REG - Tanfield Group PLC - Final 2025 Results & AGM Notice
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RNS Number : 1484Z Tanfield Group PLC 02 April 2026
The Tanfield Group Plc
("Tanfield" or "the Company")
Final Results and Annual Accounts for the year ended 31 December 2025 and
Notice of AGM
Tanfield Group Plc, a passive investing company as defined by AIM Rules,
announces its final results and annual accounts for the year ended 31 December
2025. Posting of the Annual Report & Accounts to shareholders who have
not elected to receive them electronically will take place on 8 April 2026 and
will be made available on the Company website at www.tanfieldgroup.com
(http://www.tanfieldgroup.com) shortly.
Tanfield announces that its Annual General Meeting will be held at 3:30p.m.
(UK) time on 21 May 2026 at Weightmans LLP, 1 St James' Gate, Newcastle upon
Tyne, NE1 4AD. Posting to shareholders of the Notice of Annual General Meeting
circular, including information on the resolutions, will take place on 8 April
2026 and will be made available on the Company website at
www.tanfieldgroup.com (http://www.tanfieldgroup.com) shortly.
For further information:
Tanfield Group
Plc
Daryn
Robinson
0203 829
5000
Zeus Capital Limited- Nominated Advisor / Broker
James Joyce / Andrew de
Andrade
0203 829 5000
HIGHLIGHTS
· The valuation of the Company's 49% interest in Snorkel
International is maintained at £19.1m.
· The court in the US Proceedings (described further below) has
confirmed that the Company's position in relation to the terms of the Snorkel
International agreement is correct.
· The court in the US Proceedings has also confirmed that because
Snorkel International exercised its call option in November 2018, that it owes
the Company the Priority Amount and Preferred Return, which is the basis for
the £19.1m valuation.
· Other matters pertaining to the US Proceedings are ongoing, with
a jury trial expected to take place sometime after the summer of 2026.
STRATEGIC REPORT
CHAIRMAN'S STATEMENT
Following Tanfield's 51% joint venture partner Xtreme Manufacturing LLC
("Xtreme"), via its subsidiary SKL Holdings LLC ("SKL") and Snorkel
International Holdings LLC ("Snorkel International"), filing a Summons and
Complaint (the "US Proceedings") against the Company and its subsidiary HBWP
Inc ("HBWP"), the Board remains disappointed that an amicable resolution has
not been possible.
However, the Board are very pleased with the progress and court rulings that
have taken place in the US Proceeding during 2025, and through to the present
day. Those rulings have seen the court confirm the Company's position in
relation to the terms upon which it entered into the October 2013 agreements
with Xtreme, as well as confirming that because the call option was exercised
in November 2018, the Priority Amount and Preferred Return (collectively the
"Preferred Interest"), plus the Option Price, are owed to the Company.
As such, while the Company currently continues to hold, through its subsidiary
HBWP, its 49% membership in Snorkel International, upon receipt of the values
owed under the terms of the agreements, including the Option Price which is
still to be determined at trial, the Company will be obligated to transfer its
49% membership back to Snorkel International, which it is ready to do at the
appropriate time.
Therefore, while the US Proceedings are ongoing, the only matters still to be
decided are Tanfield's counter claims and a decision on the value of the
Option Price relating to the call option. The Board believes further
positive outcomes are therefore possible and continues to seek advice.
While, in the last few days, Snorkel International has filed a notice of
appeal in relation to the court's rulings, the Board has no reason to believe
the supreme court will not uphold the rulings made by the district court in
the US Proceedings.
NON-EXECUTIVES' REVIEW
Background
The Company is defined as an investment company with two passive investments.
This definition resulted from the disposal of the controlling interest in
Smith in 2009 and the formation of a joint venture between Tanfield and Xtreme
relating to the Snorkel division in October 2013 (the "Joint Venture").
Tanfield currently owns 5.76% of Smith and 49% of Snorkel International.
OVERVIEW
Snorkel International
Tanfield continues to retain an investment in Snorkel International (currently
valued at £19.1m, 2024: £19.1m) consisting of a 49% membership interest and
a Preferred Interest position, which has been held since the Joint Venture was
established in October 2013.
Since the Joint Venture in October 2013, Snorkel achieved increased year on
year sales levels, with the exception of 2020, when the impact of the Covid-19
pandemic saw the first reduction of sales. Since then, Snorkel resumed year
on year sales increases, with a noticeable increase in operating profitability
in the 2023 financial year. However, towards the end of 2024 and beyond,
Snorkel experienced a drop in sales and profitability which the Board
understands to have been caused in part due to more difficult market
conditions, particularly those impacting the United States (e.g. high interest
rates and tariffs).
The Board is not aware of any material changes to such market conditions and
have not been made aware of any specific reasons why conditions would not
continue to be more difficult for the remainder of 2026. However, Snorkel's
current financial performance should no longer directly impact the Company's
valuation of its investment, given the court's ruling in the US Proceedings,
which is explained below.
In October 2019, the Board received the US Proceedings, in which Xtreme, via
its subsidiary SKL and Snorkel International, alleged that Tanfield refused to
sign over its interest in Snorkel International for £nil consideration. It
was always the Board's belief that the intent of Tanfield, its non-conflicted
directors at the time and its shareholders, as well as the contractual terms,
require that the Preferred Interest is paid to the Company as part of the call
option terms, a contractual mechanism for Xtreme to acquire the Company's 49%
holding in Snorkel International. Xtreme alleged that this was not their
intent or understanding of the transaction, despite both they, and their
advisers, reviewing and commenting on the Circular prior to its distribution
to shareholders, which in the Board's opinion clearly described payment of the
Preferred Interest as a requirement of the call option. They also alleged
that they did not believe payment of the Preferred Interest was a requirement
of the contractual agreements.
The position of Xtreme, which was the premise of the US Proceedings, was that
while they accept that Tanfield received a 49% interest in Snorkel
International and an adjusted Priority Amount of $22.5m (adjusted from the
headline $50m value detailed in the Circular, and with interest accruing via
the Preferred Return) in exchange for contributing the entire Snorkel division
to the Joint Venture, and gave Xtreme a 51% controlling interest, they alleged
that because Snorkel International, under Xtreme's control, failed to achieve
a 12 month EBITDA of $25m prior to 30 September 2018, that Tanfield's $22.5m
Priority Amount plus the Preferred Return interest simply disappeared.
In summary, it was alleged by Xtreme that the terms of the transaction were
such that after (a) Tanfield contributed all of the assets and intellectual
property of its Snorkel division to the Joint Venture, which Snorkel's own tax
returns declared as having a net fair market value of $45.5m, (b) Tanfield
conceded management control of the Snorkel division to Xtreme, (c) Xtreme ran
the business as it saw fit for approximately 5 years and Snorkel International
failed to achieve an annualized $25m EBITDA, (d) Tanfield's value disappears
completely and Xtreme could take 100% ownership of Snorkel International
without paying any consideration to Tanfield.
The Board vigorously denied that this was the intent of the parties, or the
meaning of the contractual agreements, as it would have made no commercial
sense to contribute the considerable value, trade and assets of the Snorkel
division, which both parties agreed from the outset was fundamentally a viable
company, while also relinquishing control of the division, to then receive no
consideration for the considerable value contributed to the Joint Venture,
because the controlling party failed to achieve the target.
