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REG - Strip Tinning Hldgs - Final Results For Year Ended 31 December 2025

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RNS Number : 1650Y  Strip Tinning Holdings PLC  26 March 2026

26 March 2026

Strip Tinning Holdings plc

("Strip Tinning" or the "Group" or the "Company")

Annual Results for year ended 31 December 2025

Financial performance in line with market expectations, with operational
enhancements and strong sales order book leaving the Company well-positioned
for accelerated growth

Strip Tinning Holdings plc (AIM: STG), a leading supplier of specialist
connection systems to the automotive sector, is pleased to announce its full
year results for the year ended 31 December 2025.

 FY25 Financial highlights:

 

·      Total lifetime sales value of all nominations remains in excess
of £100m.

·      Total revenues of £8.6m (FY24: £9m).

·      Battery Technologies ("BT") division product sales more than
doubled to £2.1m (FY24: £1.0m).

·      Glazing division product sales of £6.5m (FY24: £8.0m).

·      Gross Margins improved from 33.1% in FY2024 to 40.0% in 2025.

·      Adjusted( 1 ) EBITDA of (£0.5m) (FY 24: Loss of £1.9m).

·      £1.6m of cash generated in operating activities (FY2024: £2.3m
used) with cash of £0.6m as of 31 December 2025 (2024: £0.5m).

·      Basic EPS( 2 ) of (11.6)p versus FY24 (25.9)p

FY25 Operational highlights:

 

·      Battery Technologies division well-positioned for growth
acceleration, with an increasing order book and strong pipeline, with
divisional revenue for FY26 expected to be more than three times FY24.

·      Glazing division delivering improved margins from new production
supply nominations, one of which has reached SOP and is now in serial
production and the other which is on track to reach SOP by Q2, earlier than
initially expected.

·      Cash position improved in 2025, with over £3.5m of cost and
capex reductions implemented whilst ensuring the new projects remain on track.

·      The Group has successfully passed all customer and regulatory
audits during the year.

Outlook:

 

·      The Zoox BT nomination to launch as expected in Q2 2026, one of
the PDLC projects launched in February 2026, and the other is due for launch
late Q2 2026.

·      The Company's key focus is delivering the new Cell Contact System
parts for its Zoox BT nomination, the PPAP( 4 ) order has been received and
will be delivered in March and April 2026 with serial production starting
immediately thereafter.

·      The Board continues to focus on operational actions to deliver
the two major Projects in Q2 and then focus on winning new nominations as
working capital allows.

·      To further support the working capital requirements of the three
major new projects as they ramp up, as well as growth capital for new
projects, the Group will continue to seek new funding from additional debt
sources notably under the Government Export Credit Guarantee scheme, grants,
and potentially from investors or strategic partners.

·      The Board remains confident of being EBITDA positive from
FY26( 3 ) onwards and cash generative from FY27.

 

Paul George, Non Executive Chair of Strip Tinning, commented: "2025 was a year
of pleasing progress as we worked to bring the three new projects to serial
production.

 

"We believe that 2026 will be a year of execution for Strip Tinning, as the
three new nominations enter serial production. We will continue the investment
needed to maximise our success in delivering the strong Battery Technologies
and Glazing sales nominations already secured, and once serial production is
successfully underway in more aggressively pursuing new opportunities. I have
utmost confidence in the executive team to deliver on the company's growth
plans and look forward with optimism."

 

Enquiries:

 

Strip Tinning Holdings plc                         
                                     
                                     
                 

Mark Perrins, Chief Executive
Officer                                                                                 

Kevin Edwards, Chief Financial Officer

 

Singer Capital Markets (Nominated Adviser and Sole Broker)         
              +44 (0) 20 7496 3000

Rick Thompson

James Fischer

 

( 1 ) Adjusted earnings are stated before net finance income, tax,
amortisation and depreciation and non-recurring items.

( 2 ) Based on weighted average number of shares in the period

( 3 ) Strip Tinning understands that as at the date of this announcement,
market expectations for the year ended 31 December 2026 are for Revenue
of £13.2m and Adjusted EBITDA of £0.6m. (Source: FactSet)

( 4 ) Part Approval Process (PPAP) is the final stage before serial production

Chairman's statement for the year ended 31 December 2025

Since my appointment as Non-Executive Chair in June 2025, I am delighted with
the progress the Group has made. 2025 was a challenging but ultimately
successful year with the key focus being managing cash whilst preparing for
the growth in 2026. The team made some difficult decisions and worked hard to
reduce our cash burn. The Executive Directors and Non-Executives have shared
some of this by reducing our salaries to help the business and I thank them
and our key suppliers for supporting us throughout the year. The reduction in
cash burn, together with the 2022, 2023 and 2024 Research and Development tax
credits received in 2025 have helped the business to get through the financial
year without raising any further finance. Huge credit must be given to the
Executive team for their hard work to ensure that the existing business, the
two PDLC roof glass projects and the Zoox project in particular remained on
track for launch in 2026.

 

I would like to thank and congratulate all the employees of the Group for what
has been achieved this year. The investment in the team that we put in place
in 2024 and maintained through 2025 has helped us to keep on track with all
the new projects which demonstrates their expertise and commitment to the
business as a whole. We enter 2026 with a much-improved business and our
quality of service has never been better. We will continue to focus on the
development of the three new projects before looking at increasing our
pipeline further once serial production is underway.

 

During the year we have limited our pace of growth and implemented cost and
capex reductions worth over £3.5m in 2025 and 2026 whilst ensuring the new
projects remain on track. We have reduced headcount in glazing and reduced
other costs where possible. Cash is expected to be less constrained over the
next 12 months although the working capital requirement of the new projects
does put some strain on cash flow as we move towards the end of 2026 and into
2027. We have included a number of assumptions and contingencies in our
financial models, along with a number of mitigating actions available to the
Group that are detailed below in the Directors report. To support working
capital requirements as our new projects ramp up towards the end of 2026, we
will continue to look at new funding from additional debt sources (notably
under the Government Export Credit Guarantee scheme) and grants.

 

Following the above actions, we have emerged as a leaner, higher performing
organisation, with the right team to deliver on our significant existing
growth opportunities and future plans. Our people, capacity, and financial
resources are in place to launch the new products and as such, we look forward
to delivering on the new projects we have won and seeing our sales begin to
grow.

 

The experience of our Board has proven to be of immense value during the year,
helping us to maintain our focus on operational excellence and targeted
markets, as well as positioning us for the growth ahead. In order to maintain
the positive momentum across the business, the Board has met at-least monthly
throughout the year, and so I would like to thank the Board members for the
commitment they have shown.

 

On a personal note I have enjoyed the start to my new role as Non-Executive
Chairperson and although it has been challenging for the Board to navigate the
macro backdrop, the business is in a stronger position at the beginning of
2026. Trading in 2026 has started well, we have received the Production Part
Approval Process (PPAP) order for the Zoox Robotaxi project and will move into
serial production in the next quarter. We look forward with confidence to
delivering the new projects in 2026 and beyond.

 

Paul George

Non-Executive Chair

 

 

Chief Executive Officer's statement for the year ended 31 December 2025

 

Results for the financial year

 

The Board is pleased to confirm that FY25 Adjusted EBITDA loss was better than
market expectations (prior to 2 February 2026 trading update) at £0.5m. That
this was delivered against a backdrop of limited funding availability, macro
challenges such as tariffs, metals pricing spikes, foreign exchange movements,
and fluctuating customer demands is testament to the strong management team we
have developed.

 

Sales were £8.6m (FY24 £9.0m) with the decline from FY24 being in line with
the business strategy to pivot from the traditional lower margin simple
automotive connectors into higher margin connectors used in battery systems
for both automotive and non-automotive applications. The product portfolio
shift together with operational improvements is reflected in the continued
improvements in the Group's gross margin which improved to 40.4% (FY24 33.1%).

 

2025 has been all about very tight cost control and launch readiness
preparations. Further information on the status of our three major new
projects is included in the Strategic Report. In terms of cost control, we
have been keenly focused on cash management and made significant progress
improving debtor days from 73 to 66 and inventory reducing by 18% against
2024. Creditor payment performance improved leading to improving payment terms
with some suppliers. Cash at year end was £617k (FY24 £512k) again showing
positive momentum.

 

Operational highlights

 

·      Health, safety and environment continued to be a key focus with
investment and upgrades made to our chemical processes used to make flexible
printed circuits. The continual improvement initiatives were verified by
exceptional ISO45001 & ISO140001 audit results.

·      Re-layout of our factories - with three major new projects
scheduled to launch in 2026, 2025 saw major improvements made to our existing
factory buildings and the addition of a further seven and half thousand square
feet building on the same business park as our existing buildings.

·      Additional clean rooms have been added to cope with the ramp up
of the Zoox Robotaxi battery Cell Contacting system (CCS).

·      The Group has invested heavily in improving quality controls with
DMC laser marking for part identification, MES to control linked processes,
more sophisticated electrical testing and 3D AOI (Automated Optical
Inspection) to increase inspection throughput and automate the process.

·      The second half of the year has seen promotions and restructuring
together with recruitment, to strengthen the team. This is anticipated to
continue throughout 2026 as we deliver on the new projects.

 

Outlook

 

As previously communicated the Board remains firmly focused on delivery of the
three major projects and are confident of being EBITDA profitable in 2026.
During 2025 this has resulted in some new business opportunities being
declined in order to focus available resources on contracted new business. One
of the PDLC projects launched in February 2026 and the other is due for launch
late Q2 2026. The Zoox project is on track for launch in early Q2 as
announced.

 

The pipeline and levels of enquiries for our products remains extremely strong
and we are confident that once our major contracts enter serial production
over the next few months we will be able to start exploiting these
opportunities during 2026 as resources become more readily available.

