REG - CT Automotive Group - Final Results
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RNS Number : 9909E CT Automotive Group PLC 20 May 2026
20 May 2026
CT Automotive Group plc
("CT Automotive" or the "Group")
Final Results
CT Automotive, a leading designer, developer and supplier of interior
components to the global automotive industry, today announces its results for
the year ended 31 December 2025 ("FY25").
CEO Simon Phillips commented:
"FY25 was a year that tested the entire automotive sector, yet CT Automotive
has continued to demonstrate resilience and strategic agility. Despite
volatility in the market, we delivered a solid financial performance, with a
third consecutive year of improved profit before tax. We strengthened
margins and won the highest level of new business wins in the Company's
history. Our ability to rapidly near-shore programs from China to Mexico and
support customers seeking tariff-resilient supply routes has become a clear
competitive advantage, and has already translated into material new program
wins.
We have invested further in our Mexico facility to support growing demand,
expanded our global sales team to deepen customer engagement in every major
region, and continued to embed AI and automation throughout our operations.
These actions have underpinned record RFQ activity, and we enter FY26 with
confidence in our ability to continue delivering improved performance."
Financial highlights
FY25 FY24¹ % Change
(restated)
$m $m
Revenue 114.8 119.7 (4.1%)
Gross profit 35.0 33.1 5.7%
Gross profit margin 31% 28% 295 bps
Adjusted EBITDA² 14.8 14.8 0.0
Adjusted PBT² 9.5 7.9 20.3%
Reported PBT 9.1 6.6 38%
Basic EPS 11.4c 9.2 23.9%
Net debt³ 7.7 6.2 24.2%
¹FY24 restated following prior year adjustments
²Adjusted for non-cash foreign exchange translation losses/gain of $0.5m
gain (FY24: $1.2m loss) hyperinflation of $0.4m (FY24: $0.2m) and one-off
redundancy costs of $0.4m (FY24: nil) as explained in the Notes below
³ Net debt excludes IFRS 16 lease liabilities
FY25 Financial Highlights
· Adjusted profit before tax increased by 20% to $9.5m (FY24: $7.9m
restated). Third consecutive year of improved adjusted PBT
· A further improvement of 295 bps in gross profit margin, to 31%,
driven by cost efficiencies, and integration of AI, automation, and
digitisation strategies
· Further investment in capital expansion of $5.6m to expand
Mexican production facility and fund improvements in Chinese plant
FY25 Operational Highlights
· Successful scale-up of our Mexican production facility
· 15 contract wins in FY25 worth $47m in annualised revenue (when
all fully operational over the next three years)
· Sales team delivering a strengthened RFQ and RFI pipeline
· Two new OEM customers have completed audits in CT facilities
· Relentless focus on direct and overhead cost reduction program,
as well as the continued adoption of robotics, automation, digitisation and AI
Current Trading and Outlook
· Current trading in line with management expectations. $47m of new
contract wins secured in FY25 providing strong and visible revenue growth
· Streamlined and robust business operating effectively in a
volatile macro-economic environment
· In-house AI department developing a cutting-edge agentic factory
operating system, with planned roll-out in Q4 2026
· Looking further ahead, the sales team enters FY26 with the
strongest pipeline and order book in the Company's history and the $47m of new
wins changes the picture materially for FY27.
As a result, the Board is targeting a reduction in net debt in later years as
cash builds
Investor Presentation
Simon Phillips, Chief Executive Officer and Ray Bench, Non-Executive
Chairman, will provide a live presentation relating to the Full Year Results
via Investor Meet Company on 20 May 2026, 10:00 BST.
Investors can sign up to Investor Meet Company for free and add to meet CT
AUTOMOTIVE GROUP PLC via:
https://www.investormeetcompany.com/ct-automotive-group-plc/register-investor
(https://www.investormeetcompany.com/ct-automotive-group-plc/register-investor)
Enquiries:
CT Automotive
Ray Bench, Non-Executive Chairman
Simon Phillips, Chief Executive Officer
Singer Capital Markets Advisory LLP (Nominated Adviser and Broker) Tel: +44 (0)20 7496 3000
Alex Bond, Daniel Ingram, Samed Ethemi
Notes to editors
CT Automotive is engaged in the design, development and manufacture of bespoke
automotive interior finishes (for example, dashboard panels and fascia
finishes) and kinematic assemblies (for example, air registers, arm rests,
deployable cup holders and storage systems), as well as their associated
tooling, for the world's leading automotive original equipment manufacturers
("OEMs") and global Tier One manufacturers.
The Group is headquartered in the UK with a low-cost manufacturing footprint.
Key production facilities are located in China with additional manufacturing
facilities in Mexico and Türkiye and distribution facilities and assembly
lines in Europe, Asia and the US. The Company has a low-cost design and
administrative centre in India.
CT Automotive's operating model enables it to pursue a price leadership
strategy, supplying high quality parts to customers at a lower overall landed
cost than competitors. This has helped the Group build a high-quality
portfolio of OEM customers, both directly and via Tier One suppliers including
Forvia and Marelli. End customers include volume manufacturers, such as
Nissan, Ford, GM and Volkswagen Audi Group, and premium luxury car brands such
as Bentley and Lamborghini. In addition, the Group supplies all our customer
base with a range of products for PHEV and BEV platforms and supplies electric
car manufacturers, including Rivian and a US based major EV OEM.
The Group currently supplies component part types to over 64 different models
for 21 OEMs. Since its formation, the Group has been one of the very few new
entrants to the market, which is characterised by high barriers to entry.
Chair's Statement
Overview
I am pleased to present another strong financial performance from CT
Automotive. Our relentless drive for operational efficiency, supported by the
continued adoption of AI, digitisation and robotics, has delivered sustained
continuous improvement in our adjusted profit before tax for a third
consecutive year.
During 2025, fluctuating trade policy created significant disruption across
the automotive industry. Rapidly changing tariff regimes, in some cases
implemented with little notice, affected OEM production planning, global
logistics and just-in-time supply chains, and created risks to OEM production
lines.
Sheltering from tariff exposure by seeking alternative production locations
and near-shoring supply chains increased in importance for our customers. CT
Automotive was able to take advantage of this by offering to supply from our
Mexican production facility, providing a shelter from tariff exposure and
near-shoring supply lines to more reliable overland routes.
We were not immune to global trade disruption however, and suffered volume
reductions due to OEMs de-stocking, reducing production volumes and delaying
start of production on some new programs. As a consequence, and with pricing
remaining stable, revenue was down slightly from the prior year at $114.8
million (FY24: $119.7 million), a reduction of 4%.
Despite these external pressures, CT Automotive improved adjusted profit
before tax for the third consecutive year, up by 20% to $9.5 million (FY24:
$7.9 million restated) demonstrating that our relentless focus on operational
efficiency and cost management is delivering sustained results. Reported PBT
was $9.1 million, up by 38% in comparison to FY24 ($6.6 million restated). To
achieve this, we have continued to adopt the latest technology, improving
margins by increasing automation, digitisation and robotics and incorporating
AI driven systems into our manufacturing processes. From early 2026, we are
now utilising a bespoke agentic AI system within our production facility in
Mexico, making CT Automotive one of the most technologically advanced
manufacturers in our sector.
Board Changes
At the end of the financial year, Nick Timberlake stepped down from his role
as Non-Executive Director. In addition, in early 2026, Salman Mohammed
resigned as Chief Financial Officer. The Board would like to thank both Nick
and Salman for their contributions to CT Automotive and wish them well in
their future endeavours. Following these changes, our Group Head of Finance,
Anshul Gupta, and Group Financial Controller, Victoria Thomas, lead the
finance function and report directly to the Board with the support of Geraint
Davies, Senior Independent Non-Executive Director and Chair of the Audit and
Risk Committee. The Board will determine the most effective longer-term
structure for finance within CT Automotive in due course.
In February 2026, we were pleased to welcome Gary McGrath to the Board as an
Independent Non-Executive Director. Gary, a chartered accountant with over 30
years' international finance experience, brings extensive operational and
listed company expertise, which will strengthen the Board's capabilities in
finance, strategic planning, governance and investor engagement.
Prior year adjustments
The Board has been concerned by the discovery of certain accounting
misstatements, the primary impact of which is a downward adjustment in FY24
adjusted profit before tax of $0.8 million and a reduction in net assets of
$5.0 million. The detail for this is provided in the Finance Review and Note
2 to the Consolidated Financial Statements. The Group has conducted a
comprehensive review of the Group's balance sheet and historical accounting
treatments and has satisfied itself that no further adjustments are required
and that it has a more robust internal financial control structure in place to
avoid any future repetition. None of these prior period accounting adjustments
affect working capital or cash and have no impact on the underlying
operational performance of the business in FY25 or the Group's expected future
financial performance.
Governance and culture
As I said in my statement last year, we remain focused on what we can control,
and we have delivered on that. Our relentless drive for cost reduction,
utilising the latest technology, has produced a third consecutive year of
improvement in reported PBT. Our entrepreneurial culture means we continue
to evolve at pace and this year we have successfully scaled-up production in
our Mexican facility, and streamlined our operations in China, with Shenzhen
now an innovation and technology hub and production consolidated in Ganzhou.
Our facility in Türkiye is operating well and remains profitable despite the
impact of ongoing hyper-inflation in the region.
The significant scale-up of production in our Mexican facility has
demonstrated the strength of our culture. Teams from across the Group provided
hands-on support on the ground in Mexico, working tirelessly alongside local
operators to deliver program launches. The senior leadership team have been
heavily involved in Mexico, identifying and resolving implementation issues
and seizing the opportunity to deploy new AI technology to take operational
efficiency beyond that anywhere else in the Group.
I would like to recognise the dedication and commitment shown by employees
across the business during what has been a particularly demanding year.
Our training programs have continued to improve, again using the latest
technology to deliver relevant and targeted training, and our focus on health
and safety has delivered a reduction in reportable HSE incidents from 55 in
2024 to just 24 in 2025. Our sustainability program continues to progress, as
we work to improve the environmental performance of our products and
operations in support of our customers' sustainability objectives.
Finally, our expanded sales team is now in place and beginning to deliver new
customers and increased content per vehicle platform, all of which will go
straight to the bottom line. Importantly, our facilities retain additional
capacity to support future growth without requiring significant additional
capital investment.
Looking ahead
When I look back at 2025 and consider the volatile macro-economic backdrop, I
am proud of the resilience of our teams and the financial results we have
delivered. CT Automotive is a financially robust business, with a strong
culture and an experienced leadership team working collaboratively across our
international operations.
We are now well placed to increase market share in our traditional automotive
market, as well as potentially developing new complementary revenue streams
leveraging our technical capabilities.
