB10 6SD
Engineering
Ordinary
0
100.00
GA Engineering (Sliding Head Division) Limited
Brodies House, 31-33 Union Grove, Aberdeen, AB10 6SD
Engineering
Ordinary
0
100.00
Pryme Group Limited
C/O Brodies LLP, 90 Bartholomew Close, England, EC1A 7BN
Engineering
Ordinary
100.00
-
SengS Engineering Solutions Limited
Brodies House, 31-33 Union Grove, Aberdeen, AB10 6SD
Engineering
Ordinary
100.00
-
Hydratron Limited
C/O Brodies LLP, 90 Bartholomew Close, England, EC1A 7BN
Manufacturing of pumps
Ordinary
100.00
-
IMES International Limited
Brodies House, 31-33 Union Grove, Aberdeen, AB10 6SD
Inspection and monitoring services
Ordinary
100.00
-
Caley Ocean Systems Limited
Brodies House, 31-33 Union Grove, Aberdeen, AB10 6SD
Engineering
Ordinary
100.00
-
G.A Engineering (North West) Limited, G.A. Engineering (Scotland) Limited and GA Engineering (Sliding Head Division) Limited are subsidiaries of G.A Engineering (Group) Limited.
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
11,022,671
9,626,869
Other debtors
13,007
36,842
Prepayments and accrued income
8,648
8,859
11,044,326
9,672,570
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 15)
19,661
379,868
Total debtors
11,063,987
10,052,438
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
14
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
9,955
15,226
Amounts owed to group undertakings
21,830,419
15,843,182
Taxation and social security
24,459
21,222
Other creditors
41
Accruals and deferred income
112,191
402,137
21,977,024
16,281,808
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
15
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2025
2024
Balances:
£
£
Tangible fixed assets
(1,383)
(2,022)
Tax losses
19,277
381,157
Short term timing differences
1,767
733
19,661
379,868
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15
Deferred taxation
(Continued)
- 19 -
2025
Movements in the year:
£
Asset at 1 January 2025
(379,868)
Charge to profit or loss
360,207
Asset at 31 December 2025
(19,661)
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
40,922
35,113
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the reporting date, outstanding pension contributions of £7,066 (2024: £5,862) were due to the fund by the company and are included within creditors due within one year.
17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A1 Ordinary shares of £1 each
7,750,000
5,000,000
7,750,000
5,000,000
A2 Ordinary shares of 40p each
13,575,000
13,575,000
5,430,000
5,430,000
B1 Ordinary shares of £1 each
1,680,000
1,680,000
1,680,000
1,680,000
B2 Ordinary shares of 50p each
60,000
60,000
30,000
30,000
Deferred shares of 1p each
0
1,833,883,398
-
18,338,832
Preferred Ordinary shares of £1 each
-
2,750,000
-
2,750,000
Deferred A shares of £10 each
1,829,133
-
18,291,328
-
Deferred B shares of 1p each
4,750,398
-
47,504
-
29,644,531
1,856,948,398
33,228,832
33,228,832
Changes
On 4 November 2025, 2,750,000 Preferred Ordinary shares with par value of £1 were re-designated as A1 Ordinary Shares with par value of £1.
On 4 November 2025, 1,829,133,000 Deferred shares with par value of 1p each were consolidated into 1,829,133 Deferred A shares of par value of £10 each and 4,750,398 Deferred B Shares with par value of 1p each.
Rights
A1 Ordinary shares, A2 Ordinary shares, B1 Ordinary shares, B2 Ordinary shares hold one voting right per share, are entitled to dividends and rights to capital on return of assets on liquidation, reduction of capital, or otherwise.
Deferred A and Deferred B shares have no voting rights or dividend rights and have rights to £1 in aggregate on a return of assets on liquidation, reduction or capital or otherwise.
PRYME GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
18
Profit and loss reserves
The profit and loss reserves represents cumulative profits and losses, less any dividends paid.
Share premium account
The share premium account represents the excess amount received by the company over the par value of its shares.
Capital redemption reserve
Capital redemption reserve represents amounts retained as fixed capital following redemptions of share capital under companies legislation.
19
Financial commitments, guarantees and contingent liabilities
The company is subject to a cross guarantee provided in respect of certain group-wide banking facilities. These facilities are secured by fixed and floating charges over the assets and undertakings of the company and all other group-wide facility participants.
20
Ultimate controlling party
The company's immediate and ultimate parent undertaking is Three60 Energy Limited, company number 10366459 which has its registered office at C/O Brodies LLP, 90 Bartholomew Close, London, EC1A 7BN.
Three60 Energy Limited is the smallest and largest undertaking that prepares consolidated financial statements including the company, copies of which are available from the UK Companies House website.
The ultimate controlling party of Three60 Energy Limited is Simmons Private Equity II LP, a Limited Partnership incorporated in Guernsey, by virtue of its ownership of share capital.
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