 

Mark Perrins

Chief Executive Officer

 

Consolidated statement of comprehensive income

for the year ended 31 December 2025
                                                              Note                 2025      2024
                                                                              £'000          £'000
 Revenue                                                      3               8,592          9,027
 Cost of sales                                                                (5,119)        (6,038)
 Gross profit                                                                 3,473          2,989
 Other operating income                                       4               276            230
 Administrative expenses                                                      (6,021)        (6,616)
 Operating loss                                               5               (2,272)        (3,397)
 Derivative fair value gain / (loss)                          18              786            (905)
 Finance income                                               8                1             71
 Finance expense                                              8               (789)          (655)
 Loss before taxation                                                         (2,274)        (4,886)
 Taxation                                                     9               167            186
 Loss and total comprehensive expense for the financial year                  (2,107)        (4,700)

 Basic and diluted loss per share (pence)                           10        (11.6)         (25.9)

 

All amounts relate to continuing operations.

 

There is no other comprehensive income in either the current or prior year.

 

The notes on pages 42 to 72 form part of these financial statements.

Consolidated statement of financial position as at 31 December 2025
                                  Note     31 December 2025   31

                                                               December

                                                              2024

                                          £'000               £'000
 Assets
 Non current assets
 Intangible assets                11      2,653               2,230
 Right-of-use assets              12      728                 873
 Property, plant and equipment    13      3,070               3,410
                                          6,451               6,513
 Current assets
 Inventories                      15      1,072               1,310
 Trade and other receivables      16      2,066               2,143
 Tax recoverable                          202                 1,177
 Cash at bank and in hand                 617                 512
                                          3,957               5,142
 Total assets                             10,408              11,655
 Liabilities
 Current liabilities
 Trade and other payables         17      (2,557)             (1,630)
 Borrowings                       18      (1,129)             (652)
 Lease liabilities                19      (183)               (164)
                                          (3,869)             (2,446)
 Non current liabilities
 Borrowings                       18      (4,672)             (4,494)
 Derivative fair value liability  18      (720)               (1,506)
 Lease liabilities                19      (630)               (772)
 Provisions                       22      (265)               (251)
                                          (6,287)             (7,023)
 Total liabilities                        (10,156)            (9,469)
 Net assets                               252                 2,186
 Equity
 Called up share capital          24      182                 182
 Share premium account            24      7,931               7,931
 Merger reserve                   24      (100)               (100)

 Other reserve                    24      (3)                 (3)
 Accumulated loss                         (7,758)             (5,824)
 Total equity                             252                 2,186

 

The notes on pages 42 to 72 form part of these financial statements.

These financial statements on pages 37 to 72 were approved and authorised for
issue by the board on   26 March 2026 and were signed on its behalf by:

 

 

K Edwards

Director

Strip Tinning Holdings plc
 
                    Registered number: 13832126

Company statement of financial position as at 31 December 2025
                                  Note     31 December 2025    31 December 2024

                                          £'000               £'000
 Assets
 Non current assets
 Investments                      14      4,254               4,080
                                          4,254               4,080
 Current assets
 Trade and other receivables      16      9,220               9,598
 Cash at bank and in hand                 -                   -
                                          9,220               9,598
 Total assets                             13,474              13,678
 Liabilities
 Current liabilities
 Trade and other payables         17      (163)               (107)
 Non current liabilities
 Borrowings                       18      (4,036)             (3,536)
 Derivative fair value liability  18      (720)               (1,506)
                                          (4,756)             (5,042)

 Total liabilities                        (4,919)             (5,149)
 Net assets                               8,555               8,529
 Equity
 Called up share capital          24      182                 182
 Share premium account            24      7,931               7,931
 Merger reserve                   24      3,645               3,645
 Other reserve                    24      (3)                 (3)
 Accumulated loss                         (3,200)             (3,226)
 Total equity                             8,555               8,529

 

As permitted by section 408 of the Companies Act 2006, the parent Company's
profit and loss account has not been included in these financial statements.
The Company recorded a loss for the year of £147,000 (2024: £1,924,000).

The notes on pages 42 to 72 form part of these financial statements.

 

These financial statements on pages 37 to 72 were approved and authorised for
issue by the board on 26 March 2026 and were signed on its behalf by:

 

 

 

K Edwards

Director

Strip Tinning Holdings plc
 
          Registered number: 13832126

Consolidated statement of changes in equity for the year ended 31 December 2025
                                                                                        Share premium account  Merger reserve  Other reserve

                                                              Called up share capital   £'000                                                 Accumulated loss   Total

                                                              £'000                                            £'000           £'000          £'000               Equity

                                                                                                                                                                 £'000
 Balance as at 1 January 2024                                 154                       6,966                  (100)           (3)            (1,221)            5,796
 Loss and total comprehensive expense for the financial year  -                         -                      -               -              (4,700)            (4,700)
 Share based payment (note 25)                                -                         -                      -               -              97                 97
 Issue of share capital (note 24)                             28                        965                    -               -              -                  993
 Total contributions by owners                                28                        965                    -               -              97                 1,090

 Balance as at 31 December 2024                               182                       7,931                  (100)           (3)            (5,824)            2,186
 Loss and total comprehensive expense for the financial year  -                         -                      -               -              (2,107)            (2,107)

 Share based payment (note 25)                                -                         -                      -               -              173                173
 Total contributions by owners                                -                         -                      -               -              173                173

 Balance as at 31 December 2025                               182                       7,931                  (100)           (3)            (7,758)            252

 

Company statement of changes in equity for the year ended 31 December 2025
                                                                                        Share premium account  Merger reserve  Other reserve  Accumulated loss  Total equity

                                                              Called up share capital   £'000                                                 £'000             £'000

                                                              £'000                                            £'000           £'000
 Balance as at 1 January 2024                                 154                       6,966                  3,645           (3)            (1,399)           9,363
 Loss and total comprehensive expense for the financial year  -                         -                      -               -              (1,924)           (1,924)

 Share based payment (note 25)                                -                         -                      -               -              97                97
 Balance as at 31 December 2024                               182                       7,931                  3,645           (3)            (3,226)           8,529
 Loss and total comprehensive expense for the financial year  -                         -                      -               -              (147)             (147)

 Share based payment (note 25)                                -                         -                      -               -              173               173
 Total contributions by owners                                -                         -                      -               -              173               173
 Balance as at 31 December 2025                               182                       7,931                  3,645           (3)            (3,200)           8,555

Consolidated cash flow statement for the year ended 31 December 2025
                                                                                2025     2024
                                                                                £'000    £'000
 Cash flow from operating activities
 Loss for the financial year                                                    (2,107)  (4,700)
 Adjustment for:
 Depreciation of property, plant and equipment                              13  655      739
 Depreciation of right-of-use assets                                        12  299      217
 Amortisation of intangible assets                                          11  280      178
 Loss on sale of tangible fixed assets                                          45       -
 Derivative fair value (gain) / loss                                        18  (786)    905
 Amortisation of government grants                                              (11)     (26)
 Share based payment                                                        25  173      97
 Finance costs                                                              8   789      584
 Taxation credit                                                            9   (167)    (186)
 Changes in working capital:
 (Increase)/decrease in inventories                                         15  238      (23)
 Decrease in trade and other receivables                                    16  77       542
 Increase/(decrease) in trade and other payables                            17  939      (673)
 Cash (used in)/generated from operations                                       424      (2,346)
 Income tax received relating to R&D tax credits                                1,142    -
 Net cash (used in)/generated from operating activities                         1,566    (2,346)

 Cash flows from investing activities
 Interest received                                                              -        71
 Purchase of property, plant and equipment                                  13  (223)    (916)
 Purchase of intangible assets                                              11  (703)    (765)
 Net cash used in investing activities                                          (926)    (1,610)

 Cash flows from financing activities
 Issue of share capital                                                     25  -        1,106
 Share issue costs paid                                                     25  -        (113)
 Proceeds of convertible loan note received                                 18  -        4,000
 Loan note issue costs paid                                                 18  -        (301)
 Interest paid                                                              20  (277)    (205)
 Payment of lease liabilities                                               20  (277)    (201)
 Invoice discounting finance advanced/(repaid)                              20  312      (136)
 Hire purchase finance received                                             20  249      475
 Loan repayments                                                            20  (81)     (74)
 Repayment of capital element of hire purchase contracts                    20  (461)    (426)
 Net cash (used in)/generated from financing activities                         (535)    4,125

 Net increase in cash and cash equivalents                                      105      169
 Cash and cash equivalents at the beginning of the year                         512      343
 Cash and cash equivalents at the end of the year (all cash at bank and in      617      512
 hand)

Notes to the financial statements

for the year ended 31 December 2025
1  Corporate information

 

Strip Tinning Holdings plc is a public company incorporated in the United
Kingdom and listed on the Alternative Investment Market. The registered
address of the Company is Arden Business Park, Arden Road, Frankley
Birmingham, West Midlands, B45 0JA.

 

The principal activity of the Company is as a holding company for a subsidiary
which manufactures automotive busbar, ancillary connectors and flexible
printed circuits (FPC) (together the 'Group').

 

2  Accounting policies

Basis of preparation

 

The Group financial statements have been prepared in accordance with UK
adopted international accounting standards ("IFRS") and in accordance with the
requirements of the Companies Act 2006.

 

The parent Company financial statements have been prepared under applicable
United Kingdom Financial Reporting Standards 101: Reduced Disclosure Framework
("FRS101") and the requirements of the Companies Act 2006. The following FRS
101 disclosure exemptions have been taken in respect of the parent Company
only information:

·      IAS 7 Statement of cash flows;

·      IFRS 7 Financial instruments disclosures and;

·      IAS 24 Key management remuneration.

 

The principal accounting policies applied in the preparation of these
consolidated and separate financial statements are set out below. These
policies have been consistently applied to all the years presented, unless
otherwise stated. The IASB has published the following amendments which were
implemented by the group on 1 January 2025 but which have not had any
significant impact on the Group's financial statements:

- Amendment to IAS 1 regarding the classification of liabilities being based
on an entity's rights at the end of a reporting period and disclosure in
respect of post period end covenants that have to be met in the 12 months post
period end;

- IAS 7/IFRS 7 amendments in respect of supplier finance arrangements and
disclosures that allow an investor to understand the nature of these;

- IFRS 16 Amendments to clarify how a seller-lessee subsequently measures sale
and leaseback transactions.

 

The financial statements have been prepared under the historical cost
convention. The financial statements and the accompanying notes are presented
in thousands of pounds sterling ('£'000'), the functional and presentation
currency of the Group, except where otherwise indicated.