As we progress through 2026, I am confident in our strategy and our ability to
deliver a strong financial performance, despite the current macro-economic
challenges the world is facing, not least, the conflict in the Gulf which is
only starting to impact global markets. I also know we will not rest on our
laurels and will continue to seek continuous improvement in all aspects of our
business.
CEO's Statement
Introduction
The Group delivered a strong financial performance in 2025, achieving
its highest adjusted profit before tax in the past four years at $9.5 million
(FY24: $7.9 million restated). Reported profit before tax was $9.1 million, up
by 38% in comparison to FY24 ($6.6 million restated). While the global
automotive sector continues to experience structural change and uncertainty,
CT Automotive has remained focused on innovation, operational discipline, and
strategic positioning in order to strengthen the business for long-term
sustainable growth.
During the year, the Group delivered improvements across several key financial
metrics, including gross margin and adjusted profit before tax. Gross margin
improved by 295 basis points to 31% (FY24: 28%) and adjusted profit before tax
was $9.5 million (FY24: $7.9 million restated). These gains have been
achieved through a combination of continuous adoption of the latest technology
to drive operational efficiencies through our manufacturing processes, and
further automation within our production facilities to ensure that CT
Automotive remains a leading high-tech manufacturer in our market sector.
We continued our relentless focus on driving operational efficiency throughout
the business integrating further automation and digitisation into our
operations. In early 2026, we adopted the latest technology, agentic AI, to
begin to develop a Factory Operating System (FOS) and assist with the
continuing scale-up of our operations in Mexico. This has proved to be a
significant step towards our broader strategy of innovation, integrating
advanced digital technologies into our manufacturing environments.
During the preparation of the Consolidated Financial Statements, certain
accounting misstatements were identified. The detail for this is provided in
the Finance Review and Note 2 to the Consolidated Financial Statements. None
of these prior period accounting adjustments affect working capital or cash
and have no impact on the underlying operational performance of the business
in FY25 or the Group's expected future financial performance.
Operational review
A key contributor to margin improvement has been our continued investment
in Engineering, Design and Development (ED&D) capabilities. Over recent
years we have deliberately invested in additional tooling, plant and technical
capabilities in order to vertically integrate activities that were previously
subcontracted. By bringing these capabilities in-house, we have not only
strengthened our technical offering to customers but also materially improved
the profitability of our ED&D operations.
Our Mexican facility scaled up production during the year, as programs were
transferred from our Chinese locations in order to benefit from reduced tariff
exposure and near-shoring of supply. During the second half of the year our
teams successfully executed six new program launches simultaneously,
demonstrating the Group's ability to scale production rapidly in response to
customer demand.
This rapid growth in production inevitably created some short-term
inefficiencies, which are being tackled with the help of the ongoing
development of a bespoke Factory Operating System, over-layering agentic AI
onto existing systems. Operations have returned to previously targeted
efficiency levels, but further efficiencies have been identified as we begin
to adopt the new system.
While the year delivered strong financial progress, it was not without its
challenges. Tariff uncertainty affected global demand and Chinese OEMs
continued to take market share. Marelli Corporation, an important customer
to the Group, entered chapter 11 administration, and in the early part of the
year, the Group experienced significant salary demands from the unions within
our Türkiye operations. These events have been, and continue to be, carefully
and successfully managed by the Group's leadership team. Moreover, rather
than viewing these events solely as a challenge, they have prompted a broader
strategic review of how our business and operations should evolve, including
consideration of ancillary production locations in lower labour cost
jurisdictions and opportunities to further increase our revenue.
Technological advances
As mentioned above, operationally, the second half of the year saw the Group
navigating a complex scale-up phase at our Mexico manufacturing facility, as
several new programs entered production at the same time. While this created
short-term operational challenges, it also served as a catalyst for
significant innovation within our manufacturing systems.
The internally developed Factory Operating System is an AI-enabled digital
platform designed to sit above our traditional Enterprise Resource Planning
(ERP) system and Manufacturing Execution System (MES). This new system
integrates real-time production data, operational performance metrics and
supply chain information to provide management with a significantly higher
level of visibility and decision-making capability across our factories. As
this new system is proved out, potential wider market opportunities for this
will be considered.
Through the integration of advanced digital systems, data connectivity and
artificial intelligence, we believe CT Automotive is one of the most
technologically advanced AI-enabled manufacturers within our sector. These
capabilities are already delivering operational benefits within our production
facilities and represent an important step in the Group's broader strategy of
innovation - integrating advanced digital technologies into manufacturing
environments.
Sales
From a commercial perspective, in 2025 the Group continued the major
restructuring of its global sales organisation, begun at the end of 2024, and
which is now delivering significant results that will flow though into future
revenues. Our sales strategy has shifted towards a more structured regional
focus, with dedicated teams covering North America, South America, Europe,
Japan and Southeast Asia.
Alongside this regional structure, we have invested significantly in improving
the quality of market intelligence, using detailed program launch data and
vehicle production forecasts to target new opportunities more effectively.
Importantly, we have also strengthened the technical capability of our sales
organisation by bringing experienced engineers into commercial roles. This
enables our teams to engage with customers not only on pricing but also
on engineering solutions and product integration, which is proving to be a
powerful differentiator.
As a result of this restructuring, the Group secured the highest level of new
business wins in the Company's history during 2025, with approximately $47
million annualised revenue when all 15 new program awards are fully
operational within the next three years. These program wins provide strong
visibility of future revenues as they move through development and into
production.
Strategy
CT Automotive has prioritised strengthening profitability in recent years and
creating a solid platform for growth, in line with shareholders expectations.
Given the significant uncertainty within the automotive sector over this
period - including geopolitical tensions, tariff developments, supply chain
disruption and evolving strategies around electric versus internal combustion
vehicle platforms - the Group's strategy has been to focus first on building
a leaner, more resilient operating structure.
With that lean platform firmly established, and with a strengthened sales and
commercial organisation in place, our focus has now shifted to the top line
and the new programs secured in 2025 are expected to begin driving both
revenue growth and further profitability improvements in the years ahead.
Under strong entrepreneurial leadership, we are also directing resource
towards developing new revenue streams that complement our existing core
business, including opportunities to expand beyond the automotive sector
leveraging our technologically advanced manufacturing capabilities.
Customers
The Group was delighted to strengthen its relationship with several leading
OEM customers during the year, and passed challenging customer audits for two
new OEMs that opens the door to begin supplying to them. We service 21 OEMs,
and this now includes supplying a new product, to a new customer using
in-mould decoration (IMD). We intend to build on this and expand our IMD
product range.
CT Automotive is particularly proud to be a development partner on the new R2
platform for Rivian (an existing OEM customer). Throughout 2025, our
engineering and development teams worked closely with Rivian as the R2
platform progressed through its development phases, and this has resulted in
securing meaningful product content on one of the most highly anticipated
electric vehicle launches, scheduled for launch in 2026. Market reaction to
the vehicle has been extremely strong, with Rivian reporting over 68,000
reservations within the first 24 hours of its unveiling and with the potential
to broaden Rivian's addressable market considerably. The R2 promises to
become one of the most significant EV vehicles in North America in the coming
years and we are extremely pleased to be part of this program and look forward
to supporting Rivian as it brings the R2 platform into full production.
During the year, we also continued our close collaboration with Forvia and
Marelli, crucial Tier 1 suppliers. During 2025, Marelli entered Chapter 11
administration globally, creating a period of uncertainty across the supply
chain and requiring careful management of both operational continuity and
financial exposure. Production continued throughout this period and
proactive engagement and disciplined cash management ensured that CT
Automotive successfully navigated this situation without any material
financial loss. Marelli remain in Chapter 11 at the time of signing of
this report and our production continues uninterrupted at broadly the same
volumes and on materially the same commercial terms as prior to Chapter
11.
This outcome further demonstrates the resilience of CT Automotive's business
model. We are power-train agnostic, supplying internal combustion, hybrid and
electric vehicle platforms. The products we manufacture are highly engineered
and bespoke components that are critical to OEM production lines, meaning our
customers rely heavily on our ability to deliver consistent and reliable
supply. We remain committed to a continued close collaboration with Marelli.
The global automotive market
2025 continued to be characterised by structural change. Production volumes in
certain areas of the global market were marginally lower as OEMs reassessed
their strategies between electric and internal combustion vehicle platforms.
In several cases, manufacturers delayed or revised EV rollout plans, resulting
in a more balanced product mix across the industry. The transition to EV has
minimal impact on our business. We remain power-train agnostic, focused on
supplying high-quality, low-cost interior components to all models and
drivetrains from our technologically advanced production facilities.
During the year, Chinese OEMs continued to take market share outside of their
domestic markets, delivering credible vehicle designs and enhanced user
experience in record time and at low cost. Electric vehicles produced by
Chinese OEMs are now increasingly visible on European roads, reflecting the
pace at which these manufacturers are entering established automotive
markets.
As an increasingly cost-competitive supplier, CT Automotive has taken
advantage of this market dynamic to support our legacy OEM customers as they
drive down costs across their supply chain. Our program launches in Mexico
have clearly demonstrated our ability to work to accelerated timescales to
meet competition from Chinese OEMs. We see opportunity to increase market
share with this strategy.
At present, supplying directly to Chinese OEMs is not a core element of our
strategy due to the structural characteristics of that market. However, we
maintain close relationships with OEM customers operating in China and will
continue to monitor opportunities as the market evolves.
Our people
I would like to reiterate the sentiments of the Chair of the Board and
recognise the dedication and commitment shown by employees across the entire
business during what has been a particularly demanding year. I would like to
thank all our teams across the globe for their continued hard work and for
delivering another strong performance for the business in 2025. Since year
end, staff in our Mexico production facility have embraced the new agentic AI
Factory Operating System, demonstrating the flexibility of our teams and the
continuous drive for operational improvement, core to the CT Automotive
culture.
Current trading and outlook
Trading in the first quarter of 2026 was in line with management expectations,
despite ongoing market uncertainty, including the recent events in the Gulf,
that are making trading conditions challenging. Input costs are increasing,
but cost escalation clauses in our agreements allow these to be recovered,
albeit in some cases with a time lag.
Looking ahead, the successful completion of multiple major program launches in
Mexico, improving operational execution across all facilities, and a continued
focus on cash discipline and working capital management provide a solid
foundation for the remainder of 2026, and the Board continues to expect
profitability to be modestly ahead of FY25.
The Board is pleased with the sustained improvement in the Group's adjusted
profit before tax over the last three years. The Group will increasingly
benefit from a combination of strong operational execution, greater commercial
momentum and the continued development of advanced digital manufacturing
capabilities. Together, these elements provide CT Automotive with a platform
that is both operationally resilient and well established within an evolving
automotive supply chain. Our focus is now on increasing our market share in
the automotive sector and developing new revenue streams to complement our
existing core business.