During 2025, the court in the US Proceedings agreed with Tanfield's position,
and confirmed via two court orders that the terms of the Joint Venture
agreements are such that if the call option is exercised, the Preferred
Interest value must be paid, in addition to the Option Price, and that Snorkel
International did in fact exercise the call option in November 2018,
triggering the contractual obligation to pay both the Preferred Interest and
the Option Price values.
Given the court's rulings, November 2018 is the date upon which the value of
the Option Price to buy the Company's 49% membership will be based. The
Option Price is still a matter that is to be decided at trial, and it could be
as low as £nil, as alleged by Xtreme, or it could be a positive value that
would be due in addition to the Preferred Interest.
The Board therefore believes it is reasonable to expect that the investment in
Snorkel International will result in a return of value to shareholders in the
future but would like to draw your attention to the "Valuation of Snorkel
International holding" below and the critical accounting estimates and key
judgments which further explain the potential risks.
Valuation of Snorkel International holding: £19.1 million (2023: £19.1
million)
On 30 September 2018 the fixed terms of the Joint Venture agreement came to an
end. In summary, if the trailing 12 month EBITDA had reached $25m by 30
September 2018, this would have triggered payment of the Preferred Interest,
valued at £19.1m, which once paid, would have allowed the Company to exercise
its put option, compelling the purchase / sale of Tanfield's remaining holding
in Snorkel International. As a $25m trailing 12 month EBITDA was not reached
by the deadline, the put option expired. Tanfield retains a 49% interest in
Snorkel International and the Preferred Interest, but it could no longer
compel Xtreme to pay the Preferred Interest and acquire its 49% interest.
The Board has always understood, and the court in the US Proceedings has now
confirmed, that the Preferred Interest is the minimum payment required under
the terms of the contractual agreements for Xtreme to acquire Tanfield's
interest by exercising its call option, and that this is therefore an
appropriate basis for determining the value the investment is to be carried
at. At the time of the exercise of the call option in November 2018, the
Preferred Interest was £19.1m which the Board believes should be maintained
as the current valuation.
Due to the ongoing different opinions regarding the value of the Option Price,
as well as the prospect of statutory interest being a consideration, it is
possible the actual realisation of value could be more than the current
valuation, but based on the court's rulings in the US Proceedings, the
contractual value, which is the basis for the valuation, cannot be less, other
than a potential reduction caused by exchange rate fluctuations.
While Snorkel International has filed a notice of appeal in relation to the
court's rulings, the Board has no reason to believe the supreme court will not
uphold the rulings made by the district court in the US Proceedings.
This valuation has been assessed against various criteria, including exchange
rate fluctuations. The Board would like to draw the reader's attention to the
critical accounting estimates and key judgments which further explain the
uncertainty.
Smith
In October 2014 Smith completed a restructuring exercise that saw it convert
debt to equity. As a result of this, they informed the Company that its
equity shareholding had reduced from 24% to 5.76% (excluding warrants).
Shortly after, Smith ceased to operate and the Board of Tanfield does not
foresee that changing in the immediate future.
Valuation of Smith holding
In 2015, the Board of Directors carried out a review of the investment in
Smith resulting in a decision to impair the investment value to £nil. The
Board maintains ts opinion that the investment value should be held at £nil.
Strategy of Tanfield Board of Directors in relation to its Investments
Given the court's ruling in the US Proceedings, the Board believes it is
reasonable to expect that the investment in Snorkel International will result
in a return of value to shareholders but cannot predict the timeframe for such
a return. With regard to Smith, the Board does not currently believe it will
result in a return of value to shareholders. The Directors will update
shareholders should this view change.
The strategy of the Company in relation to these investments is to return as
much as possible of any realised value to shareholders as events occur and
circumstances allow, subject to compliance with any legal requirements
associated with such distributions. The Board will continue to fulfil its
obligation to its shareholders in seeking to optimise the value of its
investments.
The investments are defined as passive investments and Tanfield does not hold
Board seats in either Snorkel International or Smith. There is no limit on the
amount of time the existing investments may be held by the Company.
Finance expense and income
Interest income of £84k (2024: £132k) was received on bank balances.
Loss from operations
The loss from operations was £1.8m (2024: £0.4m). The difference being an
increase in legal costs associated to the US Proceedings.
Loss per share
Loss per share from continuing operations was 1.03 pence (2024: 0.17 pence).
No dividend has been declared (2024: £nil).
Cash
At 31 December 2025, the Company had cash and short-term deposits of £2.1m
(2024: £3.2m) and approximately £1.5m as at the date of this report.
Section 172: Companies Act Statement
The Board takes seriously its duties towards a wide range of stakeholders and
acts in a way to ensure that its decision making promotes the success of the
Company for the benefit of these stakeholders in accordance with Section 172.
The Board's ability to do this is as a result of the Company status - as an
investment Company it has no employees, other than the directors, or customers
and its activities have no impact on the wider community and environment. The
statements below provide further information as to how the directors have had
regard to the relevant matters.
The likely consequences of decisions in the long term. As discussed earlier
in this report, the sole aim of the Board is to maximise the return to
shareholders through its investment holdings. This is of necessity a
short-term focus, and the financial outcome will determine the future position
and strategy of the Company.
The need to foster the Company's business relationships with suppliers and the
desirability of the Company to maintain a reputation for high standards of
business conduct. Engagement with suppliers is a key part of the business as
the Board looks to bring a resolution to its investment position. Therefore,
we are selective in the suppliers we choose to work with, demonstrating the
Board's commitment to maintaining high standards of business conduct and
professionalism.
The Annual General Meeting is the principal forum for shareholders, and we
encourage all shareholders to attend and participate. The notice of the
meeting is sent at least 21 days before the meeting. The Chairman of the Board
and other directors, where possible, are present and are available to answer
questions raised by shareholders. The Board ensure regular communications are
made to all shareholders via periodic RNS announcements.
KPI's
The Board do not use any KPI's to monitor the performance of the business.
Approved by the Board of Directors and signed on behalf of the Board
Daryn Robinson
Chairman
1 April 2026
DIRECTORS' REPORT
The directors submit their report and the financial statements of Tanfield
Group Plc for the year ended 31 December 2025. Tanfield Group Plc is a public
listed company incorporated and domiciled in England and quoted on AIM.
PRINCIPAL ACTIVITIES
The Company's principal activity is that of an investment company.
INVESTING POLICY
The holdings in Snorkel International Holdings LLC and Smith Electric Vehicles
Corp. are passive investments. It is the intention that where distributions or
realisations of such holdings are made (or there is a receipt of marketable
securities) that these are distributed to shareholders, subject to compliance
with any legal requirements associated with such distributions. There is
presently no anticipated limit on the amount of time the holdings are to be
held by the Company. The Company does not have and will not make any cross
holdings and does not have a policy on gearing.
RESULTS AND DIVIDENDS
The financial result for the year to 31 December 2025 reflects the principal
activity of the company being that of an investment company.
Turnover for the year was £nil (2024: £nil). The loss from operations in the
year of £1.8m (2024: £0.4m) arose from operating costs.