Going concern

 

The Directors, having made suitable enquiries, analysis and judgements,
consider that the Group has adequate resources to continue in business for the
foreseeable future, being a period of at least 12 months from the date of
approval of these financial statements.

 

In making this assessment the Directors have considered the Group budgets for
the period up to June 2027, routinely updated forward forecasts for revenue,
costs and cash flows, the impact of cost cutting already completed and applied
sensitivities to these forecasts. The key assumptions included within the
forecasts, and thus informing the Directors' views on the going concern
position of the Group, are as follows:

·      Sales run rates are starting to increase in Q1 of 2026 with the
new contracts starting to increase in volumes, we are forecasting that this
will increase further as we reach launch dates of key nominations in Q2 and Q3
of 2026;

 

2    Accounting policies (continued)

 

Going concern (continued)

 

·      The impact of reciprocal tariffs on products ultimately supplied
to the US will be passed to  customers;

·      The potential impact of the current Ukraine and Iran wars have
been considered on the cost base of the business, though the directors note
that the main supply base is in UK, Europe and China. Some logistical impact
is anticipated but the impact is not forecast to be significant.

·      As activity increases recruitment of new staff continues in line
with the new projects forecasts however we are continually looking at ways to
improve efficiencies;

·      Utilisation of the CID facility is maintained at c.75% of the
sales ledger at any point in time. We currently have an agreed facility of
85%;

·      Further external funding, over and above the current facilities
available to the group, is not required throughout the forecast period to
support the above activities.

 

The Directors have delivered an improved end to the 2025 year and the launch
of the new projects will improve the forecasts and this in turn means that our
finances start to improve as the new projects launch into serial production.
The Group continues to monitor cash headroom in our existing forecasts. As
such, and should activity levels fall below those summarised above, the
Directors have made some of the following assumptions and could take further
mitigating actions if required;

·      Delaying new staff recruitment if sales are slower than
expected;

·      Further overhead reduction programmes if activity levels reduce;
and

·      An ability to draw further against the existing CID facility,
which can provide further liquidity of up to 85% of debtors below £1.5m.

 

Notwithstanding the above, the Directors remain optimistic of securing
additional resources to fund in particular the ramp up in sales in the latter
half of 2026 from nominations already won and announced. These resources may
include funding from the Government's Export Credit Guarantee Scheme, and/or
from other grants one of which has started and another we are planning on
progressing in the coming months. The Directors consider that the prospects
from such opportunities will improve as we move towards being profitable in
2026.

 

Based on the above assessment of a range of reasonably possible scenarios,
including the risks and uncertainties of the current forecast and the
associated mitigations available to manage those risks, the Directors continue
to adopt the going concern basis in preparing the financial statements.

 

Standards, amendments and interpretations in issue but not yet effective

Certain new standards, amendments and interpretations to existing standards
have been published that are mandatory for accounting periods beginning on or
after 1 January 2025 and which the Group has chosen not to adopt early. These
include the following standards which may be relevant to the Group:

- Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and
Measurement of Financial Instruments made to address diversity in accounting
practice by clarifying requirements in two specific areas:

• classification of financial assets with environmental, social and
corporate governance (ESG) and similar features; and

• timing of derecognition of financial liabilities settled through
electronic payment systems

 

2  Accounting policies (continued)

- IFRS 18 Presentation and Disclosure in Financial Statements mandatory for
periods commencing 1 January 2027. IFRS 18 introduces three key new
requirements:

• specified categories and defined subtotals in the statement of profit or
loss;

• improved principles for aggregation and disaggregation of information; and

• disclosures about management-defined performance measures

As a result of initial review of the new standards, interpretations and
amendments which are not yet effective in these financial statements, none are
expected to have a material effect on measurement or presentation of amounts
in the Company or Group's future financial statements.

Use of estimates and judgements

 

The preparation of the financial statements in conformity with IFRS requires
management to make judgments, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on historical
experience, as well as expectations of future events and various other factors
that are believed to be reasonable under the circumstances, the results of
which form the basis of making the judgments about carrying values of assets
and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods. The estimates and judgements
that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed
below.

 

Right-of-use assets

 

Judgement

The application of IFRS 16 involves an estimation of the appropriate
incremental borrowing rate and judgement of the relevant lease period. The
rate is reviewed in conjunction with the rates on similar borrowings and a
judgement has been made where there are break options by reference to business
plans and the most likely outcome.

 

Property, plant and equipment

 

Estimation

Property, plant and equipment as set out in note 13 is depreciated over the
estimated useful lives of the assets. Useful lives are based on management's
estimates of the period that the assets will generate revenue, which are
reviewed annually for continued appropriateness and events which may cause the
estimate to be revised.

 

Impairment of investment

 

Estimation

Investments are tested for impairment in accordance with IAS 36 'Impairment of
Assets'. Investments have separately identifiable cashflows. Key inputs into
the estimation uncertainty are the discount rates reflecting the asset
specific risks and the future cashflows from the investment. Carrying values
of the investment can be seen in note 14. A discounted cashflow model shows a
recoverable value with headroom of £38,402,000 above the investment amount.
The key assumptions within this model are the Directors assessment of future
cash flows (as summarised in "Going Concern" above), plus the future delivery
of the current nominations, a Weighted Average Cost of Capital of 10.8% and a
Growth Rate of 1.0%. Sensitivities have been applied to this amount, with a
0.1% increase in the discount rate reducing the headroom by £604,000 and a
£25,000 reduction in final year cashflows from the investment reducing the
headroom by £169,000.

 

2  Accounting policies (continued)

 

Expected credit losses on intercompany receivables

 

Estimation

The intercompany receivable balance has been assessed for expected credit
losses in accordance with IFRS 9 'Financial Instruments'. The receivable
relates to a loan amount with no conditions attached, it is therefore assumed
to be repayable on demand with no interest charged. However the commercial
plan for repayment of the loan is for Strip Tinning Limited to start to repay
the loan once it becomes cash generative. The recoverability has been assessed
on the basis of the future cashflows of Strip Tinning Limited as summarised in
"Going Concern" above, plus the future delivery of current nominations.
Therefore the key input into the estimate are the future cashflows of Strip
Tinning Limited. Discounting has not been considered as an estimate as the
loan is interest free and repayable on demand. To estimate these future
cashflows management have used their base case model, which external investors
have relied on, which estimates that Strip Tinning Limited would be able to
repay the balance in full by 2030, the key assumptions within this model are a
Weighted Average Cost of Capital of 10.8% and a Growth Rate of 1.0%.  To
apply a sensitivity to this a model with identical inputs to the discounted
cashflows model used for the impairment assessment of the investment in Strip
Tinning Limited under IAS 36 has been used.

 

The model estimates that Strip Tinning Limited will be able to repay the
balance in full by 2036, under an extreme sensitivity applied, assuming no new
contracts were won going forward (so that revenues were solely from existing
contracted work) versus the management base case model. Under both scenarios
Strip Tinning Holdings plc would be willing to allow the loan to be paid over
this period, and so it is concluded that no expected credit loss need be
recognised.

 

Intangible assets

 

Judgement

The capitalisation of development costs is subject to a degree of judgement in
respect of the point when the commercial viability of new technology and
know-how is reached, supported by the results of testing and customer trials.
The carrying values are shown in note 11. Once the trigger point is reached
costs that can be reliably measured and directly relate to the development of
relevant projects are capitalised. These include payroll costs, third party
invoices for subcontract cost and materials cost in excess of the bill of
materials.

 

Estimation

Capitalisation criteria in respect of financial recoverability involves
estimated forecasts of future sales and margins with assumptions based on
experience and trends when they are prepared which may change over time. The
group has performed a sensitivity analysis and noted that a reasonable change

in the underlying significant assumptions is not expected to result in an
impairment of an intangible asset.

 

Amortisation commences once management consider that the asset is available
for use, i.e. when it is judged to be in the location and condition necessary
for it to be capable of operating in the manner intended by management and the
cost is amortised over the estimated five to eight year useful life of the
know-how based on experience of and future expected customer product cycles
and lives.

 

Inventory

 

Judgement

The calculation of net realisable value provisions against inventory requires,
in particular, an assessment of whether materials or components can be
utilised in future production. Management identify stock for provision based
on a combination of the past 12-month usage and the forecast next 12 month
usage of the item code.

2  Accounting policies (continued)

 

Inventory (continued)

 

Estimation

Stock which is identified as having more than one year's usage in stock is
provided for on a sliding scale of 20%-90%. This has resulted in new
provisions of £83,000 being made in the year, this stock has not been
physically written off or scrapped, however its net realisable value has been
provided against to reflect its likely future use in the business. A
sensitivity is applied to provide 100% for all stock with more than one year's
usage in stock, this would increase the provision applied by £80,000, however
management believe that this stock does have some residual value and
alternative usages, so the sliding scale is more appropriate.

 

Deferred taxation

 

Judgement

The recognition of deferred tax assets involves the assessment of forecasts in
respect of future results and taxable profits and judgement as to the
likelihood that these will be achieved and realise the assets.

 

Convertible Loan Notes

 

Judgement & Estimation

As part of the fundraising completed in January 2024, the Group issued a
convertible loan note. In accordance with IFRS 9, the instrument has been
split into two components:

·      A financial liability measured at amortised cost, representing
the host debt contract; and

·      A derivative financial liability measured at fair value through
profit or loss, reflecting the embedded conversion option.

The valuation of the derivative component requires the use of significant
judgement and estimation, both at initial recognition and at each subsequent
reporting date. The fair value of the conversion feature has been determined
using a Monte Carlo simulation model, which reflects the option's dependence
on the underlying share price at the date of conversion. During the year, the
Group refined the presentation of the Monte Carlo outputs by applying a 1% /
99% percentile collar to reduce the impact of extreme tail outcomes within the
simulated distribution. We also added an exit probability of 10 % to enhance
the model. The inclusion of the exit probability would reduce the derivative
liability by approximately £100,000 and the collar inclusion has reduced the
valuation by approximately £300,000. These changes do not change the
underlying valuation methodology but affects the statistical distribution of
simulated outcomes.