CT Automotive is now reaching an important stage in its development. The work
undertaken to strengthen margins, improve operational efficiency and secure a
strong pipeline of new programs, means that the Group is well positioned to
generate sustained levels of cash flow from its operations. This will
strengthen the Group's balance sheet, provide greater financial flexibility
and allow the Board to consider how best to allocate capital to support
long-term shareholder value.
Finance Review
Overview
During 2025, we continued to focus on the integration of AI, automation,
robotics and digitisation, improving our production facilities to remain one
of the most technologically advanced suppliers in our industry. This led
to further gross profit margin improvement in 2025, another increase of 295
basis points to approximately 31%.
Group revenue was down 4% year-on-year at $114.8 million (2024: $119.7
million) reflecting the challenging macro-economic conditions in 2025.
However, our sales team are now firmly embedded in all key regions and
generating new business leads and, in 2025, achieved the highest level of new
business wins in the Company's history. These programs are expected to
deliver approximately $47 million of annualised revenue when all 15 new
program awards are fully operational over the next three years.
Adjusted EBITDA remained flat against the prior year at $14.8 million (2024:
$14.8 million restated) and adjusted profit before tax rose by 20%, reaching
$9.5 million compared to $7.9 million (restated) in FY24. Reported profit
before tax was $9.1 million, up by 38% in comparison to FY24 ($6.6 million
restated). This improvement was driven by our ongoing focus on operational
efficiencies and lower fixed costs and also through an increase in tooling
revenue, with a further increase in 2025 in the gross margin associated with
tooling revenue.
Adjusted EBITDA and adjusted profit before tax in FY25 excludes non-cash
foreign exchange translation gains of $0.5 million (FY24: $1.2 million loss),
one-off redundancy costs of $0.4 (FY24: Nil) and the negative impact of
Türkiye hyperinflation which amounted to $0.4 million in 2025 (FY24 $0.2
million gain).
Currency movements positively impacted PBT by $1.0 million (FY24: $1.8 million
loss). The currency movements were split between cash impacting movements of
$0.4 million gain (FY24: $0.6 million loss) and non-cash foreign exchange
translation gains of $0.5 million (FY24: $1.2 million loss). As in previous
years, we continue to hedge our currency exposure between USD and CNY as part
of our strategy to remove volatility against future forecasts.
During the preparation of the FY25 Financial Statements, the Group identified
certain prior period accounting misstatements requiring adjustment. These
restatements have a non-cash impact on the FY24 Financial Statements, by
increasing administrative expenses by $0.8 million and reducing total net
assets as at 31 December 2024 by $5.0 million, to $21.2 million. FY24
adjusted profit before tax has therefore been restated to $7.9 million (from
$8.7 million).
Revenues and Margins
Production revenue declined marginally to $101.4 million (2024: $107.8
million) in part due to the macro-economic conditions and a number of programs
reaching end of production in FY24.
In contrast, tooling revenue rose by 12.5% to $13.4 million, up from $12.0
million in FY24, boasting a favourable margin. Continued growth in tooling
ensures CT Automotive is well established for future years as those tools are
used for serial production of the vehicle component.
Gross profit increased for the third consecutive year to $35.0 million in 2025
from $33.1 million in 2024, and gross margins improved again in 2025 to
approximately 31%, compared to 28% in the previous year, an increase of 295
basis points. This improvement reflects our continuing focus on operational
efficiencies across our manufacturing platforms. The further integration
of automation, robotics, digitisation and AI across our business reduced our
direct workforce by 9.74% in 2025 in comparison to 2024, driving cost savings
through our production facilities.
Distribution and Administrative Expenses
Reported distribution and administrative costs reduced to $24.4 million in
2025 (2024 $25.2 million restated). However, within administrative expenses,
were $0.5 million of non-cash foreign exchange gains (compared to a loss of
$1.2 million in FY24), which is attributed to the revaluation of inter-company
loan balances.
Excluding currency impacts, distribution and administrative costs increased in
FY25. In 2025, head office costs and administrative costs in China reduced
but our administrative workforce based in our Mexico offices increased to
support the scale-up of production in our Mexican facility. There was a
significant increase in the cost of our workforce in Türkiye due to the
effects of hyperinflation increasing wages. A significant proportion of the
increased cost of wages in Türkiye is passed on to our customers through our
agreements with them.
Distribution expenses increased due to temporary supply chain inefficiencies,
as we successfully executed the launch of six new programs in Mexico on a
challenging time scale. Additionally, a non-cash stock valuation adjustment,
as a consequence of improved production efficiency and lower manufacturing
cost rates, reduced the year-end inventory valuation by $1.0 million to $25.6
million (2024: $27.4 million restated). Distribution expenses are expected to
return to normal levels during 2026.
EBITDA and Operating Result
Adjusted EBITDA remained flat at $14.8 million as we continued to focus on
enhancing margin efficiencies to navigate the challenging macro-economic
environment. Our position as a technologically advanced, cost-effective
manufacturer in the automotive components sector was firmly established in
2025. In early 2026, we started to develop a Factory Operating System in our
Mexican production facility, which we anticipate will drive further
operational efficiencies and underpin our market-leading position as one of
the most technologically advanced suppliers in our industry.
Taxation
In FY25, the Group recognised a tax charge of $0.7 million, compared to a
credit of $0.2 million in FY24. This year's tax charge is mainly driven by
deferred tax adjustments on consolidation, particularly relating to the
provision for unrealised profits that arises on movements between subsidiary
companies and tooling adjustments, and the recognition of UK brought‑forward
losses.
The Group employs a transfer pricing policy based on residual profit
allocation, which assigns a risk level to each entity within the Group. Under
this policy, profits are allocated to entities where key decisions are made,
as these entities typically carry a higher risk profile. Following the annual
review, our Mexican subsidiary is now included in our transfer pricing policy,
whilst previously it had been excluded on the basis that it was a new entity
with a fixed cost base.
Profit from Continuing Operations and EPS
Adjusted profit before tax increased to $9.5 million from $7.9 million
(restated) in FY24. The reported profit before tax also saw a significant
rise, reaching $9.1 million compared to $6.6 million (restated) in FY24. This
improvement in our reported profit before tax is partly due to
foreign-exchange gains in 2025 (both cash and non-cash), an increase in
tooling revenue at an increased margin, and continued benefit from operational
efficiencies driven by automation, robotics, digitisation and the use of AI
across the business.
Reported profit after tax for FY25 climbed to $8.4 million, up from $6.8
million (restated) in the previous year (FY24 included a gain of $0.8 million
from discontinued operations). As a result, reported basic earnings per share
(EPS) improved to 11.4 cents, up from 9.2 cents (restated) in FY24.
Non-Recurring Items
During FY25, non-recurring items represented a net cost of $0.4mil (FY24:
$nil). This relates to a one-off redundancy cost of $0.4 million incurred to
optimise our manufacturing footprint in Türkiye.
Prior Period Restatements
During the preparation of the FY25 Financial Statements, certain prior period
accounting misstatements were identified that impacted the reported profits,
assets and liabilities of previous years. These errors affected both the
Balance Sheet and the Statement of Profit or Loss for 2024 and prior periods.
These corrections have no impact on the Group's cash position and no impact on
underlying operational performance in 2025 or going forward.
These restatements relate to:
· an overstatement of revenue in 2022 for one tooling project,
where income had been correctly accrued in prior years but the final receipt
in 2022 was mistakenly recognised as revenue instead of being recorded against
the previously recognised accrual balance. As a result, revenue for 2022 was
overstated by $825k. Subsequently, the related accrual balance was
incorrectly written off through administrative expenses during 2023 and 2024,
resulting in an overstatement of administrative expenses in those periods
(FY23: $169k and FY24: $68k);
· in 2021, a customer overpaid due to their auto-billing system and
this was recorded as a prepayment and amortised over the life of the contract,
rather than correcting revenue that had been overstated in 2021. This
resulted in an increase in the accumulated deficit of $1.9 million as at 31
December 2024 and a corresponding reduction in trade receivables;
· a consolidation error made in 2021 incorrectly reversed
previously recognised amortisation, with the error being carried forward in
the Consolidated Financial Statements in subsequent periods, resulting in an
increase in the accumulated deficit as at 31 December 2024 of $763k and a
corresponding decrease in trade receivables;
· historical IFRS 16 consolidation adjustments relating to the
Group's Chinese subsidiary. Plant and machinery balances were incorrectly
stated as right-of-use assets in FY23 and FY24, resulting in an overstatement
of property, plant and equipment and an understatement of administrative
expenses across both of those years. In addition, manual consolidation
adjustments were incorrectly posted in 2022 to gross up certain lease
balances, which resulted in artificially inflating right-of-use assets and
lease liabilities. To correct these errors a prior year restatement has been
recorded which has increased administrative expenses in FY24 by $1.6m reducing
reported profit by the same and reduced plant and machinery as at 31 December
2024 by $2.1m;
· certain audit adjustment entries relating to costs were recorded
in the Group's Chinese subsidiaries' local statutory records for FY24
following the finalisation of the statutory audit in China, as well as certain
tooling adjustments. This correction has resulted in a net increase in 2024
reported profit of $280k, with a corresponding increase in opening net assets
of $312k. The net impact has been recognised through a decrease in the
accumulated deficit of $280k, with the balance of $32k reflected in
translation reserves; certain comparative figures have been reclassified to
align with the current year presentation of the financial statements. These
reclassifications related solely to presentation changes and do not have any
impact on the previously reported Consolidated Statement of Profit or
Loss.
Please see Note 2 to the accompanying Consolidated Financial Statements for a
comprehensive presentation of the full impact of these Prior Year
Adjustments.
In respect of one particular prior period error, relating to the incorrect
classification in the consolidation when converting finance leases in our
Chinese subsidiary from local GAAP to IFRS, the Board determined that an
external expert should conduct a review to confirm the impact of those errors
on the FY24 Financial Statements. In April 2026, the Board appointed Rebus
Partners Limited to review and confirm the accounting treatment regarding this
one particular area. The review concluded in May and concurred with
Management's determination.
In aggregate, the above restatements impacted the FY24 Consolidated Statement
of Profit or Loss by increasing administrative expenses by $0.8 million and
the FY 24 Consolidated Statement of Financial Position by reducing total net
assets as at 31 December 2024 by $5.0 million.
The Group has also restated its opening balance sheet as at 1 January 2024, in
accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates
and Errors. The restatement adversely impacted retained earnings due to an
increase in expenses of $4.2 million related to periods prior to 2023, with a
corresponding reduction in opening net assets of the same amount.