The statement of financial position shows total assets at the end of the year
of £21.2m (2024: £22.4m). Net Current Assets were £1.5m (2024: £3.2m) with
cash and short-term deposits of £2.1m (2024: £3.2m). The directors believe
that the Company has sufficient cash to allow it to continue for a period of
more than 12 months from the date of this report.
No dividend has been paid or proposed for the year (2024: £nil). The loss of
£1.7m (2024: £0.3m) has been transferred to reserves.
FINANCIAL INSTRUMENTS
The Company's financial instruments comprise cash, non-current investments,
current receivables and current payables arising from its operations. The
principal financial instruments used by the Company during the year are cash
balances. The Company has not established a formal policy on the use of
financial instruments but assesses the risks faced by the Company as economic
conditions and the Company's operations develop.
DIRECTORS
The present membership of the Board is set out on the company website.
The directors' do not currently have a right to acquire shares in the company
via the exercise of options as all past options have either been exercised or
lapsed. Details of the directors' remuneration and incentives are set out in
the Directors' Remuneration Report.
POLICY ON PAYMENT OF CREDITORS
It is Company policy to agree and clearly communicate the terms of payment as
part of the commercial arrangements negotiated with suppliers and then to pay
according to those terms based on the timely receipt of an accurate invoice.
The Company supports the CBI Prompt Payers Code. A copy of the code can be
obtained from the CBI at Centre Point, 103 New Oxford Street, London WC1A 1DU.
Trade creditor days based on trade payables at 31 December 2025 were 106 days
(2024: 12 days).
SUBSTANTIAL SHAREHOLDINGS
On 31 December 2025 the following held substantial shares in the company. No
other person has reported an interest of more than 3% in the ordinary shares.
No. %
HSBC GLOBAL CUSTODY NOMINEE (UK) 62,644,779 38.45%
CHASE NOMINEES LIMITED 28,856,747 17.71%
AURORA NOMINEES LIMITED 20,358,289 12.50%
THE BANK OF NEW YORK (NOMINEES) 17,374,699 10.67%
INTERACTIVE BROKERS LLC 9,481,953 5.82%
VIDACOS NOMINEES LIMITED 7,931,525 4.87%
DIRECTORS' INTEREST IN CONTRACTS
No director had a material interest at any time during the year in any
contract of significance, other than a service contract, with the Company or
any of its subsidiary undertakings.
AUDITOR
A resolution to reappoint RSM UK Audit LLP as auditor will be put to the
members at the annual general meeting. RSM UK Audit LLP has indicated its
willingness to continue in office.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR
The directors in office on the date of approval of the financial statements
have confirmed that, as far as they are aware, there is no relevant audit
information of which the auditor is unaware. Each of the directors has
confirmed that they have taken all the steps that they ought to have taken as
directors in order to make themselves aware of any relevant audit information
and to establish that it has been communicated to the auditor.
DIRECTORS INDEMNITY
The Company holds directors indemnity insurance in respect of its directors.
Approved by the Board of Directors and signed on behalf of the Board
Daryn Robinson
Chairman
1 April 2026
CORPORATE GOVERNANCE
All members of the board believe strongly in the value and importance of good
corporate governance and in our accountability to all of Tanfield's
stakeholders, including shareholders and suppliers.
The corporate governance framework which the company operates, including board
leadership and effectiveness, board remuneration, and internal control is
based upon practices which the board believes are proportional to the size,
risks, complexity and operations of the business and is reflective of the
company's values. Having initially adopted the Quoted Companies Alliance's
Corporate Governance Code (QCA Code) 2018, following a review of the Group's
governance arrangements, the Board adopted the updated QCA Code 2023 on 26
June 2025.
While we have included a summary of our compliance with the new QCA code in
the annual report, the full statement of compliance is available on the
Company's website.
Establish a strategy and business model which promote long-term value for
shareholders
Tanfield Group is a passive investment Company with investments in Snorkel
International and Smith, as described in the Investing Policy. As a passive
investment Company, we do not have operational control or input into these
investments. It is the intention that where distributions or realisations are
made that these are distributed to shareholders, subject to compliance with
any legal requirements associated with such distributions.
Promote a corporate culture that is based on ethical values and behaviours
Tanfield Group is a small passive investment company with only two Board
members. However, the Board is still expected to set an example and act in the
best interests of the Company and its stakeholders. The corporate culture aims
to be open and fair in dealings with all stakeholders, working in partnerships
to ensure mutual benefit. Ethical values and behaviours are recognised and
respected. As the Company has no control over operational matters relating to
its investments, it is unable to influence the values and behaviours directly,
but it supports a culture of dealings with both shareholders and investee
companies with integrity and respect.
Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communication with its shareholders
and the Company endeavours to keep shareholders informed via its public
announcements, annual report and accounts, full-year and half-year
announcements, the annual general meeting and any scheduled one-to-one
meetings with existing and potential institutional investors. The Board is
kept informed of the views and concerns of major shareholders and believes
that it has successfully engaged with shareholders to date, keeping them
abreast of the Company's strategy and progress.
Take into account wider stakeholder interests, including social and
environmental responsibilities, and their implications for long-term success
We are committed to meeting the needs of all our stakeholders. We maintain a
regular dialogue with all our partners through a
range of communication channels and actively solicit feedback. Engagement
strengthens relationships and leads to better business decisions. As a passive
investment Company, the Board recognises that its stakeholders are not as
extensive as many operational businesses. The Company maintains a dialogue
with its external stakeholders as appropriate and as the need arises. Whilst
we are a passive investment Company, we still consider it important that our
behaviour is socially responsible and we will endeavour to be accountable for
our actions, be transparent about our activities, operate in an ethical,
professional and responsible manner, be mindful of our stakeholder interests,
respect the rule of law and respect human rights in whatever we do. Our
contact with regulators is mediated and guided by our Nominated Adviser and
other professional advisers.
Embed effective risk management, internal controls and assurance activities,
considering both opportunities and threats, throughout the organisation
The Board is mindful of and monitors its corporate risks. The main risks the
business faces are that the investments may not achieve their operational
goals, resulting in no realisation event and the potential for disputes with
the controlling shareholders as to the terms of a realisation event should one
occur. As a passive investment company, the Board is not able to influence the
decision making or strategy of the investment companies and so its ability to
mitigate some risks Is limited. The Group is supported by its Nominated
Adviser and other professional advisers to ensure compliance with all relevant
regulations and laws in the countries in which it operates.
Establish and maintain the board as a well-functioning, balanced team led by
the Chair
The Company operates as a passive investment company and has put in place a
board structure that can best provide the strategic advice, leadership and
continuity required. The board structure consists of two non-executive
directors, Daryn Robinson and Martin Groak, both sitting on the PLC Board.
During the year there were five board meetings, all fully attended, that took
place.
Maintain appropriate governance structures and ensure that individually and
collectively the directors have the necessary up-to-date experience, skills
and capabilities
The Board is satisfied it has the appropriate structures and processes for a
company of its size. The Board considers the Board composition in terms of
skills, experience and balance. Its committees will seek external expertise
and advice where required. With only two Board members, due to the limited
activities of the Company, Board cohesion is paramount and this is regularly
reviewed. The Board members have held roles and directorships in other
publicly listed companies where they have gained a wealth of financial and
public market experience which collectively has provided them with the balance
of skills and expertise to deliver the business strategy. Due to the nature of
the business, an operational Board is not deemed necessary and therefore the
non-executive directors are deemed not to be independent.
Evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement
The Board considers evaluation of its committees and individual directors to
be an integral part of corporate governance to ensure it has the necessary
skills, experience and abilities to fulfil its responsibilities. To ensure the
skills and knowledge of the Board are kept up to date, it works with its
Nominated Advisor & Broker, Auditor and Solicitor to ensure that any
relevant new or amended accounting standards and interpretations, AIM rules or
Companies Act legislation are fully understood and implemented.
Establish a remuneration policy which is supportive of long-term value
creation and the company's purpose, strategy and culture
The Remuneration Committee is responsible for establishing a formal and
transparent procedure for developing policy on remuneration and to set the
remuneration packages of individual Directors. It is the aim of the Committee
to reward Directors competitively and on the broad principle that their
remuneration should be in line with the remuneration paid to comparable
companies. Pay structures are set out in the Company's Annual Report and
Accounts, with shareholders able to share feedback at the Company's Annual
General Meeting, in conjunction with approving resolutions for the
reappointment of each director bi-annually. On this basis, the Board do not
feel that a separate vote on the remuneration policy was necessary or
proportionate at this time and instead intends to continue to encourage
feedback from Shareholders via the Company's Annual General Meeting and
bi-annual director re-appointment resolutions. Given the size of the company,
the Board is satisfied with this approach but will keep it under review and
consider whether to put Remuneration Policy to vote at future Annual General
Meetings.
Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other key stakeholders
The Board is committed to maintaining good communication and having
constructive dialogue with all of its stakeholders, including shareholders,
providing them with access to information to enable them to come to informed
decisions about the Company. The Company's website provides all required
regulatory information as well as additional information shareholders may find
helpful.
The Statement of Compliance and an explanation of the approach taken in
relation to the QCA Code can be found on the Company's website
www.tanfieldgroup.com/about#governance
(https://www.tanfieldgroup.com/about#governance) .
The board considers that it does not depart from any of the principles of the
new QCA Code.
Going Concern
The directors are satisfied that the Company has sufficient cash to continue
for a period of 12 months from the date of this report. For this reason,
they continue to adopt the going concern basis in preparing the financial
statements.
Daryn Robinson
Chairman
1 April 2026
DIRECTORS' REMUNERATION REPORT
Remuneration committee
The company has established a Remuneration Committee which is constituted in
accordance with the recommendations of the QCA Code. The members of the
committee during the year were D Robinson and M Groak and the committee was
chaired by D Robinson.
Remuneration policy
There were four main elements of the remuneration packages for directors:
· Basic annual salary (including directors' fees) and benefits;
· Annual bonus payments;
· Share option incentives; and
· Pension arrangements.
Basic salary
The basic salary of the directors is reviewed annually having regard to the
commitment of time required and the level of fees in similar companies.
Non-Executive Directors are employed on renewable fixed term contracts not
exceeding three years.
Annual bonus
The committee established the objectives which must be met for each financial
year if a cash bonus was to be paid. The purpose of the bonus was to reward
directors for achieving above average performance which also benefits
shareholders.
Share options
The directors do not hold any share options as at the date of this report.
Pension arrangements
One director was a member of a money purchase pension scheme to which the
company contributed.
Directors interests
The interests of directors holding office at the year end in the company's
ordinary 5p shares at 31 December 2025 and 31 December 2024 are shown below:
Number of shares
2025 2024
D Robinson 942,785 942,785
M Groak 40,000 40,000
Total 982,785 982,785
The directors, as a group, beneficially own 0.6% of the company's shares.
As at the date of this report, no director has any remaining right to acquire
shares in the company via the exercise of options granted under the terms of
their service contracts, copies of which may be inspected by shareholders upon
written application to the company secretary.
Remuneration review
Directors emoluments for the financial year were as follows:
Salary Bonus Total Total Pension Pension
£000's £000's 2025 2023 2024 2023
£000's £000's £000's £000's
M Groak 25 - 25 30 - -
D Robinson 173 - 173 145 15 13
Total 198 - 198 175 15 13
The directors held no share options at 31 December 2025 (2024: nil).
Approval
This report was approved by the board of directors and authorised for issue on
1 April 2026 and signed on its behalf by:
Daryn Robinson
Chairman
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the
Directors' Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law and the AIM Rules of the London Stock
Exchange the directors have elected to prepare the financial statements of the
company in accordance with applicable law and UK-adopted International
Accounting Standards.
The financial statements are required by law and UK-adopted International
Accounting Standards to present fairly the financial position and performance
of the company. The Companies Act 2006 provides in relation to such financial
statements that references in the relevant part of that Act to financial
statements giving a true and fair view are references to their achieving a
fair presentation.
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the company and of the profit or loss of the company for that
period.
In preparing the financial statements, the directors are required to:
a. select suitable accounting policies and then apply them
consistently;
b. make judgements and accounting estimates that are reasonable
and prudent;
c. state whether they have been prepared in accordance with
UK-adopted International Accounting Standards;
d. prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will continue in
business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Tanfield Group Plc
website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Notes £000's £000's
Revenue - -
Staff costs 1 (213) (159)
Other operating income 7 16
Other operating expenses 3 (1,552) (260)
Loss from operations (1,758) (403)
Finance expense 2 - -
Finance income 2 85 132
Loss before tax (1,673) (271)
Taxation 4 - -
Loss & total comprehensive income for the year attributable (1,673) (271)
to equity shareholders
Loss per share
Loss per share
Basic and diluted (p) 5 1.03 0.17
STATEMENT OF FINANCIAL POSITION (Company registration number 04061965)
AS AT 31 DECEMBER 2025
2025 2024
Notes £000's £000's
Non-current assets
Non-current Investments 6 19,100 19,100
19,100 19,100
Current assets
Trade and other receivables 8 40 44
Cash 7 407 2,909
Short-term deposits 7 1,650 300
2,097 3,253
Total assets 21,197 22,353
Current liabilities
Trade and other payables 9 582 65
582 65
Total liabilities 582 65
Equity
Share capital 10 8,145 8,145
Share premium 10 17,336 17,336
Special reserve 66,837 66,837
Merger reserve 1,534 1,534
Retained earnings (73,237) (71,564)
Total equity attributable to equity shareholders 20,615 22,288
Total equity and liabilities 21,197 22,353
The financial statements were approved by the board of directors and
authorised for issue on 1 April 2026 and are signed on its behalf by:
Daryn Robinson
Chairman
STATEMENT OF CHANGES IN EQUITY ATTRIBUTABLE TO EQUITY
SHAREHOLDERS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital Share premiuma Merger reserveb Special reservec Retained earningsd Total
£000's £000's £000's £000's £000's £000's
At 1 January 2024 8,145 17,336 1,534 66,837 (71,293) 22,559
Comprehensive income
Loss for the year - - - - (271) (271)
Total comprehensive income for the year - - - - (271) (271)
At 31 December 2024 8,145 17,336 1,534 66,837 (71,564) 22,288
Comprehensive income
Loss for the year - - - - (1,673) (1,673)
Total comprehensive income for the year - - - - (1,673) (1,673)
At 31 December 2025 8,145 17,336 1,534 66,837 (73,237) 20,615
a The share premium account represents amounts subscribed for share capital
in excess of nominal value, net of directly attributable share issue costs.
b The merger reserve has arisen on the legal acquisition of subsidiary
companies.
c The special reserve relates to a previous reclassification of the share
premium account.
d The retained earnings represents the accumulated retained profits and
losses less dividend payments.