 

Key assumptions used in the valuation model include the risk-free rate, share
price volatility, and dividend yield:

·      The risk-free rate applied at both initial recognition and at 31
December 2025 was 4%, based on the Bank of England base rate at the time. A
0.5% increase or decrease in the risk-free rate would result in a
corresponding increase or decrease in the derivative liability of
approximately £11,000.

·      Volatility was estimated at 77.6% as at 31 December 2025, based
on the historical share price performance of the Company. A 5% increase in
volatility would result in an increase in the derivative liability of
approximately £99,000, while a 5% decrease would reduce the liability by
approximately £80,000.

·      The dividend yield was estimated at 0%, reflecting the Company's
retained losses and the expectation that no dividends will be paid in the
foreseeable future.

 

 

 

2  Accounting policies (continued)

 

Basis of consolidation

 

The Company was incorporated on 6 January 2022 with one £0.01 ordinary share
and on 2 February 2022, became the Group parent Company when it issued
9,999,999 £0.01 ordinary shares in exchange for all the ordinary shares in
Strip Tinning Limited. In addition, options over ordinary shares in Strip
Tinning Limited were converted, on equivalent terms, to options over 813,045
shares in the Company. This is considered not to be a business combination and
outside the scope of IFRS3 Business Combinations. This is a key judgement and,
as a transaction where there was no change in

the shareholders or holdings, is accordingly accounted for using merger
accounting with no change in the book values of assets and liabilities with no
fair value accounting applied.

 

The consolidated financial statements present the results of the Company and
its subsidiary as if they have always formed a single group. Intercompany
transactions and balances between Group companies are therefore eliminated in
full. The share capital presented is that of Strip Tinning Holdings

plc from the date of the capital reorganisation in 2022 with the difference on
elimination of Strip Tinning Limited's capital being shown as a merger
reserve.

 

The consolidated statement of comprehensive income reflects the consolidated
results for the full comparative financial year ended 31 December 2022,
inclusive of the results of the newly incorporated parent entity, plc, from 6
January 2022 onwards.

 

A subsidiary is an entity over which the Group has control. The Group controls
an entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity.

 

Revenue

 

Revenue principally comprises income from the sale of automotive glazing
components comprising busbar, ancillary connectors and flexible printed
circuits (FPC) together with a small degree of product tooling purchased by
customers and represents the amount receivable for the sale of these component
products or tooling, excluding VAT and trade discounts.

 

There are framework agreements with major customers including pricing per
component and purchase orders are then received from customers for each
delivery. Revenue is recognised to the extent that the performance
obligations, being the agreement to transfer the product meeting the technical
specifications is satisfied, which is when the customer obtains control of the
product or of the tooling and is able to benefit from or direct the use of the
product. This recognition occurs at a point in time, for tooling projects and
all goods sales. The transfer takes place in accordance with the terms agreed
with each customer, either at the point in time the goods are despatched to or
received by the customer. Product is tested before dispatch, but any product
returned by the customer as faulty is treated as a reduction in revenue. Any
tooling revenue is recognised in full once the tooling project is complete and
in use to make parts for the customer. This type of tooling built specifically
for a customer project is retained physically by Strip Tinning under ownership
of the customer once revenue has been recognised. This is separate and
distinct to tooling which Strip Tinning has purchased and retains ownership of
as not funded by the customer, which is shown in Property, Plant and
Equipment.

 

When an amount has been invoiced or payment received in advance of the
associated performance obligations being fulfilled, any amounts due are
recognised as trade receivables and deferred income is recorded for the sales
value of the performance obligations that have not been provided.

 

 

 

 

2  Accounting policies (continued)

 

Grants

 

Income based grants

Income based grants are recognised in other operating income based on the
specific terms related to them as follows:

·      A grant is recognised in other operating income when the grant
proceeds are received (or receivable) provided that the terms of the grant do
not impose future performance-related conditions.

·      If the terms of a grant impose performance-related conditions
including incurring related expenditure, then the grant is only recognised in
income as the related performance conditions are met.

·      Any grants that are received before the revenue recognition
criteria are met are recognised in the statement of financial position as an
other creditor within liabilities.

 

Capital grants

Grants received relating to tangible and intangible fixed assets are treated
as deferred income and released to the income statement over the expected
useful lives of the assets concerned.

 

Employee benefits

 

The Group operates a defined contribution pension scheme. Contributions are
recognised in the statement of comprehensive income in the year in which they
become payable in accordance with the rules of the scheme.

 

Share based payment

The Company operates an equity-settled share-based compensation plan in which
the Group receives services from employees as consideration for share options.
The fair value is established at the point of grant using an appropriate
pricing model and then the cost is recognised as an expense in administrative
expenses in the statement of comprehensive income, together with a
corresponding increase directly in equity over the period in which the
services are fulfilled. This is the estimated period to vesting in respect of
employees. The cumulative expense recognised for equity-settled transactions
at each reporting date until vesting date reflects the extent to which the
vesting period has expired and the Group's best estimate of the number of
equity instruments that will ultimately vest.

Deferred tax credits in respect of the potential future tax deduction from
exercise of options are initially included in the tax in the statement of
comprehensive income. To the extent the potential corporate tax deduction
exceeds the share-based payment charges, the deferred tax is taken directly to
retained earnings in equity in accordance with IAS12.

 

Income tax

Current income tax assets and/or liabilities comprise obligations to, or
claims from, fiscal authorities relating to the current or prior reporting
periods, that are unpaid/due at the reporting date. Current tax is payable on
taxable profits, which may differ from profit or loss in the financial
statements. Calculation of current tax is based on the tax rates and tax laws
that have been enacted or substantively enacted at the reporting period.
Deferred taxes are calculated using the liability method on temporary
differences between the carrying amounts of assets and liabilities and their
tax bases. A deferred tax asset is recognised for all deductible temporary
differences to the extent that it is probable that taxable profit will be
available against which the deductible temporary difference can be utilised,
unless the deferred tax asset arises from the initial recognition of an asset
or liability in a transaction that is not a business combination and at the
time of the transaction, affects neither accounting profit nor taxable profit
(tax loss).

2  Accounting policies (continued)

Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply to the period when the asset is realised or the liability is
settled, based on tax rates and tax laws that have been enacted or
substantively enacted by the end of the reporting period.

 

Computer software

Computer software assets are capitalised at the cost of acquiring and bringing
into use the software. Subsequent to initial recognition it is stated at cost
less accumulated amortisation and accumulated impairment. Software is
amortised on a straight-line basis over its estimated useful life of two to
ten years. Amortisation on all intangible assets is recognised in
administrative expenses in the Statement of Comprehensive Income.

 

Research and development costs

An internally generated intangible asset arising from development (or the
development phase) of an internal project to improve the efficiency, design or
capability of the Group's product range is recognised if, and only if, all of
the following have been demonstrated:

 

·      It is technically feasible to complete the development such that
it will be available for use, sale or licence.

·      There is an intention to complete the development;

·      There is an ability to use, sell or licence the resultant asset;

·      The method by which probable future economic benefits will be
generated is known;

·      There are adequate technical, financial and other resources
required to complete the development; and

·      There are reliable measures that can identify the expenditure
directly attributable to the project during its development.

The amount recognised is the expenditure incurred from the date when the
project first meets the recognition criteria listed above.  Expenses
capitalised consist of employee costs incurred on development, direct costs
including material or testing and an apportionment of appropriate overheads.

Where the above criteria are not met, research and development expenditure is
charged to the income statement in the period in which it is incurred.

Capitalised development costs are initially measured at cost. After initial
recognition, they are recognised at cost less any accumulated amortisation and
any accumulated impairment losses.

The depreciable amount of a development cost intangible asset with a finite
useful life is amortised on a straight-line basis over its useful life,
currently expected to range from five to eight years. Amortisation begins when
the asset is available for use, i.e. when it is in the location and condition
necessary for it to be capable of operating in the manner intended by
management.

The amortisation period and the amortisation method for the assets with a
finite useful life is reviewed at least each financial year-end. If the
expected useful life of the asset is different from previous estimates, the
amortisation period is changed accordingly.

 

Patent costs

Patent cost assets are initially measured at cost. After initial recognition,
they are recognised at cost less any accumulated amortisation and any
accumulated impairment losses. The costs are amortised over a five-year
estimated useful life.

 

 

2  Accounting policies (continued)
 

Property plant and equipment

 

Property, plant and equipment is recognised as an asset only if it is probable
that future economic benefits associated with the item will flow to the Group
and the cost of the item can be measured reliably. An item of property, plant
and equipment that qualifies for recognition as an asset is measured at its
cost. Cost of an item of property, plant and equipment comprises the purchase
price and any costs directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the
manner intended by management.

 

After recognition, all property, plant and equipment (including plant,
computer equipment and fixtures) is carried at cost less any accumulated
depreciation and any accumulated impairment losses. Depreciation is provided
at rates calculated to write down the cost of assets, less estimated residual
value, over their expected useful lives on the following basis:

 

Leasehold improvements
straight line over life of lease

Plant and machinery
          2-15 year straight line

Office equipment
          2 year straight line

Tooling
                    5 year straight line

 

The residual value and the useful life of an asset is reviewed at least at
each financial year-end and if expectations differ from previous estimates,
the changes are accounted for as a change in an accounting estimate in
accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors. Gains or losses arising on the disposal of property, plant and
equipment are determined as the difference between the disposal proceeds and
the carrying value of the asset and are recognised in profit or loss.

 

Right-of-use assets and lease liabilities

 

Assets and liabilities arising from a lease with a duration of more than one
year are initially measured at the present value of the lease payments and
payments to be made under reasonably certain extension options are also
included in the measurement of the liability. The lease payments including

any expected dilapidation payments are discounted using the interest rate
implicit in the lease or the incremental borrowing rate that the individual
lessee would have to pay to borrow the funds necessary to obtain an asset of
similar value to the right-of-use asset in a similar economic environment with
similar terms, security and conditions.