None of these prior period accounting adjustments affect working capital or
cash and have no impact on the underlying operational performance of the
business in FY25 or the Group's expected future financial performance.
In light of these prior period accounting misstatements the Group has
immediately implemented stronger controls relating to the consolidation of the
Financial Statements. Additional controls will be reviewed and implemented
during 2026, ahead of the preparation of the FY26 Financial Statements.
Capital Structure, Working Capital and Interest
Since the end of December 2024, the Group's net asset value has increased
significantly to $29.8 million, up from $21.2 million (restated). This
increase was driven primarily by movements in working capital and capital
investment during the period.
This upside was supported by an increase in plant, property and equipment of
$5.6 million, reflecting continued investment in the Group's manufacturing
capacity, primarily in Mexico.
Additionally, an increase of approximately $6.4 million in net trade
receivables was primarily due to higher sales to one customer on longer credit
terms in Mexico and the receivable profile changing for another major customer
from 15 days to 30 days from December 2025.
An increase in the VAT recoverable amount in Mexico of $1.7 million was as a
result of an increase in local and imported materials, equipment and services,
as we scaled-up production. As the business does not charge output VAT on its
export sales from its Mexico plant to North American customers, we expect to
maintain a net refund position with the Mexican tax authorities. VAT returns
are now prepared internally to improve recovery times and the VAT recovery
program is operating on a stable and predictable schedule.
These increases were partially offset by a reduction in inventories of $1.8
million and a decrease in cash and bank balances of $1.1 million in comparison
to FY24.
The Group has continued to manage its working capital prudently, effectively
utilising available debt facilities and cash generated from operations. As of
31 December 2025, cash and cash equivalents stood at $2.5 million, compared to
$3.6 million in FY24.
Lower than anticipated net debt as of 31 December 2025, was $7.7 million,
($6.7 million in FY24 restated) primarily due to careful financial management.
Net debt was also impacted by the withdrawal of funding on invoice financing
related to Marelli Corporation entering Chapter 11 Administration.
After applying IFRS 16 accounting standards for right-of-use assets related to
current and non-current lease liabilities, net debt further adjusts to $13.5
million, compared to $13.5 million (restated) in the previous year.
Cash Flow
The Group continues to demonstrate its strong cash-generating capability,
achieving net cash from operations before investments in working capital of
$14.9 million in FY25, compared to $15.2 million in the previous year. Of
this, $5.6 million was reinvested into working capital, compared to $9.1
million in FY24.
Several factors influenced the working capital dynamics during 2025:
· Marelli Chapter 11 Administration: One of our main customers,
Marelli Corporation, entered Chapter 11 Administration in June 2025. This
resulted in CT Automotive being unable to finance invoices from Marelli
Corporation via our normal working capital facility. Our teams worked closely
with Marelli Corporation during this uncertain period, supporting them to
avoid stoppages to OEM production lines and leveraging our strong relationship
with Marelli Corporation to recover outstanding balances. As a critical
supplier, CT Automotive continued supplying to Marelli Corporation, and,
whilst this did place some pressure on our working capital during the second
half of the year, it demonstrates the robustness of our business model and the
resilience of our people, to be able to respond to this situation and emerge
with a closer collaboration with Marelli Corporation and the OEMs that they
serve;
· Trade and Other Receivables: There was an increase of $7.1
million in trade and other receivables, due to higher sales to Forvia and an
increase in the VAT recoverable amount in Mexico. Furthermore, in Mexico the
accounts receivable profile changed for a major customer from 15 days to 30
days at the end of the year leading to an increase in trade receivable
balances;
· Inventories: A decrease in inventories by $489k, was due to a
number of factors, including one program reaching EOP status, and a change of
incoterms relating to another customer;
· Trade and Other Payables: An increase in trade and other payables
of $1.1 million was driven by increased capital creditors in Mexico in order
to support the scale-up of operations in our Mexico production facilities.
Cash generated from operations was higher than the previous year, totalling
$9.3 million compared to $6.0 million in FY24. As we look ahead to 2026, we
expect the business to become increasingly cash generative.
Throughout the year, the Group paid $1.7 million in interest costs related to
borrowings and lease liabilities, a decrease of $0.4 million from $2.1 million
in FY24.
In alignment with its strategic vision for future growth, the Group invested
$5.8 million in property, plant, and equipment, focusing on opportunities that
enhance operational capabilities. This investment included advancements in
robotics, automation, and digitisation, which contributed to improved margin
efficiencies throughout FY25.
FGI Facility
Our relationship with FGI Worldwide LLC (FGI), our primary finance provider,
strengthened during the year. In October, we re-negotiated some elements of
the FGI facility and added an additional machinery and equipment facility to
help fund future capital expenditure requirements to scale-up our Mexico
production facility.
In June, as a result of Marelli Corporation entering Chapter 11
administration, we were unable to finance Marelli Corporation receivables in
the normal way, reducing our availability under the terms of the facility.
We worked closely with FGI to adjust the facility to ensure that CT Automotive
had sufficient availability at that time.
Under the terms of the FGI facility, the Group is required to maintain a Fixed
Charge Coverage Ratio (FCCR) being the ratio of operating cash flow to
relevant interest, principal, and dividend payments, of at least 1.5x on a
trailing twelve-month basis. As of 31 December 2025, the Group reported an
FCCR of 1.8x.
The Group is committed to maintaining compliance with this covenant and
submits updated FCCR calculations to FGI on a monthly basis. Additionally,
future financial forecasts indicate significant headroom, assuring the Group's
ability to comfortably sustain the ratio above the stipulated threshold,
supporting ongoing financial stability and strategic growth initiatives.
Going Concern
The Directors believe that the Group is well placed to manage its business
risks. Having assessed the Group's business activities and factors likely to
affect future performance, including a review of forecasts and predictions,
and after taking account of reasonable possible changes in trading
performances and available borrowing facilities, the Directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the next twelve months following the date of
approval of the Financial Statements.
Therefore, the Directors continue to adopt the going concern basis of
accounting in preparing the Financial Statements.
Please refer to Note 1 of the Notes to the Consolidated Financial Statements
below.
Financial Results
Consolidated Statement of Profit or Loss and other Comprehensive Income
For the year ended 31 December 2025
Notes 2025 2024 Restated
$'000 $'000
Continuing operations:
Revenue 5 114,833 119,748
Cost of sales (79,784) (86,644)
Gross profit 35,049 33,104
Distribution expenses (2,398) (2,206)
Other operating income 6 145 717
Impairment loss / (reversal) on receivables (3) 134
Administrative expenses (21,988) (23,034)
EBITDA (before non-recurring items) 14,894 13,590
Depreciation 8 (3,604) (4,722)
Amortisation 8 (60) (153)
Non-recurring items 7 (425) -
Operating profit 8 10,805 8,715
Finance income 42 49
Finance expenses 10 (1,695) (2,130)
Profit before tax 9,152 6,634
Taxation (charge)/credit 11 (726) 166
Profit for the year from continuing operations 8,426 6,800
Discontinued operations
Profit for the year from discontinued operations 12 - 808
Profit for the year attributable to equity shareholders 8,426 7,608
Profit attributable to:
Owners of the Company 8,363 7,809
Non-controlling interests 63 (201)
Other comprehensive income
Items that are / may be reclassified subsequently to profit or loss:
Foreign currency translation differences - foreign operations 75 747
Other comprehensive Income for the year, net of income tax 75 747
Total comprehensive income for the year 8,501 8,355
Total comprehensive income attributable to equity shareholders 8,501 8,355
Total comprehensive income attributable to:
Owners of the company 8,483 8,503
Non-controlling interest 18 (148)
Total earnings per share
From continuing operations:
Basic earnings per share 13 11.4c 9.2c
Diluted earnings per share 13 10.9c 9.0c
From continuing and discontinued operations:
Basic earnings per share 13 11.4c 10.3c
Diluted earnings per share 13 10.9c 10.0c
Consolidated Balance Sheet
As at 31 December 2025
Notes 2025 2024 Restated 1 Jan 2024
Restated
$'000 $'000 $'000
Assets
Non-current assets
Goodwill 14 1,259 1,259 1,259
Intangible assets 16 388 130 314
Property, plant and equipment 17 11,179 5,577 6,435
Right of use assets 18 5,508 6,428 6,688
Deferred tax assets 19 1,431 1,939 1,571
19,765 15,333 16,267
Current assets
Inventories 20 25,627 27,426 25,997
Trade and other receivables 21 29,532 23,155 26,894
Tax receivable 958 223 261
Derivative financial assets 25 91 - -
Cash and cash equivalents 22 2,524 3,628 9,440
58,732 54,432 62,592
Current liabilities
Trade and other payables 23 (31,473) (30,347) (43,390)
Other interest-bearing loans and borrowings 24 (9,557) (10,264) (13,198)
Derivative financial liability 25 - (49) (52)
Corporate tax payable (1,222) (1,060) (1,847)
Lease liabilities 18 (1,839) (1,815) (3,492)
(44,091) (43,535) (61,979)
Non-current liabilities
Lease liabilities 18 (3,955) (4,947) (4,099)
Other interest-bearing loans and borrowings 24 (694) (100) -
(4,649) (5,047) (4,099)
Net assets 29,757 21,183 12,781
Equity attributable to owners of the Company
Share capital 28 484 484 484
Share premium account 28 63,696 63,696 63,696
LTIP reserve 124 51 4
Translation reserve 28 (575) (650) (1,397)
Retained earnings/(accumulated deficit) 28 722 (7,641) (15,371)
Statutory PRC reserve 28 1,194 1,194 1,115
Merger reserve 28 (35,812) (35,812) (35,812)
29,833 21,322 12,719
Non-controlling interest 28 (76) (139) 62
Total equity 29,757 21,183
12,781
Total equity
29,757
21,183
12,781
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share capital Share premium account LTIP reserve Translation reserve Retained earnings/(accumulated deficit) Restated Statutory PRC Reserve Restated Merger reserve Total equity before NCI Non-controlling interest Total Equity
$000 $000 $000 $000 $000 $000 $000 $000 $000
At 1 January 2024 484 63,696 4 (1,397) (10,070) - (35,812) 16,905 62 16,967
Adjustment for prior period items - - - - (5,301) 1,115 - (4,186) - (4,186)
Restated balance as at 1 January 484 63,696 4 (1,397) (15,371) 1,115 (35,812) 12,719 62 12,781
2024
Total Comprehensive Income for the year
Profit for the year Restated - - - - 7,809 - - 7,809 (201) 7,608
Transfer to PRC reserve - - - - (79) - 79 -
Foreign currency translation - - - 747 - - - 747 - 747
Total - - - 747 7,730 79 - 8,556 (201) 8,355
Comprehensive income/(loss) for the year Restated
Transactions with equity:
Recognition of LTIP reserve - - 47 - - - - 47 - 47
- - 47 - - - - 47 - 47
At 31 December 2024 and at 1 January 2025 Restated 484 63,696 51 (650) (7,641) 1,194 (35,812) 21,322 (139) 21,183
Total Comprehensive Income for the year
Profit for the year - - - - 8,363 - - 8,363 63 8,426
Transfer to PRC reserve - - - - - -
-