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Notes £000's £000's
Loss before tax (1,673) (271)
Adjustment for:
Finance income 2 (85) (132)
Changes in operating assets and liabilities / working capital:
Decrease/(increase) in receivables 8 4 14
(Decrease)/increase in payables 9 517 (7)
Net cash used in operating activities (1,237) (396)
Cash flow from Investing Activities
Interest received 2 85 132
Short-term deposits - placed on deposit (2,500) (300)
Short-term deposits - receipts from withdrawals 1,150 -
Net cash (used in)/from investing activities (1,265) (168)
Net decrease in cash (2,502) (564)
Cash at the start of year 2,909 3,473
Cash at the end of the year 407 2,909
ACCOUNTING POLICIES
(i) Basis of preparation of the financial statements
Tanfield Group Plc is a public company incorporated in England and quoted on
AIM. These financial statements have been prepared on the going concern basis
in accordance with applicable law and UK-adopted International Accounting
Standards. The financial statements have been prepared under the historical
cost convention, except for the revaluation of certain financial assets and
liabilities measured at fair value.
The financial statements present the company accounts only and have not been
consolidated as the company is deemed to be an investment entity under IFRS
10. The financial statements are prepared in sterling, which is the functional
currency of the company. Monetary amounts in these financial statements are
rounded to the nearest thousand.
The preparation of the financial statements requires management to exercise
its judgement in the process of applying the company's accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are
disclosed below in "Critical accounting estimates and key judgements".
The financial information does not include all information required for full
annual financial statements and therefore does not constitute statutory
accounts within the meaning of section 435(1) and (2) of the Companies Act
2006 or contain sufficient information to comply with the disclosure
requirements of UK-adopted International Accounting Standards. These should be
read in conjunction with the Financial Statements of the Company for the year
ended 31 December 2025 which were approved by the Board of Directors on 1
April 2026. The report of the auditors for the year ended 31 December 2025 was
(i) unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report,
and (iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
(ii) Going concern
The financial statements have been prepared on the going concern basis, which
assumes that the Company will continue to be able to meet its liabilities as
they fall due for the foreseeable future. At 31 December 2025 the Company had
cash and short-term deposits of £2.1m (2024: £3.2m) and approximately £1.5m
as at the date of this report.
The Board believes that it has sufficient cash funds to continue for more than
12 months from the date of this report. While there is no guarantee when a
realisation of value from Snorkel will happen, the Board believes it could
take place within the next 12 months, and it also believes it has sufficient
cash funds to see the US Proceedings reach a conclusion. Having taken the
uncertainties into account the Board believes it is appropriate to prepare the
financial statements on the going concern basis.
(iii) Foreign currencies
Transactions in currencies other than sterling, the functional currency of the
company, are recorded at the rates of exchange prevailing on the dates of the
transactions. At each statement of financial position date, monetary assets
and liabilities that are denominated in foreign currencies are retranslated at
the rates prevailing on the statement of financial position date.
Non-monetary assets and liabilities carried at fair value that are denominated
in foreign currencies are translated at the rates prevailing at the date when
the fair value was determined.
Gains and losses arising on retranslation are included in the income statement
for the period, except for exchange differences on non-monetary assets and
liabilities, which are recognised directly in retained earnings.
(iv) Retirement benefit cost
The company operates a defined contribution pension scheme and pays
contributions to an externally administered pension plan. The company has no
further payment obligations once the contributions have been paid. The
contributions are recognised as an employee benefit expense in the period in
which they fall due.
(v) Financial instruments
Recognition of financial assets and financial liabilities
Financial assets and financial liabilities are recognised on the Company's
statement of financial position when the Company has become a party to the
contractual provisions of the instrument.
Financial assets
Investments
Investments are classified as financial assets at fair value through profit or
loss. They are initially recognised at fair value and subsequently remeasured
at each reporting date. Fair value changes, including realised and unrealised
gains or losses, are recognised in the statement of profit or loss within
"fair value gains/(losses) on investments". Transaction costs are expensed as
incurred.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand less short-term bank
overdrafts.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the
Company after deducting all of its liabilities.
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are shown in equity as a deduction
from the proceeds received.
Trade and other payables
Financial liabilities within trade and other payables are initially recorded
at fair value, which is usually the original invoiced amount, and subsequently
carried at amortised cost.
(vi) Segmental reporting
In accordance with IFRS 8 operating segments are determined on the basis of
information reported to the chief operating decision-maker for decision-making
purposes. The Company considers that it only has one segment and that the
role of chief operating decision-maker is performed by the Tanfield Group
Plc's board of directors.
Accounting standards, interpretations and amendments to published accounts
During the year ended 31 December 2025, the Company has not adopted any new
IFRS, IAS or amendments issued by the IASB, and interpretations by the IFRS
Interpretations Committee, which have had a material impact on the Company's
financial statements.
New and amended standards and interpretations effective from 1 January 2026
not yet adopted by the Company.
Certain new accounting standards and interpretations have been published that
are not mandatory for 31 December 2025 reporting periods and have not been
early adopted by the group. These standards and interpretations are not
expected to have a material impact on the financial statements of the Company
in the current or future reporting periods.
CRITICAL ACCOUNTING ESTIMATES AND KEY JUDGEMENTS
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of accounting estimates and assumptions. It also requires
management to exercise judgement in the process of applying the Company's
accounting policies. We continually evaluate our estimates, assumptions and
judgements based on the most up to date information available.
The estimates and assumptions 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.
Investments
Smith
The status of the Company's holding in Smith Electric Vehicles US Corp was
reviewed during the year. The Board previously advised that the company had
ceased operations and had therefore decided to impair the investment in Smith
to £nil. Subsequently, there has been no change that gives rise to an
expectation of a realisation in value. As such, the Board is maintaining its
view that the investment currently has £nil value.
Nevertheless, the Board acknowledges that there is a chance the investment
could result in a return to Shareholders and will continue to monitor the
investment. Should something change in the future the valuation of the
investment will be revisited.
Snorkel International
The status of the Company's holding in Snorkel International Holdings LLC was
reviewed at the end of the year, taking into consideration the court's rulings
in the US Proceedings which confirmed the Board's opinion that the Preferred
Interest is the minimum value due upon the exercise of the call option, and
that the call option was exercised in November 2018. The Board has concluded
that, while Tanfield continues to retain an investment in Snorkel
International (currently valued at £19.1m), consisting of a 49% interest and
the Preferred Interest, now that the court has confirmed a call option was in
fact exercised in November 2018, the future performance of Snorkel should no
longer have a bearing on the valuation and therefore holding the investment as
a trade investment continues to be the correct treatment.
