Pentre Group Holdings Limited - Limited company accounts 25.1

REGISTERED NUMBER: 09860860 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 March 2026

for

Pentre Group Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

R P Johnstone

Mrs J Meal

H W Platt

K M Diskin

D Grosvenor

REGISTERED OFFICE:

Unit 2 Penfield Road

Leigh

United Kingdom

Lancashire

WN7 3PG

REGISTERED NUMBER:

09860860 (England and Wales)

AUDITORS:

Voisey & Co LLP

8 Winmarleigh Street

Warrington

Cheshire

WA1 1JW

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

REVIEW OF BUSINESS

The company continues to act as a non trading parent and intermediate parent company.

ON BEHALF OF THE BOARD:

Mrs J Meal - Director

3 September 2026

The directors present their report with the financial statements of the company for the year ended 31 March 2026.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of non trading parent and intermediate parent company.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2026.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2025 to the date of this report.

R P Johnstone

Mrs J Meal

H W Platt

Other changes in directors holding office are as follows:

J P Orrell - resigned 30 October 2025

M F Seymour - resigned 20 November 2025

K M Diskin and D Grosvenor were appointed as directors after 31 March 2026 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Voisey & Co LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs J Meal - Director

3 September 2026

Opinion

We have audited the financial statements of Pentre Group Holdings Limited (the 'company') for the year ended 31 March 2026 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 the audit:

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

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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 three, 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 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.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

1 - We enquired of management and those charged with governance about actual and potential litigation and claims, including review of relevant nominal ledger accounts.

2 - We obtained an understanding of laws, regulations and guidance that affect the Company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws, regulations and guidance that we identified included the Companies Act 2006, health and safety legislation and employment legislation.

3 - We enquired of management and those charged with governance to identify any instances of non-compliance with laws and regulations. We also reviewed meeting minutes for evidence of non-compliance with relevant laws and regulations.

4 - We reviewed the Company's financial statement disclosures and agreed to supporting documentation to assess compliance with the applicable laws and regulations discussed above.

5 - We gained an understanding of the controls that management have in place to prevent and detect fraud. We enquired of management about any incidences of fraud that had taken place during the accounting period.

6 - The risk of fraud and non-compliance with laws and regulations was discussed within the audit team and tests were planned and performed to address these risks.

7 - In addressing the risk of fraud due to management override of controls, we performed testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

8 - We also challenge management assumptions with regard to accounting estimates.

Despite appropriate planning and performing our work in accordance with International Auditing Standards, there are always inherent limitations that non-compliance is not detected. Non-compliance with laws and regulations is often further removed from the events and transactions reflected in the financial statements and material misstatements due to fraud can be deliberately concealed from auditors, for example through misrepresentation, forgery or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Philip Urmston (Senior Statutory Auditor)

for and on behalf of Voisey & Co LLP

8 Winmarleigh Street

Warrington

Cheshire

WA1 1JW

17 September 2026

TURNOVER

-

OPERATING PROFIT

-

Income from shares in group undertakings

-

1,865,000

PROFIT BEFORE TAXATION

-

1,865,000

Tax on profit

4

-

PROFIT FOR THE FINANCIAL YEAR

-

1,865,000

PROFIT FOR THE YEAR

-

1,865,000

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

-

1,865,000

FIXED ASSETS

Investments

6

8,612,530

CURRENT ASSETS

Debtors

7

21,892

CREDITORS

Amounts falling due within one year

8

795,734

NET CURRENT LIABILITIES

(773,842

)

(773,842

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

7,838,688

CAPITAL AND RESERVES

Called up share capital

9

11,450

Merger reserves

10

4,559,531

Retained earnings

10

3,267,707

SHAREHOLDERS' FUNDS

7,838,688

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2026 and were signed on its behalf by:

R P Johnstone - Director

Called up

share

Retained

Merger

Total

capital

earnings

reserves

equity

£

Balance at 1 April 2024

11,450

3,267,707

4,559,531

7,838,688

Changes in equity

Dividends

-

(1,865,000

)