Foreign currency translation - - - 75 - - - 75 - 75
Total - - - 75 8,363 - - 8,438 63 8,501
Comprehensive income/loss for the year
Transaction with equity:
Recognition of LTIP reserve - - 73 - - - - 73 - 73
- - 73 - - - - 73 - 73
At 31 December 2025 484 63,696 124 (575) 722 1,194 (35,812) 29,833 (76) 29,757
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
2025 2024
Notes (Restated)
$'000 $'000
Cash flows from operating activities
Profit from continuing operations 8,426 6,800
Profit from discontinued operations - 808
Profit for the year after tax 8,426 7,608
Adjustments for:
Depreciation 8 3,604 4,722
Amortisation 8 60 153
Interest expense 10 1,695 2,130
Interest income (42) (49)
Net fair value (profits) recognised in profit or loss (815) -
(Gain) / loss on disposal of ROU asset and fixed assets 8 (245) 402
Loss on stock write off net of claims received 637 -
Provision for inventory 20 672 662
Provision for expected credit losses 21 (3) (134)
Taxation charge/(credit) 11 726 (166)
Charge to LTIP Reserve 73 47
Non cash other operating income 6 (145) -
Change in fair value of financial derivative instruments 25 (138) (3)
Hyperinflation impact on operating profit 8 427 (210)
14,932 15,162
(Increase)/ Decrease in trade and other receivables (6,997) 7,164
(Increase)/Decrease in inventories 489 (1,819)
Increase/ (Decrease) in trade and other payables 1,115 (13,839)
Tax (paid)/Received (168) (677)
Net cash generated from operating activities 9,371 5,991
Cash flows from investing activities
Purchase of intangible assets 16 (309) (62)
Purchase of property, plant and equipment 17 (5,778) (1,721)
Sale of property, plant and equipment 17 56 171
Interest received 42 49
Net cash used in investing activities (5,989) (1,563)
Cash flows from financing activities
Drawdown/(Repayment) of Machine Mortgage 1,460 (504)
Repayment of lease liabilities - Principal (2,212) (4,059)
Repayment of lease liabilities - Interest 10 (764) (1,062)
Interest paid on borrowings 10 (931) (1,068)
(Repayment) of trade loans (2,327) (9,000)
(Repayment) of invoice finance - (4,018)
Drawdown of borrowing - 9,567
Drawdown of loan received from related party 30 385
Net cash (used in)/generated from financing activities (4,389) (10,144)
Net (decrease)/ increase in cash and cash equivalents (1,007) (5,716)
Cash and cash equivalents at beginning of year 3,628 9,440
Effect of exchange rate fluctuations on cash held (97) (96)
Cash and cash equivalents at end of year (see Note 22) 2,524 3,628
1. Material accounting policies
Introduction
CT Automotive Group Plc (the "Company") is a public Company limited by shares
listed on the Alternative Investment Market (AIM) and incorporated and
domiciled in England and Wales under the Companies Act 2006. The registered
number is 10451211 and the registered address is Riverside Road, Sunderland,
England, SR5 3JG. The address of the principal place of business is 1000
Lakeside North Harbour, Western Road, Portsmouth, PO6 3EN
The Company's functional and reporting currency is USD as the Group's revenue
and working capital facilities are also predominantly denominated and/or
received in USD.
The Group financial statements consolidate those of the Company and its
subsidiaries (together referred to as the "Group"). The parent Company
financial statements present information about the Company as an entity and
not about its Group.
The Group financial statements have been prepared and approved by the
Directors in accordance with UK-adopted International Accounting Standards and
with the requirements of the Companies Act 2006 as applicable to companies
reporting under those standards. The Company has elected to prepare its parent
Company financial statements in accordance with FRS 101.
The financial statements are prepared on the historical cost basis except for
the financial statements of the foreign operations in Türkiye which are
subject to hyperinflationary accounting, and derivative financial instruments
which are stated at fair value.
2. Restatement of financial statements: prior period adjustments, 2024
comparatives, and opening balance sheet as at 1 January 2024
During the year ended 31 December 2025, several errors were identified
relating to the incorrect recognition and classification of certain balances
in prior periods. These errors affected the consolidated statement of
financial position and the consolidated statement of profit or loss and other
comprehensive income for both 2024 and prior periods.For all prior period
restatements and reclassifications listed below, the relevant facts and
information were available at the time the prior period financial statements
were authorised for issue. Accordingly, management has concluded that these
items represent prior period errors in accordance with IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors, rather than current-year
events, changes in estimates, or changes in judgment.
These corrections of these errors through prior year adjustments have no
impact on the Group's cash position and no impact on underlying operational
performance in 2025 or going forward.
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors, the Group has corrected these errors retrospectively by restating
the comparative amounts for 2024 and adjusting the opening balances as at 1
January 2024. The financial impact of these prior year adjustments is outlined
in the restated opening and closing balance sheets for 2024 and the restated
retained earnings for 2024 set out below.
The nature of the prior period adjustments is set out below.
Overstatement of revenue and administrative expenses on one project
During the year, Management identified an error relating to the accounting
treatment of one particular tooling project. Tooling income had been correctly
accrued in 2016, with recovery agreed through future piece price arrangements
with the customer. The accrued amount was fully recovered in the years 2016 to
2022 through such pricing arrangements. However, the final receipt in 2022 of
$825,000 was incorrectly recognised as revenue instead of being recorded
against the previously recognised accrual balance.
The original treatment was incorrect because the final receipt represented
recovery of an existing accrued balance rather than revenue earned in 2022. As
a result, revenue for 2022 was overstated $825,000 . Subsequently, an
element of the related accrual balance was incorrectly written off through
administrative expenses during 2023 $169,000 and 2024 $68,000 , resulting
in an overstatement of administrative expenses in those periods. The correct
accounting treatment is to offset the final receipt against the previously
recognised accrual balance, with no additional revenue recognised upon
settlement.
The correction of this error resulted in an increase in the accumulated
deficit 1 January 2024 of $656,000 and as at 31 December 2024 $588,000 with a
corresponding reduction in trade receivables. Comparative administrative
expenses for 2024 have also been reduced by $68,000 to reflect the correction
of the error.
Misclassification of a customer prepayment in 2021
During the year, Management identified an error relating to the accounting
for a customer overpayment arising in 2021, where a total amount of €2.68
million was over-invoiced due to the customers auto-billing system and
overpaid by the customer. The item was previously accounted for as a
prepayment (recognised within trade and other receivables) and amortised to
the statement of profit or loss over the expected life of the related
contract under administrative expenses.
The original treatment was incorrect because the balance did not meet the
definition of an asset under the IFRS Conceptual Framework, as it did not
represent a controlled economic resource or provide future economic benefits.
Accordingly, the overpayment should not have been recognised as an asset, but
rather offset against the overstated sales recognised in 2021.
The correction of this error resulted in an increase in the accumulated
deficit of $2.265 million as at 1 January 2024 with a corresponding reduction
in trade receivables. This was partially offset by the reversal of $413,000 of
administrative expenses recognised during FY24, resulting in an increase in
the accumulated deficit of $1.852 million as at 31 December 2024 with a
corresponding reduction in trade receivables. Comparative administrative
expenses for 2024 have also been reduced by $413,000 to reflect the correction
of the error.
Unsupported prior year consolidation adjustment reversing tooling amortisation
During the year, Management identified an error relating to a consolidation
adjustment recorded in 2021 associated with the reversal of amortisation
charged on tooling as part of a 2019 audit adjustment. The adjustment reversed
previously recognised amortisation; however, there was no underlying economic
event or accounting basis to support the reversal. The incorrect adjustment
was carried forward in the consolidated financial statements in subsequent
periods.
The original treatment was incorrect because the reversal of tooling
amortisation did not reflect any commercial substance of the transaction and
resulted in trade receivables and accumulated deficit being understated within
the consolidated financial statements. The correct accounting treatment is to
reverse the unsupported consolidation adjustment and reflect the appropriate
amortisation treatment based on the underlying accounting records.
The correction of this error resulted in an increase in accumulated deficit as
at 1 January 2024 and 31 December 2024 of $763,000, together with a
corresponding decrease in trade receivables. The error has been corrected
through retrospective restatement. There is no impact on profit for 2024.
Incorrect recognition and presentation of administration expenses and plant
& machinery
During the year, Management reassessed historical IFRS 16 consolidation
adjustments relating to the Group's Chinese subsidiary and identified two
historical errors within the lease accounting balances.
Firstly, historical consolidation errors relating to plant and machinery
balances from a plant & machinery control account used by the Group's
Chinese subsidiary during the asset capitalisation process were recorded as a
reduction in administrative expenses during 2023 and 2024. As a consequence of
this error, administrative expenses were understated by $1.45 million in 2024
and $0.65 million in 2023, while plant & machinery balances were
overstated by $2.1 million as at 31 December 2024 and by $0.65 million as at
01 January 2024.
Secondly, manual consolidation adjustments were posted in error in 2022, 2023
and 2024. These manual adjustments were intended to eliminate duplication on
consolidation but had the effect of causing an incorrect gross up of certain
lease balances and reducing administrative expenses. As a consequence, right
of use assets were overstated by $1.2 million and lease liabilities were
overstated by $1.35 million at 1 January 2024. Administrative expenses were
understated by $0.15 million in 2024. The balance sheet impact of this second
error was corrected through the opening balance sheet as at 1 January 2024.
However, the income statement effect of this transaction had not been fully
captured at that date. The subsequent adjustment in 2024 corrected
administrative expenses to reflect the amortisation and interest expense
element of this entry, resulting in administrative expenses being understated
by $0.15 million in 2024.
In order to correct these errors, a prior year restatement has been recoded
which has increased administrative expenses in 2024 by $1.45 million due to
the correction of the correction of the Plant & machinery entry error, and
by an additional $0.15 million due to the correction of the manual
consolidation error, resulting in a total profit reduction of $1.6 million.
The accumulated deficit as at 1 January 2024 was increased by $0.5 million and
as at 31(st) December 2024 was increased by $2.1 million. The cumulative
balance sheet reclassification adjustments reduced plant & machinery
balances by $2.1 million.