 

Lease payments are allocated between repayments of the discounted liability,
presented as a separate category within liabilities, and the lease liability
finance charges. The finance cost is charged to profit or loss over the lease
period so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period. Right-of-use assets are measured at
cost comprising the amount of the initial measurement of lease liability, any
lease payments made at or before the commencement date less any lease
incentives received and any initial direct costs and are presented as a
separate category within tangible fixed assets.

Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.

Any payments associated with short-term leases of equipment and all leases of
low-value assets would be recognised on a straight-line basis as an expense in
profit or loss. Short-term leases are leases with a lease term of 12 months or
less. There have been no significant short lease costs in the reporting
period. Associated costs of all leases, such as maintenance, service charges
and insurance, are expensed as incurred.

 

2  Accounting policies (continued)

 

Impairment of intangible assets, right-of-use assets and property, plant and
equipment

For impairment assessment purposes, assets are grouped at the lowest levels
for which there are largely independent cash flows. As a result, some assets
are tested individually for impairment and some are tested at the overall
Group level. For the purpose of impairment testing, assets that cannot be
tested individually are grouped together into the smallest group of assets
that generates cash flows from continuing use that are largely independent of
the cash flows of other assets or groups of assets (the "cash-generating
unit").

All individual assets or cash-generating units are reviewed for indicators of
impairment at the end of each period and tested for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be
recoverable.

An asset or cash-generating unit is impaired when its carrying amount exceed
its recoverable amount. The recoverable amount is measured as the higher of
fair value less cost of disposal and value in use. The value in use is
calculated as being net projected cash flows based on financial forecasts
discounted back to present value. The impairment loss is allocated to reduce
the carrying amount of the asset pro-rata on the basis of the carrying amount
of each asset in the unit. Non-financial assets that suffered an impairment
are reviewed for a possible reversal of the impairment at the end of each
reporting period. An impairment loss is reversed if the asset's or
cash-generating unit's recoverable amount exceeds its carrying amount.

 

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of
cost and net realisable value.  Cost comprises all costs of purchase of raw
materials or bought in manufacturing components on a first in first out basis,
costs of conversion and an appropriate proportion of fixed and variable
overheads incurred in bringing the finished goods inventories to their present
location and condition. Net realisable value represents the estimated selling
price less costs to complete and sell. Where necessary, provision is made to
reduce cost to no more than net realisable value having regard to the nature
and condition of inventory, as well as its anticipated utilisation and
saleability.

 

Financial instruments

 

Financial assets

Financial assets are recognised in the statement of financial position when,
and only when, the Group becomes a party to the contractual provisions of the
instrument and are classified based upon the purpose for which the asset was
acquired. The Group's business model is to hold all assets recognised within
these financial statements to collect the cash flows.

Financial assets are initially recognised at fair value, which is usually the
cost, plus directly attributable transaction costs. These comprise trade and
other receivables and cash and cash equivalents. Financial assets are
subsequently measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial.

The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss ('ECL') provision for trade
receivables.  The Group measures loss allowances at an amount equal to
lifetime ECL, which is estimated using past experience of the historical
credit losses experienced over the three-year period prior to the period end.
Historical loss rates are then adjusted for current and forward-looking
information on macroeconomic factors affecting the Group's customers, such as
inflation rates. The gross carrying amount of a financial asset is written off
(either partially or in full) to the extent that there is no realistic
prospect of recovery.

 

2  Accounting policies (continued)

Amounts owed by group undertakings are unsecured, interest free and have no
fixed repayment date. Management do not intend to recall these balances within
twelve months. Expected credit losses on these balances are assessed
differently to trade receivables, with an impairment assessment being carried
out on the balance as outlined in the Critical Judgements and Estimates
section above.

The Group recognises loss allowances for expected credit losses (ECLs) on
financial assets measured at amortised cost. A financial asset is derecognised
when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and all substantial risks and reward are
transferred.

 

Financial liabilities

Financial liabilities include loans, hire purchase borrowings, lease
liabilities, trade and other payables. Financial liabilities are obligations
to pay cash or other financial assets and are recognised in the statement of
financial position when, and only when, the Group becomes a party to the
contractual provisions of the instrument.

Trade and other payables are initially recognised at fair value and
subsequently carried at amortised cost using the effective interest method.
Loans and hire purchase borrowings are initially recognised at fair value net
of any transaction costs directly attributable to the issue of the instrument
and subsequently carried at amortised cost using the effective interest
method. Discounting is omitted where the effect of discounting is immaterial.

A financial liability is derecognised only when the contractual obligation is
extinguished, that is, when the obligation is discharged, cancelled or
expires.

 

The Group utilises hire purchase asset backed finance to fund tangible fixed
assets, drawing down finance against individual assets or bundles of assets,
which may directly finance the asset purchase or be drawn down
retrospectively. The related asset is recognised and measured in accordance
with the tangible fixed asset policy with initial cost being the fair value of
the asset. A corresponding hire purchase liability is recognised in respect of
the capital repayments to be made. These interest-bearing liabilities are then
measured at amortised cost with the interest, under the effective interest
method, expensed over the repayment period at a constant rate.

 

In respect of convertible loan notes where there is an option to exchange loan
notes for equity shares, the value of the conversion rights is recognised as a
derivative fair value liability within non-current liabilities. This is valued
at each balance sheet date using an appropriate option pricing model and was a
£601,000 liability on the date of issue of the convertible loan. The balance
of the net proceeds

received is recognised as the initial loan note liability on issue and
together with subsequent financing charges is shown within borrowings in
non-current liabilities.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together
with other short term, highly liquid investments that are readily convertible
into known amounts of cash and are subject to an insignificant risk of changes
in value.

 

Foreign currencies

Transactions entered into by the Group in a currency other than the functional
currency of sterling are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the reporting date. Exchange differences arising on the
retranslation of unsettled monetary assets and liabilities are recognised
immediately in the income statement in administrative expenses.

 

2  Accounting policies (continued)

 

Provisions

Provisions are recognised when the Group has a present legal or constructive
obligation as a result of past events, it is probable that an economic outflow
will occur and a reliable estimate can be made including any additional
evidence from post period end events.  Where the timing of the estimate
represents a relatively certain amount it is provided for within accruals.

 

Equity and reserves

Share capital represents the nominal value of shares that have been issued.
Share premium represents the excess consideration received over the nominal
value of share capital upon the sale of shares, less any incidental costs of
issue. The company's merger reserve arises from the fair value attributed to
the shares issued in exchange for the subsidiary's shares as no share premium
account is recognised under Companies Act merger relief. On consolidation a
merger reserve arises as a result of the difference between the nominal value
of the parent company shares issued in exchange for subsidiary shares and the
nominal value of those subsidiary shares.

 

Retained earnings include all current and prior period retained profits.

Presentation of non-statutory measures

 

The Group classifies certain one-off charges or credits that have a material
impact on the financial results but are not related to the core underlying
trading as 'exceptional' or 'non-recurring' items. These are disclosed
separately in note 6 and adjusted results to provide further understanding of
the financial performance of the Group.

 

3  Segmental reporting
 

IFRS 8, Operating Segments, requires operating segments to be identified on
the basis of internal reports that are regularly reviewed by the Group's chief
operating decision maker. The chief operating decision maker is considered to
be the Executive Directors.

 

The operating segments are monitored by the chief operating decision maker and
strategic decisions are made on the basis of adjusted segment operating
results. All assets, liabilities and revenues are located in, or derived in,
the United Kingdom. The Group has commenced the development and sales of
specialised connectors for electric vehicle battery systems (the EV segment)
which are expected to grow to be a material segment. Separate management
reporting and information is prepared at a revenue and gross profit level only
for a Glazing segment (sale of specialist automotive busbar and electrical
connectors typically housed in vehicle glazing) and EV as follows:

                              Glazing  EV      Total
 Year ended 31 December 2025  £'000    £'000   £'000

 Revenue                      6,508    2,084   8,592
 Cost of sales                (4,432)  (687)   (5,119)
 Gross profit                 2,076    1,397   3,473
 Other operating income                        276
 Administrative expenses                       (6,021)
 Net finance expense                           (2)
 Taxation                                      167
 Loss for the year                             (2,107)

 

 

 

3  Segmental reporting (continued)

 

 

                              Glazing  EV      Total
 Year ended 31 December 2024  £'000    £'000   £'000

 Revenue                      8,063    964     9,027
 Cost of sales                (5,415)  (623)   (6,038)
 Gross profit                 2,648    341     2,989
 Other operating income                        230
 Administrative expenses                       (6,616)
 Finance expense                               (1,489)
 Taxation                                      186
 Loss for the year                             (4,700)

 

 

Turnover with the largest customers (including customer groups) representing
in excess of 10% of total revenue in the year for 3 customers (2024: 3
customers) has been as follows:

                 Year ended 31     December   2025          Year ended 31 December 2024
                 £'000                                      £'000
 Customer A      1,325                                      1,537
 Customer B      857                                        998
 Customer C      823                                        974

 

All revenue arises at a point in time and relates to the sale of automotive
busbar, ancillary connectors and flexible printed circuit (FPC) product.
Turnover by geographical destination is as follows:

 

                        Year ended 31     December   2025          Year ended 31 December 2024
                        £'000                                      £'000
 UK                     979                                        904
 Rest of Europe         3,732                                      4,721
 Rest of the World      3,881                                      3,402
                        8,592                                      9,027

 

 

4  Other operating income

 

The operating loss is stated after charging/(crediting):

                                                                         Year ended 31 December 2025   Year ended 31 December 2024

                                                                        £'000                          £'000
 Other operating income comprising:
   Amortisation of deferred government capital grant income             (11)                           (26)
   Government revenue grant income in respect of development            (31)                           (136)
   Income relating to claim settlement with a customer                  -                              (68)
   Research and Development Expenditure Credit ('RDEC')   (-)  (68)     (234)                          -

   income

(234)

-

 

In 2022, a major government grant was awarded to the group to reimburse
employment, depreciation, subcontract and other revenue costs related to the
scale up of its Battery Technologies production line and process.