Since the Joint Venture in October 2013, Snorkel achieved increased year on
year sales levels, with the exception of 2020, when the impact of the Covid-19
pandemic saw the first reduction of sales. Since then, Snorkel resumed year
on year sales increases, with a noticeable increase in operating profitability
in the 2023 financial year. However, towards the end of 2024 and beyond,
Snorkel experienced a drop in sales and profitability which the Board
understands to have been caused in part due to more difficult market
conditions, particularly those impacting the United States (e.g. high interest
rates and tariffs).
The Board is not aware of any material changes to such market conditions and
have not been made aware of any specific reasons why conditions would not
continue to be more difficult for the remainder of 2026. However, Snorkel's
current financial performance should no longer directly impact the Company's
valuation of its investment, given the court's ruling in the US Proceedings.
In October 2019, the Board received the US Proceedings, in which Xtreme, via
its subsidiary SKL and Snorkel International, alleged that Tanfield refused to
sign over its interest in Snorkel International for £nil consideration. It
was always the Board's belief that the intent of Tanfield, its non-conflicted
directors at the time and its shareholders, as well as the contractual terms,
require that the Preferred Interest is paid to the Company as part of the call
option terms, a contractual mechanism for Xtreme to acquire the Company's 49%
holding in Snorkel International. Xtreme alleged that this was not their
intent or understanding of the transaction despite both they, and their
advisers, reviewing and commenting on the Circular prior to its distribution
to shareholders, which in the Board's opinion clearly described payment of the
Preferred Interest as a requirement of the call option. They also alleged
that they did not believe payment of the Preferred Interest was a requirement
of the contractual agreements.
The position of Xtreme, which was the premise of the US Proceedings, was that
while they accept that Tanfield received a 49% interest in Snorkel
International and an adjusted Priority Amount of $22.5m (adjusted from the
headline $50m value detailed in the Circular, and with interest accruing via
the Preferred Return) in exchange for contributing the entire Snorkel division
to the Joint Venture, and gave Xtreme a 51% controlling interest, they alleged
that because Snorkel International, under Xtreme's control, failed to achieve
a 12 month EBITDA of $25m prior to 30 September 2018, that Tanfield's $22.5m
Priority Amount plus the Preferred Return interest simply disappeared.
During 2025, the court in the US Proceedings agreed with Tanfield's position,
and confirmed via two court orders that the terms of the Joint Venture
agreements are such that if the call option is exercised, the Preferred
Interest value must be paid, in addition to the Option Price, and that Snorkel
International did in fact exercise the call option in November 2018,
triggering the contractual obligation to pay both the Preferred Interest and
the Option Price values.
Given the court's rulings, November 2018 is the date upon which the value of
the Option Price to buy the Company's 49% membership will be based. The
Option Price is still a matter that is to be decided at trial, and it could be
as low as £nil, as alleged by Xtreme, or it could be a positive value that
would be due in addition to the Preferred Interest.
The valuation of £19.1m has been assessed against the minimum contractual
value, being the Preferred Interest, that is due under the call option
exercise, as well as taking in to account potential further values due via the
Option Price. In coming to this opinion, the Board has considered the impact
of exchange rate movements given that any proceeds will be received in USD,
considering current, historic and average exchange rates.
Between 1 January 2025 to 31 December 2025, the range of the GBP to USD
exchange rate had a low of 1.2168 and a high of 1.3743, the average being
1.3188. Taking the court-confirmed USD$25.3m value of the Preferred Interest,
then based on the low of 1.2168 the valuation increases by approximately 9% to
£20.8m., Based on the high of 1.3743 the valuation reduces by approximately
3% to £18.4m and based on the average of 1.3188 it increases by approximately
1% to $19.2m, giving a potential movement of 12% in the valuation. Whilst the
Board is not in a position to mitigate any potential exchange rate variation,
until such time as the realisation of the Snorkel International investment
occurs, it will continue to consider such means as may be possible to maximise
the GBP return to shareholders.
As the value of the Option Price remains unknown, the Board notes that the
valuation could potentially increase beyond the £19.1m which is underpinned
by the Preferred Interest element. However, since Xtreme claim the Option
Price at the time of the call option was £nil, to be prudent the Board does
not intend to increase the valuation until the outcome is known.
The Board also caveats that a number of factors could influence the valuation
and that as well as the outcome of the Option Price value, Tanfield has
brought a number of other counter claims against Xtreme and its associates
which could increase the valuation, but would not reduce it.
Given the court's favourable rulings, the Board considers the current
valuation remains appropriate, and no increase, or reduction in the fair
value, is required at this time.
While Snorkel International has filed a notice of appeal in relation to the
court's rulings, the Board has no reason to believe the supreme court will not
uphold the rulings made by the district court in the US Proceedings.
Whilst the timing and exact quantum of realisation of the investment remains
unclear, the Board is of the opinion that the investment in Snorkel
International will result in a return to shareholders in the future, that the
current value of the investment of £19.1m remains appropriate and there is
not an alternative, more reliable valuation of the investment than the current
estimate.
NOTES TO THE ACCOUNTS
1. Staff costs
2025 2024
Aggregate remuneration comprised £000's £000's
Wages and salaries 197 144
Social security costs 1 -
Other pension costs 15 15
Total staff costs 213 159
2025 2024
Average monthly number of employees No. No.
Directors 2 2
Total 2 2
All staff costs relate to Directors' remuneration. Details of Directors'
fees and salaries, bonuses, pensions, benefits in kind and other benefit
schemes together with details in respect of Directors' share option plans are
given in the Directors' Remuneration Report.
2. Finance expense and finance income
2025 2024
Finance expense £000's £000's
Interest and borrowing cost - -
Total finance expense - -
2025 2024
Finance income £000's £000's
Interest on cash, cash equivalents & financial instruments 85 132
Total finance income 85 132
3. Other operating expenses
2025 2024
£000's £000's
Property related expenses 13 21
Auditor's remuneration (see below) 25 25
Legal and professional fees 1,489 193
Other operating expenses 25 21
Total operating expenses 1,552 260
Auditor's remuneration
Amounts payable to RSM UK Audit LLP and their associates in respect of both
audit and non-audit services are as follows:
2025 2024
£000's £000's
Audit Services
· statutory audit of accounts 25 25
4. Taxation
Analysis of and factors affecting taxation charge
The taxation charge on the loss for the year differs from the amount computed
by applying the corporation tax rate to the loss before taxation as a result
of the following factors:
2025 2024
£000's £000's
(Loss)/profit before taxation (1,673) (271)
Notional taxation charge at UK rate of 19% (2024: 19%) (318) (52)
Effects of:
Non-deductible expenses 273 27
Deferred tax asset not recognised in the period 45 25
Total taxation charge in the income statement - -
The Company has tax losses of approximately £6.1m (2024: £5.8m) available to
carry forward against future profits of the same trade. No deferred tax asset
has been recognised due to the uncertainty of future profitability of the
Company.
5. Loss per share
Basic loss per share is calculated by dividing the loss attributable to equity
shareholders by the weighted average number of shares in issue during the
period. The average share price during the year was 3.78p (2024: 3.78p).
2025 2024
No. No.