Since these adjustments affected the Consolidated Statement of Profit and Loss
of the respective reporting periods, restatements have been made to the annual
profits for both 2023 and 2024.
Prior period misstatements related to audit adjustments in our Chinese
subsidiaries and tooling adjustments
During the year, Management identified errors relating to prior period audit
adjustments recorded in the Group's Chinese subsidiaries and certain
tooling-related adjustments, which resulted in discrepancies in the
brought-forward balances for 2025. The items were the unadjusted local
statutory audit entries not considered in the Group's consolidated financial
statements, leading to misstatement of asset and liability balances carried
forward into subsequent periods.
The original treatment was incorrect because the adjustments related to
conditions that existed in prior reporting periods and should have been
reflected in those periods. Under IAS 8, errors arising from failure to
incorporate reliable information available at the time of authorisation of
financial statements must be corrected retrospectively. The correct treatment
is therefore to restate the prior period financial statements to reflect these
audit and tooling adjustments in the appropriate periods, with corresponding
adjustments to retained earnings and relevant balance sheet line items.
This correction has resulted in a net increase in 2024 reported profit of
$280k, with a corresponding increase in opening net assets of $312k. The
restatement in the balance sheet as at 31 December 2024 includes decreases in
intangible assets ($77k), inventories ($250k), trade and other receivables
($497k), partially offset by increases in property, plant and equipment ($37k)
and deferred tax assets ($312). Correspondingly, trade and other payables
increased by $540k and non-current lease liabilities by $247k.The net impact
has been recognised through a decrease in accumulated deficit of $280k, with
the balance of $32k reflected in translation reserves
Reclassification of Prior Period Comparative Information
Certain comparative figures have been reclassified to align with the current
year presentation of financial statements. These reclassifications relate
solely to presentation changes and do not have any impact on the previously
reported profit and loss statement.
Derecognition of lease liability and right-of-use assets relating to a service
contract
During the year, management reassessed the accounting treatment of a warehouse
rental agreement under IFRS 16 for a Group UK subsidiary. The arrangement
had initially been recognised as a lease, with a right-of-use asset of
$322,000 and a corresponding lease liability of $322,000 recorded on
commencement in 2024
This original recognition was incorrect since the agreement does not meet the
definition of a lease under IFRS 16, as the contract does not convey the right
to control the use of an identified asset. Accordingly, the arrangement should
have been accounted for as a service contract, with the related payments
recognised as operating expenses in the Consolidated Statement of Profit and
Loss on a straight-line basis over the contract term, rather than recognising
a right-of-use asset and lease liability. As a result, the prior accounting
treatment was determined to be incorrect, requiring derecognition of the lease
asset and liability.
The correction has resulted in derecognition of previously recognised
right-of-use asset of $322,000 and lease liability of $322,000 in the 2024
comparative financial information.
Reclassification of unbilled tooling revenue balances to other receivables
(Contract Assets)
During the year, Management identified an error relating to the presentation
of debit balances arising from accruals for unbilled tooling revenue. These
balances were previously presented within deferred revenue under contract
liabilities in the consolidated financial statements.
The original treatment was incorrect because debit balances arising from
unbilled tooling revenue represent rights to consideration for performance
obligations satisfied and therefore meet the definition of contract assets
rather than contract liabilities under IFRS 15 Revenue from Contracts with
Customers. The correct accounting treatment is to present such balances within
contract assets in the statement of financial position.
The correction of this error resulted in the reclassification of $1.2 million
from contract liabilities to contract assets as at 31 December 2024. The
restatement had no impact on total equity, profit for the year, or cash flows.
Machine mortgage loan reclassified from trade and other payables to borrowing
During the year, Management identified an error relating to the classification
of a secured machine mortgage loan amounting to $504k as at 31 December 2024.
The item was previously accounted for within trade and other payables.
The original treatment was incorrect because the balance represented an
interest-bearing borrowing rather than a trade payable. Under IAS 1
Presentation of Financial Statements, liabilities must be classified according
to their nature, and borrowings should be presented separately from trade
payables, with appropriate distinction between current and non-current
portions. The correct treatment is therefore to classify the balance as
borrowings, with $404k recognised as current liabilities and $100k recognised
as non-current liabilities.
This correction has resulted in a reclassification within liabilities, with a
decrease in trade and other payables of $504k and a corresponding increase in
borrowings (current: $404k; non-current: $100k), with no impact on profit or
loss, retained earnings or total net assets.
Reclassification of PRC statutory reserve within equity
During the year, Management identified an error relating to the presentation
of the PRC statutory reserve within equity as at 1 January 2024 and 31
December 2024. The item was previously accounted for within retained earnings
rather than being presented separately as a PRC reserve.
The original treatment was incorrect because, in accordance with IAS 1
Presentation of Financial Statements, material components of equity should be
presented separately when relevant to an understanding of the entity's
financial position. The PRC reserve represents a statutory reserve required
under Chinese local regulations and is distinct in nature from retained
earnings. The correct treatment is therefore to present the PRC reserve as a
separate component within equity, with appropriate disclosure.
This correction has resulted in a reclassification within equity, with a
decrease in retained earnings and a corresponding increase in PRC reserve of
$1.11 million as at 1 January 2024 and $1.19 million as at 31 December 2024,
with no impact on profit or loss, total equity or net assets.
Presentation of the impact of the Prior Year Adjustments
Consolidated statement of financial position as at 31 December 2024
Financial statement line item Previously reported Adjustment Restated
$'000 $'000 $'000
I. Assets
Intangible assets 207 (77) 130
5.Prior period misstatements related to audit adjustments in our Chinese (77)
subsidiaries and tooling adjustments.
Property plant and equipment 7,644 (2,067) 5,577
4. Incorrect recognition and presentation of administration expenses and (2,104)
plant & machinery
5.Prior period misstatements related to audit adjustments in our Chinese 37
subsidiaries and tooling adjustments.
Right of use assets 6,750 (322) 6,428
6a. Derecognition of lease liability and right-of-use assets relating to a (322)
service contract
Deferred tax assets 1,627 312 1,939
5.Prior period misstatements related to audit adjustments in our Chinese 312
subsidiaries and tooling adjustments.
Inventories 27,676 (250) 27,426
5.Prior period misstatements related to audit adjustments in our Chinese (250)
subsidiaries and tooling adjustments.
Trade and other receivable 25,667 (2,512) 23,155
1.Overstatement of revenue and administrative expenses on one project (588)
2.Misclassification of a customer prepayment in 2021. (1,852)
3. Unsupported prior year consolidation adjustment reversing tooling (763)
amortisation
5.Prior period misstatements related to audit adjustments in our Chinese (497)
subsidiaries and tooling adjustments.
6b.Reclassification of unbilled tooling revenue balances to other receivables 1,188
(Contract Assets)
Total assets 74,681 (4,916) 69,765
II. Total liabilities
Trade and other payables (30,203) (144) (30,347)
5.Prior period misstatements related to audit adjustments in our Chinese 540
subsidiaries and tooling adjustments.
6b.Reclassification of unbilled tooling revenue balances to other receivables (1,188)
(Contract Assets)
6c.Machine mortgage loan to be reclassified from trade and other payables to 504
borrowing
Other interest-bearing loans and borrowings -current (9,860) (404) (10,264)
6c.Machine mortgage loan to be reclassified from trade and other payables to (404)
borrowing
Current lease liabilities (2,109) 294 (1815)
5.Prior period misstatements related to audit adjustments in our Chinese 247
subsidiaries and tooling adjustments.
6a. Derecognition of lease liability and right-of-use assets relating to a 47
service contract
Non- current lease liabilities (5,222) 275 (4,947)
6a. Derecognition of lease liability and right-of-use assets relating to a 275
service contract
Other interest-bearing loans and borrowings non-current - (100) (100)
6c.Machine mortgage loan to be reclassified from trade and other payables to (100)
borrowing
Total liabilities (48,503) (79) (48,582)
Net Assets 26,178 (4,995) 21,183
III. Total equity
Translation reserve (682) 32 (650)
5.Prior period misstatements related to audit adjustments in our Chinese 32
subsidiaries and tooling adjustments.
Retained earnings/ (Accumulated deficit) (1,420) (6,221) (7,641)
1. Overstatement of revenue and administrative expenses on one project (588)
2.Misclassification of a customer prepayment in 2021. (1,852)
3. Unsupported prior year consolidation adjustment reversing tooling (763)
amortisation
4. Incorrect recognition and presentation of administration expenses and (2,104)
plant & machinery
5.Prior period misstatements related to audit adjustments in our Chinese 280
subsidiaries and tooling adjustments.
6d.Reclassification of PRC statutory reserve within equity (1,194)
Statutory PRC reserve - 1,194 1,194
6d.Reclassification of PRC statutory reserve within equity 1,194
Total equity 26,178 (4,995) 21,183
Consolidated statement of Profit or Loss and OCI as at 31 December 2024
Financial statement line item Previously reported Adjustment Restated
$'000 $'000 $'000
Administrative expenses (22,193) (841) (23,034)
1. Overstatement of revenue and administrative expenses on one project 68
2.Misclassification of a customer prepayment in 2021. 413
4. Incorrect recognition and presentation of administration expenses and (1,602)
plant & machinery
5.Prior period misstatements related to audit adjustments in our Chinese 280
subsidiaries and tooling adjustments.
Operating Profit 9,556 (841) 8,715
Profit before Tax 7,475 (841) 6,634
Profit for the Year 8,449 (841) 7,608
Foreign currency translation differences - foreign operations 715 32 747
5.Prior period misstatements related to audit adjustments in our Chinese 32
subsidiaries and tooling adjustments.
Total comprehensive Income 9,164 (809) 8,355
Earnings per share impact
The correction to profit/loss attributable to ordinary shareholders has
reduced prior-year basic EPS by 2.25 cents and diluted EPS by 2.12
cents.(Refer note no. 13 )
Correction at the beginning of the earliest period presented.