 

5  Operating loss

 

 The operating loss is stated after charging/(crediting):            Year ended 31 December 2025          Year ended 31 December 2024

                                                            £'000                                         £'000
 Amortisation of intangible assets                          280                                           178
 Depreciation of property, plant and equipment              655                                           739
 Depreciation of right-of-use assets                        216                                           217
 Cost of inventory sold                                     2,715                                         3,739
 Research and development expenditure expensed in the year  1,171                                         1,000
 Foreign exchange (gains) / losses                          (1)                                           93

 Exceptional or non-recurring costs
    Restructuring related staff costs                       35                                            88
    Convertible loan fees                                   -                                             53
    Aborted fund raise legal fees                           97                                            -

 Auditor's remuneration
 For audit                                                  78                                            73
 Additional fees for prior year audit                       8                                             -

 

 

6  Adjusted EBITDA

 

In reporting financial information, the Group presents an alternative
performance measure (APM), which is not defined or specified under the
requirements of IFRS. The Group believes that this APM provides understanding
to the users of the financial statements to allow for further assessment of
the underlying performance of the Group. The Group's primary results measure,
which is considered by the directors of the Group to represent the underlying
and continuing performance of the Group, is adjusted EBITDA as set out below,
in which earnings are stated before net finance income, tax, amortisation and
depreciation and non-recurring items.

 

                                       Year ended 31 December 2025    Year ended 31 December 2024
                                       £'000                          £'000
 Operating loss                        (2,272)                        (3,397)
 Depreciation                          871                            956
 Loss on disposal of fixed assets      45                             -
 Amortisation and impairment           280                            178
 EBITDA                                (1,075)                        (2,263)
 Foreign exchange                      (1)                            93
 Share based payments                  173                            97
 R&D tax credit fees                   278                            -
 Non-recurring staff redundancy costs  35                             88
 Convertible loan fees                 -                              53
 Aborted fund raise legal fees         97                             -
 Adjusted EBITDA                       (492)                          (1,932)

 

 

7  Staff and key management
                                                      Year ended 31 December 2025    Year ended 31 December 2024

 Average monthly number of employees
                                                      Number                         Number

 Management                                           15                             16
 Engineering, administration and support              19                             25
 Production, quality and distribution                 63                             77
                                                      97                             118

 Payroll costs                                        £'000                          £'000
 Gross salaries                                       3,683                          4,495
 Social security costs                                451                            464
 Share based payment (note 25)                        173                            97
 Contributions to money purchase pension schemes      278                            315
                                                      4,585                          5,371

 

 

7  Staff and key management (continued)

 

In view of the size and nature of the Group, the Key Management Personnel in
the period is considered to comprise only the directors of the parent and
subsidiary companies. The Company Directors' remuneration was as follows:

 

 Year ended 31 December 2025  Salary    Bonus   Benefits in kind    Share based payment    Pension    Total
                              £'000     £'000   £'000               £'000                  £'000      £'000
 R W Barton                   38        -       10                  -                      -          48
 P George                     31        -       -                   -                      -          31
 K Edwards                    148       -       1                    32                    11         192
 A D Robson                   54        -       7                   5                      -          66
 M Taylor                     23        -       -                   -                      -          23
 M Perrins                    190       -       5                   74                     16         285
                              484       -       23                  111                    27              645

 

 Year ended 31 December 2024  Salary    Bonus   Benefits in kind    Share based payment    Pension    Total
                              £'000     £'000   £'000               £'000                  £'000      £'000
 R W Barton                   97        -       11                  -                      -          108
 P George                     40        -       -                   -                      -          40
 A Le Van                     86        -       4                   -                      6          96
 K Edwards                    63        15      -                    5                     4          87
 A D Robson                   130       26      7                   30                     -          193
 M Taylor                     40        -       -                   -                      -          40
 M Perrins                    192       36      3                   11                     11         253
                              648       77      25                  46                     21              817

 

 

Retirement benefits were accruing to three directors in respect of defined
contribution schemes (2024: three).

 

Key management remuneration was £645,000 (2024: £817,000) including £27,000
of pension contributions (2024: £21,000).

 

The highest paid director received remuneration of £285,000 (2024: £253,000)
including pension contributions of £16,000 (2024: £11,000).

 

8  Finance income and expense
                                                    Year ended 31 December 2025    Year ended 31 December 2024
                                                    £'000                          £'000
 Finance income
 Bank interest receivable                           1                              71

 Finance expense
 Interest payable on hire purchase obligations      114                            98
 Bank interest payable                              74                             49
 Convertible loan note interest (rolled up)         500                            438
 Unwinding of discount on provisions                13                             12
 Lease liability finance charges                    88                             58
                                                    789                            655

 

 

9  Income tax
 
                                            Year ended 31 December 2025           Year ended 31 December 2024
                                            £'000                                 £'000
 Current tax:
 UK corporation tax                         -                                     (186)
 Adjustment for prior periods               (167)                                 -
 Total tax credit                           (167)                                 (186)

The tax rate used for the reconciliation is the average corporate tax rate of
25% (2024: 25%) payable by corporate entities in the UK on taxable profits
under UK tax law. The group R&D expenditure now falls into the merged RDEC
scheme with any credit recognised in other income.

 

The credit for the year can be reconciled to the loss for the year as follows:

 

                                                       Year ended 31 December 2025    Year ended 31 December 2024
                                                       £'000                          £'000

 Loss before taxation                                  (2,274)                        (4,886)

 Income tax calculated at 25% (2024: 25%)              (568)                          (1,222)
 Expenses not deductible                               (8)                            350
 Enhanced research and development allowances          (293)                          (215)
 Surrender of losses for R&D credit                    313                            279
 Differing deferred and corporate tax rates            -                              -
 Deferred tax not recognised in respect of losses      359                            701
 Gain on derivative not taxable                        197                            (79)
 Adjustment for prior periods                          (167)                          -
 Total tax credit                                      (167)                          (186)

 

 

 

 

10         Earnings per share

 

                                                           Year ended 31 December 2025    Year ended 31 December 2024

 Loss used in calculating earnings per share (£'000)       (2,107)                        (4,700)
 Weighted average number of shares ('000)                  18,225                         18,119
 Basic and diluted loss per share (pence)                  (11.6)                         (25.9)

 

Earnings per share has been calculated based on the share capital of the
parent company. There are options in place over 3,345,019 (2024: 1,697,741)
shares that were anti-dilutive at the year end but which may dilute future
earnings per share. In 2024 the Group completed a fundraise in part equity
part convertible loan notes which resulted in an issue of 2,765,375 ordinary
shares. The £4,000,000 convertible loan note issued would convert into
10,000,000 shares at 40 pence per share.

 

11         Intangible assets

 

 

                           Development costs  Patents                      Computer   Total

   Group                   £'000                                           Software

                                              £'000                        £'000      £'000
 Cost
 At 1 January 2024         1,954              148                          574        2,676
 Additions                 695                -                            70         765
 At 31 December 2024       2,649              148                          644        3,441
 Additions                 692                -                            11         703
 At 31 December 2025       3,341              148                          655        4,144
 Accumulated amortisation
 At 1 January 2024         803                140                          90         1,033
 Charge for the year       173                4                            1          178
 At 31 December 2024       976                144                          91         1,211
 Charge for the year       173                3                            104        280
 At 31 December 2025       1,149              147                          195        1,491
 Net book amount
 At 31 December 2025       2,192              1                            460        2,653
 At 31 December 2024       1,673              4                            553        2,230

 

The Group has a programme of research and development projects to improve the
efficiency and functionality of its products. Capitalised development costs
relate to the projects evaluated as viable and where the successful
developments are being applied and contributing to revenue.

 

Included within the carrying amount of the above, are assets held under hire
purchase agreements of £128,000 (2024: £144,000) relating to software.
Amortisation charged on these assets in the year amounted to £16,000 (2024:
£16,000).

 

 

12         Right-of-use assets
 

 

                           Property leasehold             Plant and machinery  Total

   Group                    assets                         assets

                                                          £'000

                           £'000

                                                                               £'000
 Cost
 At 1 January 2024         1,868                          221                  2,089
 Disposals                 -                              (65)                 (65)
 At 31 December 2024       1,868                          156                  2,024
 Additions                 146                            8                    154
 Disposals                 -                              (6)                  (6)
 At 31 December 2025       2,014                          158                  2,172
 Accumulated depreciation
 At 1 January 2024         928                            71                   999
 Charge for the year       173                            44                   217
 Disposals                                                (65)                 (65)
 At 31 December 2024       1,101                          50                   1,151
 Charge for the year       257                            42                   299
 Disposals                 -                              (6)                  (6)
 At 31 December 2025       1,358                          86                   1,444
 Net book amount
 At 31 December 2025       656                            72                   728
 At 31 December 2024       767                            106                  873

 

The financing charges in respect of right-of-use assets are disclosed in note
8 and the lease liabilities in 19. Short term rentals are disclosed in note 5
with no low value leases in either year. Right-of-use assets and lease
liabilities relate principally to property leases. The Group leases its main
operating premises, typically on a ten year lease, subject to periodic rent
reviews and potential breaks, with the intention and assumption made in
measuring assets and liabilities that the full period will be utilised. Total
cash outflows in respect of leases were £223,000 for the year ended 31
December 2025 (2024: £259,000).

 

 

13         Property, plant and equipment
 

 

                           Leasehold improvements  Plant and machinery                      Tooling                      Office equipment  Total

 Group                     £000                    £'000                                                                 £'000

                                                                                            £'000

                                                                                                                                           £'000
 Cost
 At 1 January 2024         542                     6,377                                    1,234                        212               8,365
 Additions                 5                       812                                      63                           36                916
 At 31 December 2024       547                     7,189                                    1,297                        248               9,281
 Additions                 4                       326                                      21                           10                360
 Disposals                 -                       (631)                                    -                            (100)             (731)
 At 31 December 2025       551                     6,884                                    1,318                        158               8,911
 Accumulated depreciation
 At 1 January 2024         307                     4,239                                    1,114                        211               5,871
 Charge for the year       40                      547                                      113                          39                739
 At 31 December 2024       307                     4,239                                    1,114                        211               5,871
 Charge for the year       40                      509                                      74                           32                655
 Eliminated on disposals   -                       (585)                                    -                            (100)             (685)
 At 31 December 2025       347                     4,163                                    1,188                        143               5,841
 Net book amount
 At 31 December 2025       204                     2,721                                    130                          15                3,070
 At 31 December 2024       240                     2,950                                    183                          37                3,410

 

Included within the carrying amount of the above, are assets held under hire
purchase agreements of £1,590,000 (2024: £1,984,000) relating to plant and
machinery and £13,000 (2024: £11,000) relating to tooling. Depreciation
charged on these assets in the year amounted to £149,000 (2024: £383,000).