Number of shares 000's 000's
Weighted average number of ordinary shares for the purposes of earnings per 162,907 162,907
share
Loss
2025 2024
From operations £000's £000's
Loss for the purposes of earnings per share (1,673) (271)
Loss per share
Basic and diluted earnings per share (p) (1.03) (0.17)
6. Non-current investments
A summary of the non-current investments is shown below:
2025 2024
£000's £000's
Investment in Smith Electric Vehicles US Corp - -
Investment in Snorkel International Holdings LLC 19,100 19,100
Total non-current investments 19,100 19,100
Smith Electric Vehicles US Corp
At 31 December 2025, the Company held a 5.76% (2024: 5.76%) share of the
issued share capital of Smith Electric Vehicles US Corp, a company registered
in the US. In 2015 the Board decided to impair the investment in Smith to
£nil and they continue to maintain this position. However, the Board will
continue to monitor the investment.
Snorkel International Holdings LLC
At 31 December 2025, the Company, through its subsidiary HBWP, held a 49%
(2024: 49%) membership interest in Snorkel International Holdings LLC, a
company registered in the US. This shareholding is being held as a
non-current investment at fair value (2025: £19.1m, 2024: £19.1m). The
cumulative reduction in fair value of this investment is £17.2m (2024:
£17.2m). See Strategic Report and critical accounting estimates and
judgements for further considerations.
7. Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term deposits held by the
Company. The carrying amount of these assets approximates their fair value.
The Company primarily holds cash and cash equivalents in Sterling bank
accounts.
2025 2024
£000's £000's
Cash and cash equivalents 2,057 3,209
8. Trade and other receivables
2025 2024
£000's £000's
Receivable within one year
Other debtors and prepayments 40 44
40 44
The directors consider that the carrying amounts of trade and other
receivables, recognised at amortised cost, approximates to their fair value.
9. Trade and other payables
The directors consider that the carrying amounts of trade and other payables
approximates to their fair value.
2025 2024
£000's £000's
Payable within one year 449 9
Trade payables 3 3
Social security and other taxes 130 35
Accrued expenses 582 65
Average credit period taken on trade purchases (days)a 12
106
a Creditor days have been calculated as trade payables over other operating expenses multiplied by 365 days.
10. Share capital and share premium
The Company has one class of ordinary shares which carry no right to fixed
income. All shares are fully paid up.
Nominal share value Number of shares Share capital £000's Share premium £000's
At 1 January 2024 5p 162,906,850 8,145 17,336
-
At 31 December 2024 5p 162,906,850 8,145 17,336
At 31 December 2025 5p 162,906,850 8,145 17,336
11. Financial risk management
The Company's operations are exposed to various financial risks which are
managed by various policies and procedures. The main risk and their related
management are discussed below:
Credit risk management
The Company's exposure to credit risk arises from its trade and other
receivables and cash deposits with financial institutions.
The Company's maximum exposure to credit risk is summarised below:
2025 2024
£000's £000's
Trade and other receivables 1 2
Cash 407 2,909
Short-term deposits 1,650 300
2,058 3,211
Liquidity risk management
The Company is exposed to liquidity risk arising from having insufficient
funds to meet the Company's future financing needs. The Company's liquidity
management process includes projecting cash flows and considering the level of
liquid assets available to meet future cash requirements along with monitoring
statement of financial position liquidity. The Board reviews forecasts,
including cash flow forecasts on a quarterly basis.
Maturity analysis
The table below analyses the Company's financial liabilities on a contractual
gross undiscounted cash flow basis into maturity groupings based on amounts
outstanding at the statement of financial position date up to the contractual
maturity date.
Within 1 year 1 to 5 years Over 5 years Total
£000's £000's £000's £000's
2025
Trade and other payables 582 - - 582
582 - - 582
2024
Trade and other payables 65 - - 65
65 - - 65
Foreign exchange risk management
The Company is exposed to movements in foreign exchange rates due to any
realisation of its investment in Snorkel International being denominated in
foreign currencies. The carrying amount of the company's investment in
Snorkel International at 31 December 2025, which is denominated in USD, is
£19.1m (2024: £19.1m). During 2025, the GBP to USD exchange rate averaged
1.3188 with a low of 1.2168 and a high of 1.3743. See critical accounting
estimates and key judgements for further details of the impact of changes in
the exchange rates. The company has no other material assets or liabilities
denominated in foreign currencies. If appropriate the Company can use
currency derivative financial instruments such as foreign exchange contracts
to reduce exposure. These were not used in the period.
Capital management
The Company's main objective when managing capital is to protect returns to
shareholders. The Company also aims to maximise its capital structure of
debt and equity so as to minimise its cost of capital. The Company manages
its capital with regard to risks inherent in the business and the sector in
which it operates by monitoring its gearing ratio on a regular basis. The
Company considers its capital to include share capital, share premium, special
reserve, share option reserve, merger reserve and retained earnings. No
gearing is currently calculated as the Company had no borrowings during the
year.
12. Contingencies
Authorised Guarantee Agreement
At the time of the Joint Venture between Tanfield Group Plc and Xtreme
Manufacturing LLC relating to Snorkel International in October 2013, Tanfield
Group Plc was the tenant of the Vigo Centre manufacturing facility from which
the Snorkel division carried out its UK manufacturing operations. In order to
gain permission to assign the lease to Snorkel Europe Limited, Tanfield Group
Plc entered into an authorised guarantee agreement on the 25-year lease which
commenced 27 June 2006.
13. Related party transactions
Remuneration of key personnel
The remuneration of the key management personnel, which includes Directors, is
set out below in aggregate for each of the categories specified in IAS 24
Related Party Disclosures. Further information about the remuneration of
individual directors, including the remuneration of the highest paid director,
is provided in the Directors' Remuneration Report.
2025 2024
£000's £000's
Salaries and short-term benefits including NI 198 144
Post employment benefits 15 15
213 159
14. Retirement benefits
The Company operates a defined contribution retirement benefit plan for all
qualifying employees. The total cost charged to income of £15k (2024: £15k)
represents contributions payable to that scheme by the Company at rates
specified in the rules of the scheme. As at 31 December 2025, contributions of
£nil (2024: £nil) due in respect of the current reporting period had not
been paid over to the scheme.
15. Financial instruments recognised in the statement of financial position
2025 2024
Assets Amortised cost Fair value through profit and loss Total Amortised cost Fair value through profit and loss Total
£000's £000's £000's £000's £000's £000's
Current financial assets
Trade and other receivables 1 - 1 2 - 2
Investments - 19,100 19,100 - 19,100 19,100
Cash and cash equivalents 2,057 - 2,057 3,209 - 3,209
Total 2,058 19,100 21,158 3,211 19,100 22,311
2025 2024
Liabilities Amortised cost Fair value through profit and loss Total Amortised cost Fair value through profit and loss Total
£000's £000's £000's £000's £000's £000's
Current liabilities
Trade and other payables 582 - 582 65 - 65
Total 582 - 582 65 - 65
Financial assets and liabilities measured at fair value are measured using a
fair value hierarchy that reflects the significance of the inputs used in
making the fair value measurements, as follows:-
· Level 1 - Unadjusted quoted prices in active markets for
identical asset or liabilities ('quoted prices');
· Level 2 - Inputs (other than quoted prices in active markets for
identical assets or liabilities) that are directly or indirectly observable
for the asset or liability ('observable inputs'); or
· Level 3 - Inputs that are not based on observable market data
('unobservable inputs').