Consolidated statement of financial position as at 1 January 2024
Previously reported Adjustment Restated
Financial Statement Line Item
$'000 $'000 $'000
I. Total assets
Property plant and equipment 7,089 (654) 6,435
4. Incorrect recognition and presentation of administration expenses and (654)
plant & machinery
Right of use assets 7,895 (1,207) 6,688
4. Incorrect recognition and presentation of administration expenses and (1,207)
plant & machinery
Trade and other receivable 30,578 (3,684) 26,894
1. Overstatement of revenue and administrative expenses on one project (656)
2.Misclassification of a customer prepayment in 2021. (2,265)
3. Unsupported prior year consolidation adjustment reversing tooling (763)
amortisation
Total assets 84,404 (5,545) 78,859
II. Total liabilities
Non- current Lease liabilities (5,458) 1,359 (4,099)
4. Incorrect recognition and presentation of administration expenses and - 1,359 -
plant & machinery
II. Total liabilities (67,437) 1,359 (66,078)
Net assets 16,967 (4,186) 12,781
III. Total equity
Retained earning / (Accumulated deficit) (10,070) (5,301) (15,371)
1. Overstatement of revenue and administrative expenses on one project (656)
2.Misclassification of a customer prepayment in 2021. (2,265)
3. Unsupported prior year consolidation adjustment reversing tooling (763)
amortisation
4. Incorrect recognition and presentation of administration expenses and (502)
plant & machinery
6d.Reclassification of PRC statutory reserve within equity (1,115)
Statutory PRC reserve 1,115 1,115
-
6d.Reclassification of PRC statutory reserve within equity 1,115
e. Cash flow statement impact
The correction of the prior period errors resulted in reclassifications within
the comparative Consolidated Statement of Cash Flows between operating,
investing and financing activities, with no impact on total cash and cash
equivalents. As a result of the restatement, net cash generated from operating
activities decreased by $912k, net cash used in investing activities decreased
by $1,417k and net cash used in financing activities increased by $504k. Refer
to the Consolidated Statement of Cash Flows on page 100 for further details.
4. Segment information
Operating segments are reported in a manner consistent with internal reporting
provided to the Chief Operating Decision Maker (CODM). The CODM has been
identified as the Management team including the Chief Executive Officer. The
segmental analysis is based on the information that the Management team uses
internally for the purpose of evaluating the performance of operating segments
and determining resource allocation between segments.
The Group has two strategic divisions which are its reportable segments.
The Group has the below strategic divisions shown as reportable segments:
1) Tooling - Design, development and sale of tooling for the
automotive industry.
2) Production - Manufacturing and distributing serial production of
interior parts for the automotive industry.
The Group evaluates segmental performance on the basis of revenue and profit
or loss from operations calculated in accordance with IFRS. In accordance with
IFRS 8, only Tooling and Production are identified as reportable segments,
with Head Office presented solely as a reconciling item.
Inter-segment sales are priced along the same lines as sales to external
customers, with an appropriate discount being applied to encourage use of
Group resources at a rate acceptable to local tax authorities. This policy was
applied consistently in the current and prior year. The inter-segment sales in
2025 were $nil (2024: $Nil).
Reportable Segment
2025 Tooling Production Head Office Total
$'000 $'000 $'000 $'000
Total revenue from external customers 13,458 101,375 - 114,833
Revenue from other operating segments - - - -
Depreciation and amortisation - (3,664) - (3,664)
Net finance expense - (1,661) (34) (1,695)
Segment Profit/(Loss) 5,829 8,781 (5,458) 9,152
Group Profit before tax and discontinued operations 9,152
Reportable Segment
2025 Tooling Production Head Office Total
$'000 $'000 $'000 $'000
Additions to non-current assets - 5,778 - 5,778
Reporting segment assets 910 76,659 928 78,497
Reportable segment liabilities (26,863) (21,048) (829) (48,740)
Reportable Segment
2024 Restated Tooling Production Head Office Total
$'000 $'000 $'000 $'000
Total revenue from external customers 11,967 107,781 - 119,748
Depreciation and amortisation - (4,875) - (4,875)
Net finance expense - (2,084) (46) (2,130)
Segment Profit/(Loss) Restated 3,885 9,842 (7,093) 6,634
Group Profit before tax and discontinued operations 6,634
Reportable Segment
2024 Restated Tooling Production Head Office Total
$'000 $'000 $'000 $'000
Additions to non-current assets - 1,721 - 1,721
Reporting segment assets 963 67,956 846 69,765
Reportable segment liabilities (2,570) (44,430) (1,582) (48,582)
External revenue by location of customers Non-current assets by location of assets
2025 2024 2025 2024
$'000 $'000 $'000 $'000
Europe 28,571 42,565 1,190 1,639
North America 44,295 31,977 8,570 3,446
Asia Pacific 10,419 15,652 8,031 7,803
United Kingdom 27,250 25,680 1,721 2,133
Rest of the world 4,298 3,874 253 312
114,833 119,748 19,765 15,333
Due to the nature of the automotive industry becoming increasingly
consolidated with mergers, acquisitions and strategic alliances, the number of
customers under separate control is decreasing whilst the size of such
customers is increasing.
Analysis of concentration of customers, above 10% of Group
revenue:
In 2025 the Group had three major customers representing $51.7 million (45%),
$23.8 million (21%) and $12.6 million (11%) of Group revenue. These revenues
are reported under Production Revenue and Tooling segments.
In 2024 the Group had three major customers representing $45.5 million (38%),
$22 million (18%) and $9.2 million (7.6%) of Group revenue. These revenues are
reported under Production Revenue and Tooling segments.
5. Revenue
2025 2024
$'000 $'000
Disaggregation of revenue
An analysis of revenue by type is given below:
Sale of parts 101,375 107,781
Sale of tooling (including design and development) 13,458 11,967
114,833 119,748
An analysis of revenue by geographical market is given within Note 4.
All revenue is recognised from goods transferred at a point in time.
Contract 2025 2024
balances
Balance as at 1 January 2025 4,858 5,769
Revenue recognised that was included in contract liabilities at the beginning (3,493) (2,718)
of the year
Increases due to cash received, excluding amounts recognised as revenue during 4,708 1,807
the year
Balance as at 31 December 6,073 4,858
2025
The following table includes revenue expected to be recognised in the future,
related to performance obligations that are unsatisfied (or partially
unsatisfied) at the reporting date.
2026 2027 Total
31 December 2025 $'000 $'000 $'000
Tooling projects 9,286 3,490 12,776
31 December 2024 2025 2026 Total
$'000 $'000 $'000
Tooling projects 8,010 4,516 12,526
All consideration from contracts with customers is accounted for as contract
assets or liabilities and released to the revenue once the performance
obligation is fulfilled.
The Group applies the practical expedient in paragraph 121 of IFRS 15 and does
not disclose information about remaining performance obligations that have
original expected durations of one year or less.
13. Earnings per share
From continuing and discontinued operations: 2025 2024
Number Number Restated
Weighted average number of equity shares 73,597,548 73,597,548
$ $
Earnings, being profit after tax 8,426,000 7,608,000
2025 2024
Cents Cents
Earnings per share 11.4 10.3
Diluted earnings per share 10.9 10.0
In 2025 and 2024 there were share options outstanding that could have a
dilutive effect on earnings per share in the future.
From continuing operations: 2025 2024
Number Number
Restated
Weighted average number of equity shares (basic) 73,597,548 73,597,548
Effect of share options on issue 3,452,601 2,603,343
Weighted -average number of ordinary shares (diluted) 77,050,149 76,200,891
$ $
Earnings, being profit after tax before discontinued operations 8,426,000 6,800,000
2025 2024
Cents Cents Restated
Earnings per share 11.4 9.2
Diluted earnings per share 10.9 9.0
From discontinued operations: 2025 2024
Cents Cents
Basic and diluted earnings per share - 1.1
Diluted earnings per share - 1.1
17. Property, plant and equipment
Plant and equipment Fixtures and fittings Motor vehicles Total
$'000 $'000 $'000 $'000
Cost at 1 Jan 2024 (Restated) 13,393 2,583 242 16,218
Additions 925 760 36 1,721
Disposals (1,692) (275) (164) (2,131)
Effect of hyperinflation 292 127 - 419
Effect of movement in foreign exchange (Restated) (372) (147) (2) (521)
Cost at 31 Dec 2024 (Restated) 12,546 3,048 112 15,706
Additions 5,497 200 81 5,778
Disposals (367) (228) (2) (597)
Effect of hyperinflation 56 66 - 122
Effect of movement in foreign exchange 322 (53) 11 280
Cost at 31 Dec 2025 18,054 3,033 202 21,289
Accumulated depreciation at 1 Jan 2024 (Restated) (7,665) (1,901) (217) (9,783)
Charge for the year (1,125) (246) (12) (1,383)
On disposals 1,315 142 139 1,596
Effect of hyperinflation (273) (122) - (395)
Effects of movements in foreign exchange (150) (9) (5) (164)
Accumulated depreciation at 31 Dec 2024 (Restated) (7,898) (2,136) (95) (10,129)
Charge for the year (906) (340) (19) (1,265)
On disposals 302 210 9 521
Effect of hyperinflation 75 23 - 98
Effects of movements in foreign exchange 556 75 34 665
At 31 Dec 2025 (7,871) (2,168) (71) (10,110)
Carrying amount
At 31 Dec 2024 4,648 912 17 5,577
At 31 Dec 2025 10,182 867 130 11,179
24. Other interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group's
interest-bearing loans and borrowings, which are measured at amortised cost.
For more information about the Group's exposure to interest rate and foreign
currency risk, see Note 26.
2025 2024 Restated
$'000 $'000
Current liabilities 7,826 9,860
Current portion of secured bank loans
Current portion of secured machine mortgage loan 1,300 404
Current portion of unsecured loan from related party 431 -
9,557 10,264
Non-Current liabilities
Non -current portion of secured machine mortgage loan 694 100
Total 10,251 10,364
On October 11 2024, the Group moved its borrowing facilities from HSBC to FGI
worldwide LLC (FGI). FGI provides a revolving credit facility and secures its
borrowing on inventory and trade receivables of China Tool Projects UK
Limited, CT Automotive Systems de Mexico, S.A. de C.V and IMS- Chinatool JV,
LLC. In June 2025, Marelli Corporation entered Chapter 11 administration and
as a result trade receivable of Marelli Corporation are not used as security
for the FGI Facility due to the Chapter 11 proceedings.
In addition, FGI provides an over advance facility of $750,000, repayable
every 6 months. The over advance facility was fully utilized at 31 December
2025.
On 14 November 2025, FGI provided an additional Machinery & Equipment
Facility of up to $3.5 million to CT Automotive Systems De Mexico, S.A De C.V,
a subsidiary of the Group, secured on eligible machinery and equipment located
in the Mexican production facility. As at 31 December 2025 $309k of this
facility was utilized.
As at 31 December 2025, inventories worth $4.06 million, trade receivables of
$3.92 million, and machinery and equipment of $309k have been pledged.
As at 31 December 2024, inventories worth $3.8 million and trade receivables
of $4.92 million have been pledged.