 

14         Investments
 
                                                                              Shares in group undertakings

 Company                                                                      £'000
 At 31 December 2024                                                          4,081
 Capital contribution to subsidiary in respect of employee share options      173
 At 31 December 2025                                                          4,254

 

The Company acquired all of the shares in Strip Tinning Limited by a share for
share exchange on 2 February 2022. Strip Tinning Limited is incorporated and
registered in England at Arden Business Park, Arden Road, Frankley Birmingham,
West Midlands, B45 0JA. It manufactures automotive busbar, ancillary
connectors and flexible printed circuits (FPC). A new, wholly owned
subsidiary, Strip Tinning Technologies Limited, with share capital of £0.01
and registered at the same address, has been incorporated in 2024 and has not
yet traded.

 

Capital contribution relates to the share based payment amounts that have been
allocated to employees of Strip Tinning Limited under share option agreements
(note 25).

 

15         Inventories
                                        31 December 2025  31   December

                                                          2024

 Group                                  £'000             £'000
 Raw materials and consumables          989               1,125
 Finished goods and goods for resale    83                185
                                        1,072             1,310

An inventory impairment loss of £83,000 (2024: £191,000) was recognised in
the year.

 

 

16         Trade and other receivables
 
                                     Group             Group             Company           Company
                                     31 December 2025  31 December 2024  31 December 2025  31 December 2024
 Current                             £'000             £'000             £'000             £'000
 Trade receivables                   1,551             1,819             -                 -
 Impairment provision                (39)              -                 -                 -
 Net trade receivables               1,512             1,819             -                 -
 Amounts owed by group undertakings  -                 -                 9,209             9,588
 Other receivables                   145               125               -                 -
 Prepayments                         409               199               11                10
                                     2,066             2,143             9,220             9,598

 

The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.

Amounts owed by group undertakings are unsecured, interest free and have no
fixed repayment date.

The impairment charge and movement in the expected credit loss provision
against trade receivables is as follows:

                                     2025       2024

                                     £'000      £'000

 At 1 January                        -          -
 Impairment charge for the year      39         9
 Debt written off                    -          (9)
 At 31 December                      39         -

 

Ageing of trade receivables past their due dates but not provided were:

                       Less than 30 days overdue           30 to 60  days overdue           More than 60 days overdue
                       £'000                               £'000                            £'000

 31 December 2024      266                                 1                                58
 31 December 2025      116                                 -                                -

The Directors consider the credit quality of trade and other receivables that
are neither past due nor impaired to be of good quality with the impairment
charges arising principally from one former customer.

 

 

17         Trade and other payables
 
                               Group             Group             Company           Company
                               31 December 2025  31 December 2024  31 December 2025  31 December 2024
 Current                       £'000             £'000             £'000             £'000
 Trade payables                924               694               55                -
 Other payables                99                156               -                 -
 Taxation and social security  105               114               -                 -
 Accruals                      498               399               108               107
 Deferred income               931               267               -                 -
                               2,557             1,630             163               107

 

18         Borrowings
 
                                     Group                                 Company
                                     31 December 2025   31 December 2024   31 December 2025  31 December 2024

 Current liabilities                 £'000             £'000               £'000             £'000
 Invoice discounting facility        668               356                 -                 -
 Loans                               74                81                  -                 -
 Asset-based borrowings              387               215                 -                 -
                                     1,129             652                 -                 -
 Non current liabilities
 Loans                               -                 74                  -                 -
 Convertible loan note liabilities   4,036             3,536               4,036             3,536
 Asset-based borrowings              636               884                 -                 -
                                     4,672             4,494               4,036             3,536
 Non current derivative liabilities
 Derivative fair value liability     720               1,506               720               1,506

 

Asset-based borrowings are secured by fixed charges over certain tangible
fixed assets and floating charges over other assets and undertakings of the
Group. All obligations fall due within five years. The total payments
including interest in respect of hire purchase liabilities are shown in note
20.

The invoice discounting facilities are secured by fixed and floating charges
over all other assets of the Group.

 

18         Borrowings (continued)

 

On 15 January 2024, the company received the £3,646,000 of proceeds, net of
issue costs and fees of a £4,000,000 convertible loan note from its
shareholders. The value of the conversion rights is recognised as a derivative
fair value liability within non-current liabilities. This is valued at each
balance sheet date using an appropriate option pricing model and was a
£601,000 liability on the date of issue of the convertible loan. The balance
of the net proceeds received was recognised as the initial loan note liability
on issue and together with subsequent financing charges is shown within
borrowings in non-current liabilities.  The £786,000 gain (2024: £905,000
loss) on revaluation reduced the derivative liability at 31 December 2025 to
£720,000 (2024 £1,506,000) is shown in the Statement of Comprehensive Income
below operating loss. The fair value of the derivative liability is directly
impacted by movements in the quoted share price and can therefore fluctuate
significantly. The annual coupon rate of the loan is 10% and the loan is
repayable 15 January 2029. The holders may convert the capital and accrued
interest to ordinary shares at the lower of 52 pence per share or the issue
price at the last fundraising round prior to conversion.

 

19         Lease liabilities

 

 

 Group                        31 December 2025   31 December 2024

                              £'000             £'000
 Current                      183               164

 Due in one to five years     630               680
 Due in more than five years  -                 92
 Non-current                  630               772

 

The total payments including interest in respect of lease liabilities are
shown in note 20.

 

20         Movements in total financing liabilities
 

 

 Group                               Borrowings  Lease liabilities  Total financing
                                     £'000       £'000              £'000
 At 1 January 2024                   1,771       1,137              2,908
 Cash movements:
 Lease liability payments            -           (201)              (201)
 Hire purchase finance advanced      475         -                  475
 Hire purchase payments              (426)       -                  (426)
 Invoice discounting finance repaid  (136)       -                  (136)
 Loan advanced                       4,000       -                  4,000
 Loan issue costs paid               (301)       -                  (301)
 Loan repayments                     (74)        -                  (74)
 Interest paid                       (147)       (58)               (205)
 Non-cash movements:
 Derivative liability movement       905         -                  905
 Interest accrued                    585         58                 643
 At 31 December 2024                 6,652       936                7,588
 Cash movements:
 Lease liability payments            -           (277)              (277)
 Hire purchase finance advanced      385         -                  385
 Hire purchase payments              (461)       -                  (461)
 Invoice discounting finance drawn   312         -                  312
 Loan repayments                     (81)        -                  (81)
 Interest paid                       (189)       (88)               (277)
 Non-cash movements:
 Derivative liability movement       (786)       -                  (786)
 New leases                          -           154                154
 Interest accrued                    689         88                 777
 At 31 December 2025                 6,521       813                7,334

 

21         Financial instruments and capital management

 

Risk management

 

The Board has overall responsibility for the determination of the Company and
the Group's risk management objectives and policies. The overall objective of
the Board is to set policies that seek to reduce risk as far as possible
without unduly affecting the Group's flexibility. All funding requirements and
financial risks are managed based on policies and procedures adopted by the
Board of Directors. The Group is exposed to financial risks in respect of
market including foreign exchange risk, credit and liquidity risks.

 

21         Financial instruments and capital management (continued)

Capital management

 

The Group's capital comprises all components of equity which includes share
capital and retained earnings amounting to net assets of £252,000 at 31
December 2025 (2024: £2,186,000 net assets). The Group's objectives when
maintaining capital are to safeguard the entity's ability to continue as a
going concern, so that it can continue to provide returns for shareholders and
benefits for other stakeholders, and to provide an adequate return to
shareholders by pricing products and services commensurately with the level of
risk. The capital structure of the Group consists of shareholders equity with
all working capital requirements financed from cash and major capital
expenditure funded by leases and hire purchase agreements. Continuing
investment in EV has also required utilisation of convertible loan note
funding. The Group sets the amount of capital it requires in proportion to
risk. It manages its capital structure and makes adjustments to it in the
light of changes in economic conditions, the ability to finance capital
purchases and the risk characteristics of the underlying assets and activity.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares, or sell assets to reduce debt.

Market risks

 

These arise from the nature and location of the customer markets and include
foreign exchange rate risks.

 

The Group trades within European and other overseas automotive supplier
markets, and accordingly there is a risk relating to the underlying
performance of these markets. The Directors monitor this and the foreign
exchange risk closely with the intention to foresee downturns in trade or
changes in the use of automotive components.

 

Foreign exchange risk

 

The Group trades with overseas customers and, whilst it has net foreign
currency balances, also makes a degree of purchases in the respective currency
and uses currency denominated accounts to defer conversion to sterling or to
utilise the currency when needed. There has therefore been a reduced
sensitivity to fluctuations in exchange rates although a 10% increase or
decrease in Euro and US dollar exchange rates against sterling could impact
the results. by a reduction or increase in profit respectively. The Group has
taken out some 12 month hedges on US dollars to mitigate a small portion of
the exposure to currency fluctuations.

The Group had the following in net assets comprising cash, sales ledger and
purchase ledger balances denominated in foreign currencies:

                          31 December 2025    31 December 2024
                          £'000               £'000
 Euro denominated         487                 720
 US dollar denominated    510                 968

At 31 December 2025, the group had forward currency contracts with a term
shorter than a year to sell €490,000 for sterling at fixed rates with an
unrecognised derivative asset fair value of less than £2,000 (2024: no open
contracts).

