Company registration number 14218939 (England and Wales)
PG SOURCE ACQUISITION LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
PG SOURCE ACQUISITION LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
PG SOURCE ACQUISITION LTD
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
3,007,172
3,007,172
Current assets
-
-
Creditors: amounts falling due within one year
5
(7,766,179)
(7,559,458)
Net current liabilities
(7,766,179)
(7,559,458)
Net liabilities
(4,759,007)
(4,552,286)
Capital and reserves
Called up share capital
6
21
21
Share premium account
7
4,265,530
4,265,530
Profit and loss reserves
7
(9,024,558)
(8,817,837)
Total equity
(4,759,007)
(4,552,286)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved and signed by the director and authorised for issue on 27 October 2026
E C Welles-Gertz
Director
Company registration number 14218939 (England and Wales)
PG SOURCE ACQUISITION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information
PG Source Acquisition Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Bicester Innovation Centre, Commerce House, Telford Road, Bicester, OX26 4LD.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The financial statements of the Company have been prepared on a going concern basis, which assumes the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The directors have assessed the Company’s ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements, taking into account the following factors:true
As at 31 December 2025, the Company owed £6,464,621 to its immediate parent undertaking, PG Source Acquisition Inc, under a loan note agreement. The loan accrues interest at 4% per annum and is repayable on demand by the Company. As of the date of signing these financial statements, the loan has not been called, and the directors have no expectation that it will be called within the next 12 months, based on ongoing discussions with PG Source Acquisition Inc, its historical support and the letter of support provided by PG Source Topco, LLC, PG Source Acquisition Inc and its lead investor, ParkerGale. Whereby it is agreed that it is their current intention that, if the Company and its subsidiary require further funding, they will enter into a non-binding discussion to consider the long-term funding requirements of the Company at that point with the likely outcome to provide additional funding as required. The letter also agrees that PG Source Topco, LLC, PG Source Acquisition Inc and its lead investor, ParkerGale will not recall the amounts due from PG Source Acquisition Ltd for a period of at least 12 months from the expected date of approval of these financial statements.
In addition, the Company owed £1,301,558 as at 31 December 2025, comprising fully to other group undertakings.
The directors have prepared detailed forecasts covering a period of at least 12 months from the date of signing, incorporating assumptions around operational performance and the continued support of PG Source Topco, LLC, PG Source Acquisition Inc and its lead investor, ParkerGale. Based on these forecasts and the financial arrangements outlined above, the directors conclude that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis remains appropriate for the preparation of these financial statements.
PG SOURCE ACQUISITION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities 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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
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 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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
PG SOURCE ACQUISITION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.6
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
1
1
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
3,007,172
3,007,172
PG SOURCE ACQUISITION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4
Fixed asset investments
(Continued)
- 5 -
Fair value of financial assets carried at amortised cost
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
Movements in fixed asset investments
Shares in group
undertakings
£
Cost or valuation
At 1 January 2025 & 31 December 2025
11,310,816
At 31 December 2025
11,310,816
Impairment
At 1 January 2025 & 31 December 2025
(8,303,644)
At 31 December 2025
(8,303,644)
Carrying amount
At 31 December 2025
3,007,172
At 31 December 2024
3,007,172
5
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
7,766,179
7,059,458
Other creditors
500,000
7,766,179
7,559,458
Included in amounts owed to group undertakings is a loan of £7,050,000 which is repayable on demand and attracts interest at 2.97%, the remaining balance is repayable on demand and is provided interest free.
6
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
21
21
21
21
PG SOURCE ACQUISITION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Called up share capital
(Continued)
- 6 -
Voting rights: All shares rank equally for voting purposes. On a show of hands each member has one vote and on a poll each member has one vote per share held.
Dividend rights: Each share ranks equally for any dividend declared.
Rights to capital: Each share ranks equally for any distribution made on a winding up.
Rights of redemption: The shares are not redeemable.
7
Reserves
Share premium
This reserve records the amount above the nominal value received for shares sold, less transaction costs.
Profit and loss reserves
This reserve records retained earnings and accumulated losses.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified.
Senior Statutory Auditor:
David Guest FCA
Statutory Auditor:
UHY Affinia
Date of audit report:
27 October 2026
9
Related party transactions
The company has taken advantage of the exemption available under Section 33 of FRS 102 and has not disclosed details of transactions or balances with other wholly-owned group companies.
10
Parent company
The immediate parent company of the company is PG Source Acquisition Inc, a company registered in the US.
PG Source Topco LLC is the parent undertaking of the smallest group of undertakings for which group accounts are drawn of which the company is a member. The registered office is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
The ultimate controlling party is ParkerGale Capital II LP by owning more than 50% but less than 75% of the shares in PG Source Investment LLC as at year ended December 2025.