The currency profile of the Group's loans and borrowings is as follows:
2025 2024
Restated
$'000 $'000
USD 7,748 8,827
EUR 430 1,033
RMB 2,073 504
10,251 10,364
Currency Margin Contracted maturity Carrying amount 31 December 2025 Carrying amount 31 December 2024
$'000 $'000
Secured bank loans EUR & USD 4.32% 2026 7,826 9,860
Secured machine mortgage loan RMB 5.08% 2026-2027 1,994 504
Unsecured loan from related party USD & RMB 12.4% 2026 431 -
10,251 10,364
2025
The borrowing facility with FGI allows prepayment on inventory and trade
receivables of Chinatool UK Limited, and IMS Chinatool JV, LLC, after
deductions of certain reserves which are calculated weekly. From June 2025,
when Marelli Corporation entered Chapter 11, Marelli Corporation receivables
were not included in the FGI Facility. The FGI Facility is a revolving
facility and customers pay directly to FGI.
The over advance facility is repayable every six months, and the Group can
redraw these funds partially or in full as per requirements.
Machine Mortgage Loans in the Chinese subsidiary represent financing obtained
through sale‑and‑leaseback of plant and machinery with finance leasing
companies, under which ownership of the equipment is temporarily transferred
as security and reverts to the Company upon full repayment. The average
interest rate for the above-mentioned facilities is 5.08% p.a.
The unsecured loan from related party is an unsecured working capital loan
from Automotive Kinetic Systems Limited, carrying a fixed interest rate of
12.4% p.a. and repayable on demand.
2024
The borrowing facility with FGI allows prepayment on inventory and trade
receivables of Chinatool UK Limited and IMS- Chinatool JV, LLC after
deductions of certain reserves which are calculated weekly. The facility is a
revolving facility as customers pay directly to FGI. The over advance facility
is repayable every six months, and the Group can redraw these funds partially
or in full as per requirements.
Machine Mortgage Loans in the Chinese subsidiary represent financing obtained
through sale‑and‑leaseback of plant and machinery with finance leasing
companies, under which ownership of the equipment is temporarily transferred
as security and reverts to the Company upon full repayment. The average
interest rate for the above-mentioned facilities is 5.08% p.a.
2025 Opening balance 1 January Cash received / (paid) on principal Other non-cash movements (incl FX) New leases Interest accrued Interest paid Closing balance 31 December
$'000 $'000 $'000 $'000 $'000 $'000 $'000
Secured bank loans 9,860 (2,327) 293 - 801 (801) 7,826
Secured machine mortgage Loan 504 1,460 30 95 (95) 1,994
Unsecured loan from related party - 385 11 - 35 - 431
Lease liabilities 6,762 (2,212) 19 1,225 764 (764) 5,794
Balance at 31 December 2025 17,126 (2,694) 353 1,225 1,695 (1,660) 16,045
2024 Restated Opening balance 1 January Cash received/(paid) Other movements (incl FX) New leases Interest accrued Interest paid Closing balance 31 December
$'000 $'000 $'000 $'000 $'000 $'000 $'000
Secured bank loans - 9,567 293 - 127 (127) 9,860
Secured machine mortgage Loan - 504 - - - - 504
Trade loans 9,005 (9,000) (5) - 555 (555) -
Invoice finance 4,193 (4,018) (175) - 386 (386) -
7,591 (4,077) (33) 3,281 1,062 (1,062)
Lease 6,762
liabilities
Balance at 31 December 2024 20,789 (7,024) 80 3,281 2,130 (2,130) 17,126
27. Capital management
The Group's primary objectives when managing capital are to safeguard the
Group's ability to continue as a going concern, so that it can continue to
provide returns for shareholders and benefits for other stakeholders, by
pricing products and services commensurately with the level of risk and by
securing access to finance at a reasonable cost.
The Group actively and regularly reviews and manages its capital structure to
maintain a balance between the higher shareholder returns that might be
possible with higher levels of borrowings and the advantages and security
afforded by a sound capital position and makes adjustments to the capital
structure in light of changes in economic conditions.
Under the terms of the FGI facility, the Group is required to maintain a Fixed
Charge Coverage Ratio (FCCR) of at least 1.5x on a trailing twelve-month
basis. As of 31 December, 2025, the Group reported an FCCR of 1.83x,
demonstrating substantial headroom above the minimum requirement.
28. Capital and reserves
2025 2024
$'000 $'000
Share capital
Allotted, called up and fully paid
73,597,548 (2024: 73,597,548) Ordinary shares of £0.005 each 484 484
Shares classified in shareholders' funds 484 484
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company.
Share premium
The share premium represents the value subscribed for share capital in excess
of nominal value.
Translation reserve
The translation reserve comprises all foreign exchange differences arising
from the translation of the financial statements of foreign operations, as
well as from the translation of liabilities that hedge the Group's net
investment in a foreign subsidiary.
Merger reserve
The merger reserve comprises the consideration paid by the Company when it
acquired 100% of the share capital of China Tool Projects UK Limited on 6
April 2017, the former Group Company. The transaction is not considered to
be a business combination as the new top Company formed is not considered a
business under the definition in IFRS 3. Therefore, this transaction does not
fall under the scope of IFRS 3 and book value accounting has been applied.
As a result, the consideration paid by the Company, being a combination of
cash and the issue of Loan Notes, is now held in a Merger Reserve.
LTIP reserve
The Long‑Term Incentive Plan (LTIP) Reserve represents the cumulative charge
recognised in equity in accordance with IFRS 2 - Share‑based Payment for
awards granted to employees under the Group's long‑term incentive
programmes.
Statutory PRC reserve
The Group maintains a statutory surplus reserve in accordance with PRC
regulations, under which at least 10% of PRC statutory profits are
appropriated annually until the reserve reaches 50% of registered capital. The
reserve is not available for dividend distribution.
Retained earnings/(Accumulated deficit)
Accumulated deficit represents all other net gains and losses not recognised
elsewhere.
Non-controlling interests
Non-controlling interests represents the equity in subsidiaries that is not
attributable to the shareholders of the Group.
31. Contingent liabilities
The Group operates in overseas jurisdictions and is required to participate in
various government-sponsored employee benefit plans, including social
insurance, housing funds, and other welfare-oriented obligations, contributing
specified percentages of employee salaries, bonuses, and allowances up to a
maximum amount set by local authorities. Authorities in some jurisdictions
have not consistently enforced the employee benefit plan requirements, given
the different levels of economic development in different areas. We cannot
confirm that our practices will be deemed to be in compliance with the
above-mentioned employee benefit plan requirements in all aspects. The
authorities may require us to pay, or in the case of any shortfalls, to cover
the required social insurance and housing fund contributions. We may also
become subject to fines and legal sanctions due to any failure to make social
insurance and housing fund contributions for our employees. If we are subject
to late fees or fines in relation to the underpaid employee benefits, our
financial condition and results of operations may be adversely affected. We
may also be subject to regulatory investigations and other penalties if our
other employment practices are deemed to be in violation of local laws and
regulations. We do not believe it is probable that there is an outflow of
resources and therefore have not recorded a provision for the uncertain
positions in relation to these plans. At the date of approving the
financial statements, Management consider the probability of significant
outflows from the above risks to be low.
In addition to the employment-related obligations noted above, the Group is
also subject to certain customs, trade and regulatory considerations arising
from its international trading activities.
The Group operates through a number of international trading and supply chain
arrangements across multiple jurisdictions, including arrangements which may
give rise to customs duties and related regulatory considerations. The
application of relevant customs and trade regulations to these arrangements
requires management judgement and ongoing monitoring and the Group proactively
manages its exposure to any duty payable. The Group continues to review
relevant processes and controls, particularly in relation to cross-border
trading arrangements and associated duty considerations.
Based on the information currently available, management does not consider
that any material provision is required in respect of these matters as at the
reporting date. Management will continue to monitor developments and assess
any implications for future reporting periods.
34. Alternative performance measures
The Annual Report includes Alternative Performance Measures (APMs) which are
considered by Management to better allow the readers of the accounts to
understand the underlying performance of the Group. A number of these APMs are
used by Management to measure the KPIs of the Group as outlined within the
Financial Review on pages 23 to 28. The Board also monitors these APMs to
assess financial performance throughout the year.
The APMs used in the Annual Report include:
- Adjusted EBITDA - calculated as EBITDA adjusted for
non-recurring items and non-cash foreign exchange translation (loss)/gain;
- Adjusted EBITDA margin - calculated as adjusted
EBITDA divided by revenue in the year;
- Adjusted profit before tax - calculated as profit
before tax adjusted for non-recurring items and non-cash foreign exchange
translation (loss)/gain; and
- Adjusted profit before tax margin - calculated as
adjusted profit before tax divided by revenue in the year.
EBITDA is calculated using operating profit before interest, taxes,
depreciation and amortisation.
APMs are calculated on EBITDA and profit before tax for continuing operations
only.
Details of each of the non-recurring items is disclosed in Note 7
Adjusted EBITDA and adjusted EBITDA margin 2025 2024 Restated
$'000 $'000
Adjusted EBITDA from continuing operations 14,789 14,834
Adjusted EBITDA margin 12.88% 12.39%
Adjusted and non-underlying items
- Non-cash impact foreign exchange gain /(loss) 532 (1,244)
- Redundancy costs (425) -
- Hyperinflation* (427) -
EBITDA 14,469 13,590
EBITDA margin 12.60% 11.35%
*2024 restated does not include $210k of hyperinflation gain
Adjusted profit/ (loss) before tax and adjusted profit/ (loss) before tax 2025 2024 Restated
margin
$'000 $'000
Adjusted profit before tax 9,472 7,878
Adjusted profit before tax margin 8.25% 6.58%
Adjusted and non-underlying items
- Non-cash impact foreign exchange gain 532 (1,244)
- Redundancy costs (425) -
- Hyperinflation* (427) -
Profit before tax 9,152 6,634
Profit before tax margin 7.97% 5.54%
*2024 restated does not include $210k of hyperinflation gain
Company Balance Sheet
For the year ended 31 December 2025
Company number 10451211 Notes 2025 2024
$'000 $'000
Assets
Non-current assets
Investments 3 36,193 36,193
Deferred tax asset 4 - -
36,193 36,193
Current assets
Trade and other receivables 5 39,452 33,652
Cash and cash equivalents 99 35
Derivative financial assets 7 91 -
39,642 33,687
Current liabilities
Trade and other payables 6 (28,792) (21,762)
Derivative financial liabilities 7 - (49)
(28,792) (21,811)
Net assets 47,043 48,069
Capital and reserves
Share capital 8 484 484
Share premium 63,696 63,696
LTIP reserve 124 51
Accumulated deficit (17,261) (16,162)
Total equity 47,043 48,069
The Company generated a loss of $1,099,446 in the year ended 31 December 2025
(2024: loss of $2,201,000).
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