 

 

21         Financial instruments and capital management (continued)

Interest rate risk

 

The Group makes use of fixed rate three to five year hire purchase agreements
to acquire property, plant and equipment with interest rates typically ranging
from 3.5% (new agreements in 2020 to 2022) to 10% (2024); this spreads the
capital cost, ensures that the Group maintains sufficient cash resources for
working capital purposes and ensures certainty of total costs at the point of
acquisition of those assets. A £4m convertible loan note was used to raise
funds in January 2024 with a coupon of 10% where interest is rolled up and all
payable on repayment of the loan. A five year term bank loan has also been
drawn upon at a fixed interest rate of 9.4% and invoice discounting facilities
of up to £1.5m subject to eligible receivables at an interest rate of 2.85%
over base rates. These liabilities are set out in note 18.

 

Credit risk

 

Credit risk is the risk of financial loss if a customer or counterparty to a
financial instrument fails to meet its contractual obligations. The Group is
mainly exposed to credit risk from credit sales and attempts to mitigate
credit risk by assessing the creditworthiness of customers, including using
proforma terms for new customers and closely monitoring the payment record and
trends for each customer. The customers are principally tier 1 automotive
suppliers.

 

At 31 December 2025 trade receivables were £1,551,000 (31 December 2024:
£1,819,000) with 44% (31 December 2024: 18%) of the balance owed by one
customer group and 41% (2024: 44%) of the balance by three other customers
with operations based in a number of European and other countries.

 

The ageing of overdue debtors is included in note 16 with all amounts
subsequently substantially received. The impairments to trade or other
receivables in 2024 and 2025 are in excess of the limits covered by external
credit insurance these have been immaterial and relate to a few smaller
customers. The business holds credit Insurance on its Trade Debtors.

 

Credit risk on cash and cash equivalents is considered to be minimal as the
counterparties are all substantial banks with high credit ratings.

 

Liquidity risk

 

The maturity of the Group's financial liabilities including trade and other
payables, hire purchase and lease liability total payments with the interest
payable is as set out below. Current liabilities were payable on demand or to
normal trade credit terms, hire purchase and loan obligations were payable
monthly and lease liabilities quarterly. Hire purchase and lease liabilities
are used to manage liquidity by spreading the cost of payment for capital
purchases. The convertible loan notes, if not converted, are repayable with
for a total of £6,000,000 including accrued interest in January 2029.

 

 At 31 December 2025                     Up to 1 year    1-2 years        2-5 years           Over 5 years
                                         £'000           £'000            £'000               £'000

 Trade and other payables                1,521           -                -                   -
 Hire purchase obligations               479             416              369                 -
 Loans and invoice discounting facility  745             -                6,000               -
 Lease liabilities                       222             222              800                 -
                                         2,967           638              7,169               -

 

21         Financial instruments and capital management (continued)

 

Liquidity risk (continued)

 

 At 31 December 2024                     Up to 1 year    1-2 years    2-5 years    Over 5 years
                                         £'000           £'000        £'000        £'000

 Trade and other payables                1,249           -            -            -
 Hire purchase obligations               514             345          507          -
 Loans and invoice discounting facility  448             77           6,000        -
 Lease liabilities                       212             210          562          420
                                         2,423           632          7,069        420

 

Classification of financial instruments

 

All financial assets have been classified as at amortised cost, and all
financial liabilities have been classified as other financial liabilities
measured at amortised cost.

 

 Financial assets
                                                                    31 December 2025     31 December 2024
 At amortised cost                                                  £'000                           £'000
 Trade receivables and other receivables                            1,656                           1,944
 Cash and cash equivalents                                          617                             512
                                                                    2,273                           2,456

 Financial liabilities
                                              31 December 2025                           31 December 2024
                                              £'000                                      £'000
 At amortised cost
 Trade payables, other payables and accruals  1,521                                      1,249
 Hire purchase obligations                    1,023                                      1,099
 Loans and invoice discounting facility       4,778                                      4,047
                                              7,322                                      6,395

The Directors consider that the carrying amount of the financial assets and
liabilities approximates to their fair values.

 

22         Provisions
 

The dilapidations provisions were reassessed during 2022 in respect of the
group's rented properties and increased to allow for potential reinstatement
costs that may be incurred at the end of the leases in 2030 under the standard
terms in the contracts. This primarily resulted in an increase in the amount
recognised in respect of the right of use assets for property and in the
discounted provisions liability which amounts to £265,000 at 31 December 2025
(2024: £251,000). The dilapidations settlement would be due on the end of the
businesses current lease, which is 2030, the amount of settlement is uncertain
and is based on an Expert's assessment conducted in 2022, with a further
update from the landlord's expert in 2024.

 

In 2023, a provision was recorded to allow for the potential supplier
settlement costs of a terminated contract, which was not required on
completion of negotiations and released in 2024.

 

 Group                               Dilapidations provision  Terminated contract provision  Total
                                     £'000                    £'000                          £'000

 Liability at 31 December 2023       239                      121                            360
 Provision charged in year           -                        (121)                          (121)
 Unwinding of discount on provision  12                       -                              12
 Liability at 31 December 2024       251                      -                              251
 Unwinding of discount on provision  14                       -                              14
 Liability at 31 December 2025       265                      -                              265

 

 

23         Deferred taxation
 

Group

 
 Liability/(asset) in respect of:  Accelerated          Intangible R&D assets      Share based payment  Losses and other timing differences  Total

                                   capital allowances
                                   £'000                £'000                      £'000                £'000                                £'000

 As at 31 December 2023            873                  171                        (59)                 (985)                                -
 Credit to profit or loss          53                   (27)                       59                   (85)                                 -
 As at 31 December 2024            926                  144                        -                    (1,070)                              -
 Credit to profit or loss          (181)                278                        -                    (97)                                 -
 As at 31 December 2025            745                  421                        -                    (1,166)                              -

 

The Group has tax losses carried forward of approximately £8,072,000 (2024:
£7,990,000) and an unrecognised deferred tax asset of £2,018,000 (2024:
£929,000) in respect of these. The net asset has not been recognised as it is
not yet considered sufficiently probable, in the short term, that the asset
will be realised. The tax losses carried forward have no expiry date.

 

The Company has tax losses carried forward of £1,701,000 (2024: £1,820,000)
and an unrecognised deferred tax asset of £425,000 (2024: £456,000) in
respect of these. The deferred tax asset has only been recognised as far as it
offsets the deferred tax losses due to the timing of the when the tax will
materialise, so it is appropriate to net them off.

 

24         Share capital

 

The movements in share capital have been as follows:

 

 Company and Group                                 Number of £0.01 shares   Nominal    Share premium
                                                                            £'000      £'000

 At 31 December 2023 and 2024                      18,225,089               182        7,931
 EIS and VCT placing shares issued at £0.40 each   2,765,375                28         965
 At 31 December 2025                               18,225,089               210        7,931

 

The Company was incorporated with one £0.01 share and on 2 February 2022
issued 9,999,999 £0.01 shares in exchange for all of the issued share capital
in Strip Tinning Limited. Merger relief arises under the Companies Act from a
share premium and in accordance with IAS 27 for such a transaction with no
change in control, the consideration was recorded at the Strip Tinning Limited
net asset value of £3,745,000 (£0.375 per share) in the company, £100,000
of nominal share capital and a merger reserve of £3,645,000.

 

The issue of shares with a nominal value of £100,000 in exchange for the
2,000 £0.10 shares in Strip Tinning Limited with a nominal value of £200
resulted in a debit to a merger reserve of £99,800 in the consolidated
financial statements, presented as a capital reorganisation after
consolidating applying the merger accounting principles as set out in note 2.

 

On 15 January 2024, 2,765,375 £0.01 ordinary shares were issued at £0.40
each, totalling £1,106,150.  The issue of these shares in resulted in a
share premium of £965,000 (net of £113,000 of share issue costs).

 

All £0.01 ordinary shares rank equally with the right to receive dividends
and capital distributions.

 

25         Share based payment
 

Options over the Company shares have been granted each year under a Long Term
Incentive Plan with the fair value of the options measured at each respective
grant date using an appropriate Monte Carlo valuation model (for market
related conditions). These are always subject to continuing employment
conditions and often to a performance target as well, most commonly Total
Shareholder Return target ('TSR'). The exercise price was £0.01 and £nil
dividends were assumed in all cases with the other assumptions applied and
fair values in the years ended 31 December 2024 and 2025 as follows:

 

 Date granted    Conditions  Number     Vesting period/ months  Risk free rate  Volatility  Share price at date of grant  Fair value per share

 August 2024     TSR         760,000    28                      5%              75.2%       £0.43                         £0.29
 September 2025  RSU         688,296    16                      5%              75.0%       £0.23                         £0.22
 September 2025  RSU         1,001,449  28                      5%              75.0%       £0.23                         £0.22
 September 2025  TSR         1,001,449  28                      4.5%            77.1%       £0.23                         £0.08

 

 

 

25         Share based payment (continued)

 

A free share scheme was also set up for the majority of employees in November
2022 with a three year vesting period with the shares allocated on vestment to
those still employed by the Group in November 2025.

 

The movements in share options have been as follows:

 

                                      Weighted average exercise price  PSP        Employee free share scheme

                                      £                                scheme
                                                                       Number     Number
 As at 31 December 2023               0.008                            1,214,959  322,345
 Lapsed in the year                                                    (277,218)  -
 Granted in the year                                                   760,000    -
 As at 31 December 2024               0.008                            1,697,741  322,345
 Lapsed in the year                                                    (519,811)  (68,279)
 Expired without vesting in the year                                   (148,651)
 Forfeited                                                             (375,454)  -
 Granted in the year                                                   2,691,194  -
 Vested in the year                                                    -          (254,066)
 As at 31 December 2025               0.01                             3,345,019  -

 

The unexpired options have an average vesting period remaining at 31 December
2025 of 1.6 years (2024: 1.4 years).

 

The total share-based payments charged in the year were £173,000 (2024:
£97,000).

 

 

26         Capital commitments and contingent liabilities
 

The Group had capital commitments contracted but not provided for of £513,000
at 31 December 2025 (2024: £568,000). The Company had no capital commitments.

 

 

27         Control and related party transactions
 

At 31 December 2025, the Company was an ultimate parent company. Mr R Barton
was considered to be the ultimate controlling party. The key management
personnel is considered to be the directors.  Please refer to note 7 for
details of key management personnel remuneration.

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.   END  FR FFFIIVDIEFIR



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