All of the company's financial assets and liabilities measured at fair value
are measured using level 3 valuations in both the year ended 31 December 2025
and the year ended 31 December 2024.
The fair value investment is measured against the contractual terms of the
Joint Venture with Xtreme, as detailed in the circular distributed to
shareholders to fully explain the terms of the transaction - and thereby seek
their authority to enter into the transaction. Further details are provided
in the strategic report and in the critical accounting estimates and key
judgements.
16. Investments
The tables below give brief details of the Company's investments at 31
December 2025. The Company had no operating subsidiaries as of 31 December
2025.
Investments Principal activity Group Interest in allotted capital & voting rights Country of incorporation
Smith Electric Vehicles US Corp Electric vehicle manufacture 5.76% US
HBWP Inc Holding Company 100.00% US
Snorkel International Holdings LLC a Holding Company 49.00% US
Tanfield Engineering Systems US (Inc) b Powered Access 49.00% US
Snorkel Europe Ltd b Powered Access 49.00% UK
Snorkel International Inc b Powered Access 49.00% US
Snorkel New Zealand Limited b Powered Access 49.00% NZ
a The Company's interest is held indirectly through HBWP Inc, a wholly owned
subsidiary
b The Company's interest is held indirectly through HBWP Inc's membership in
Snorkel International Holdings LLC
Liquidity risk management
The Company is exposed to liquidity risk arising from having insufficient
funds to meet the Company's future financing needs. The Company's liquidity
management process includes projecting cash flows and considering the level of
liquid assets available to meet future cash requirements along with monitoring
statement of financial position liquidity. The Board reviews forecasts,
including cash flow forecasts on a quarterly basis.
Maturity analysis
The table below analyses the Company's financial liabilities on a contractual
gross undiscounted cash flow basis into maturity groupings based on amounts
outstanding at the statement of financial position date up to the contractual
maturity date.
Within 1 year 1 to 5 years Over 5 years Total
£000's £000's £000's £000's
2025
Trade and other payables 582 - - 582
582 - - 582
2024
Trade and other payables 65 - - 65
65 - - 65
Foreign exchange risk management
The Company is exposed to movements in foreign exchange rates due to any
realisation of its investment in Snorkel International being denominated in
foreign currencies. The carrying amount of the company's investment in
Snorkel International at 31 December 2025, which is denominated in USD, is
£19.1m (2024: £19.1m). During 2025, the GBP to USD exchange rate averaged
1.3188 with a low of 1.2168 and a high of 1.3743. See critical accounting
estimates and key judgements for further details of the impact of changes in
the exchange rates. The company has no other material assets or liabilities
denominated in foreign currencies. If appropriate the Company can use
currency derivative financial instruments such as foreign exchange contracts
to reduce exposure. These were not used in the period.
Capital management
The Company's main objective when managing capital is to protect returns to
shareholders. The Company also aims to maximise its capital structure of
debt and equity so as to minimise its cost of capital. The Company manages
its capital with regard to risks inherent in the business and the sector in
which it operates by monitoring its gearing ratio on a regular basis. The
Company considers its capital to include share capital, share premium, special
reserve, share option reserve, merger reserve and retained earnings. No
gearing is currently calculated as the Company had no borrowings during the
year.
12. Contingencies
Authorised Guarantee Agreement
At the time of the Joint Venture between Tanfield Group Plc and Xtreme
Manufacturing LLC relating to Snorkel International in October 2013, Tanfield
Group Plc was the tenant of the Vigo Centre manufacturing facility from which
the Snorkel division carried out its UK manufacturing operations. In order to
gain permission to assign the lease to Snorkel Europe Limited, Tanfield Group
Plc entered into an authorised guarantee agreement on the 25-year lease which
commenced 27 June 2006.
13. Related party transactions
Remuneration of key personnel
The remuneration of the key management personnel, which includes Directors, is
set out below in aggregate for each of the categories specified in IAS 24
Related Party Disclosures. Further information about the remuneration of
individual directors, including the remuneration of the highest paid director,
is provided in the Directors' Remuneration Report.
2025
2024
£000's
£000's
Salaries and short-term benefits including NI
198
144
Post employment benefits
15
15
213
159
14. Retirement benefits
The Company operates a defined contribution retirement benefit plan for all
qualifying employees. The total cost charged to income of £15k (2024: £15k)
represents contributions payable to that scheme by the Company at rates
specified in the rules of the scheme. As at 31 December 2025, contributions of
£nil (2024: £nil) due in respect of the current reporting period had not
been paid over to the scheme.
15. Financial instruments recognised in the statement of financial position
2025 2024
Assets Amortised cost Fair value through profit and loss Total Amortised cost Fair value through profit and loss Total
£000's £000's £000's £000's £000's £000's
Current financial assets
Trade and other receivables 1 - 1 2 - 2
Investments - 19,100 19,100 - 19,100 19,100
Cash and cash equivalents 2,057 - 2,057 3,209 - 3,209
Total 2,058 19,100 21,158 3,211 19,100 22,311
2025 2024
Liabilities Amortised cost Fair value through profit and loss Total Amortised cost Fair value through profit and loss Total
£000's £000's £000's £000's £000's £000's
Current liabilities
Trade and other payables 582 - 582 65 - 65
Total 582 - 582 65 - 65
Financial assets and liabilities measured at fair value are measured using a
fair value hierarchy that reflects the significance of the inputs used in
making the fair value measurements, as follows:-
· Level 1 - Unadjusted quoted prices in active markets for
identical asset or liabilities ('quoted prices');
· Level 2 - Inputs (other than quoted prices in active markets for
identical assets or liabilities) that are directly or indirectly observable
for the asset or liability ('observable inputs'); or
· Level 3 - Inputs that are not based on observable market data
('unobservable inputs').
All of the company's financial assets and liabilities measured at fair value
are measured using level 3 valuations in both the year ended 31 December 2025
and the year ended 31 December 2024.
The fair value investment is measured against the contractual terms of the
Joint Venture with Xtreme, as detailed in the circular distributed to
shareholders to fully explain the terms of the transaction - and thereby seek
their authority to enter into the transaction. Further details are provided
in the strategic report and in the critical accounting estimates and key
judgements.
16. Investments
The tables below give brief details of the Company's investments at 31
December 2025. The Company had no operating subsidiaries as of 31 December
2025.
Investments Principal activity Group Interest in allotted capital & voting rights Country of incorporation
Smith Electric Vehicles US Corp Electric vehicle manufacture 5.76% US
HBWP Inc Holding Company 100.00% US
Snorkel International Holdings LLC a Holding Company 49.00% US
Tanfield Engineering Systems US (Inc) b Powered Access 49.00% US
Snorkel Europe Ltd b Powered Access 49.00% UK
Snorkel International Inc b Powered Access 49.00% US
Snorkel New Zealand Limited b Powered Access 49.00% NZ
a The Company's interest is held indirectly through HBWP Inc, a wholly owned
subsidiary
b The Company's interest is held indirectly through HBWP Inc's membership in
Snorkel International Holdings LLC
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