-

(1,865,000

)

Total comprehensive income

-

1,865,000

-

1,865,000

Balance at 31 March 2025

11,450

3,267,707

4,559,531

7,838,688

Changes in equity

Balance at 31 March 2026

11,450

3,267,707

4,559,531

7,838,688

1.	STATUTORY INFORMATION

Pentre Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS102") 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 are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Pentre Group Holdings Limited is a wholly owned subsidiary of Pentre 2020 Limited, which in turn is a wholly owned subsidiary of Pentre 2025 Limited. The results of Pentre Group Holdings Limited are included in the consolidated financial statements of Pentre 2025 Limited, which are available from the Company Secretary, Unit 2, Penfield Road, Leigh, Lancashire, WN7 3PG.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and
11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

Investments in subsidiaries

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 profit or loss.

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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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 lo realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2026 nor for the year ended 31 March 2025.

The average number of employees during the year was as follows:

31.3.26

31.3.25

Management

5

31.3.26

31.3.25

£

Directors' remuneration

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2026 nor for the year ended 31 March 2025.

5.

DIVIDENDS

31.3.26

31.3.25

£

Interim

-

1,865,000

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2025

and 31 March 2026

8,612,530

NET BOOK VALUE

At 31 March 2026

8,612,530

At 31 March 2025

8,612,530

Subsidiaries

Details of the company's subsidiaries at 31 March 2026 are as follows:

Name of undertaking

Address

Nature of business

Pentre Holdings Limited

1

Holding Company

Pentre Group Limited

2

Cable reel and drum manufacturer

Pentre Overseas Holdings Limited

3

Holding Company

Pentre Deutschland GmbH

4

Dormant

Pentre Engineering Limited

5

Dormant

Pentre Properties Limited

6

Dormant

Pentre Kovo CZ Spol. s.r.o

7

Steel reel manufacturer

Pentre Farres S.L.

8

Plywood reel manufacturer

Registered office addresses (all UK unless otherwise indicated):

1 Unit 2 Penfield Road, Leigh, Lancashire, WN7 3PG

2 Unit 2 Penfield Road, Leigh, Lancashire, WN7 3PG

3 Unit 2 Penfield Road, Leigh, Lancashire, WN7 3PG

4 Pelmanstr, 45, 45131 Essen, Germany

5 Unit 2 Penfield Road, Leigh, Lancashire, WN7 3PG

6 Unit 2 Penfield Road, Leigh, Lancashire, WN7 3PG

7 Hurviny 2795, Rakonvik II, 270 36, Czech Republic

8 Calle Can Carrero N3, Les Franqueses Del Valles, 08520, Barcelona, Spain

All investments are in Ordinary Shares and represent 100% of the issued share capital.

The shares in Pentre Group Limited, Pentre Overseas Holdings Limited, Pentre Engineering Limited, Pentre Properties Limited, Pentre Deutschland GmbH, Pentre Kovo CZ spol s.r.o. and Pentre Farres S.L. are held by subsidiary undertakings and represent 100% of the share capital.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.26

31.3.25

£

Amounts owed by group undertakings

21,892

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.26

31.3.25

£

Amounts owed to group undertakings

795,734

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.26

31.3.25

value:

£

11,450

Ordinary

£1

11,450

10.

RESERVES

Retained

Merger

earnings

reserves

Totals

£

At 1 April 2025

3,267,707

4,559,531

7,827,238

Profit for the year

-

At 31 March 2026

3,267,707

4,559,531

7,827,238

Retained earnings

Includes all current and prior periods retained profits and losses.

Merger reserve

Includes all gains made on the merger of the group.

11.	RELATED PARTY DISCLOSURES

Transactions with related parties

The company has taken advantage of the exemption available whereby it has not disclosed transactions with other companies that are wholly owned within the group.

12.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party are the shareholders of Pentre 2025 Limited.