20 May 2026

 

CT Automotive Group plc

("CT Automotive" or the "Group")

                                                                                       Final Results

 

CT Automotive, a leading designer, developer and supplier of interior components to the global automotive industry, today announces its results for the year ended 31 December 2025 ("FY25").

CEO Simon Phillips commented:

"FY25 was a year that tested the entire automotive sector, yet CT Automotive has continued to demonstrate resilience and strategic agility. Despite volatility in the market, we delivered a solid financial performance, with a third consecutive year of improved profit before tax.  We strengthened margins and won the highest level of new business wins in the Company's history. Our ability to rapidly near-shore programs from China to Mexico and support customers seeking tariff-resilient supply routes has become a clear competitive advantage, and has already translated into material new program wins.

We have invested further in our Mexico facility to support growing demand, expanded our global sales team to deepen customer engagement in every major region, and continued to embed AI and automation throughout our operations. These actions have underpinned record RFQ activity, and we enter FY26 with confidence in our ability to continue delivering improved performance."

Financial highlights

	FY25	FY24¹ (restated)	% Change
	$m	$m
Revenue	114.8	119.7	(4.1%)
Gross profit	35.0	33.1	5.7%
Gross profit margin	31%	28%	295 bps
Adjusted EBITDA²	14.8	14.8	0.0
Adjusted PBT²	9.5	7.9	20.3%
Reported PBT	9.1	6.6	38%
Basic  EPS	11.4c	9.2	23.9%
Net debt³	7.7	6.2	24.2%

 

¹FY24 restated following prior year adjustments

²Adjusted for non-cash foreign exchange translation losses/gain of $0.5m gain (FY24: $1.2m loss) hyperinflation of $0.4m (FY24: $0.2m) and one-off redundancy costs of $0.4m (FY24: nil) as explained in the Notes below

³ Net debt excludes IFRS 16 lease liabilities

FY25 Financial Highlights

·      Adjusted profit before tax increased by 20% to $9.5m (FY24: $7.9m restated).  Third consecutive year of improved adjusted PBT

·      A further improvement of 295 bps in gross profit margin, to 31%, driven by cost efficiencies, and integration of AI, automation, and digitisation strategies

·      Further investment in capital expansion of $5.6m to expand Mexican production facility and fund improvements in Chinese plant

 FY25 Operational Highlights

·      Successful scale-up of our Mexican production facility

·      15 contract wins in FY25 worth $47m in annualised revenue (when all fully operational over the next three years)

·      Sales team delivering a strengthened RFQ and RFI pipeline

·      Two new OEM customers have completed audits in CT facilities

·      Relentless focus on direct and overhead cost reduction program, as well as the continued adoption of robotics, automation, digitisation and AI

Current Trading and Outlook

·      Current trading in line with management expectations. $47m of new contract wins secured in FY25 providing strong and visible revenue growth

·      Streamlined and robust business operating effectively in a volatile macro-economic environment

·      In-house AI department developing a cutting-edge agentic factory operating system, with planned roll-out in Q4 2026

·      Looking further ahead, the sales team enters FY26 with the strongest pipeline and order book in the Company's history and the $47m of new wins changes the picture materially for FY27.

As a result, the Board is targeting a reduction in net debt in later years as cash builds

Investor Presentation

Simon Phillips, Chief Executive Officer and Ray Bench, Non-Executive Chairman, will provide a live presentation relating to the Full Year Results via Investor Meet Company on 20 May 2026, 10:00 BST.

Investors can sign up to Investor Meet Company for free and add to meet CT AUTOMOTIVE GROUP PLC via:

https://www.investormeetcompany.com/ct-automotive-group-plc/register-investor

 

Enquiries:

CT Automotive Ray Bench, Non-Executive Chairman Simon Phillips, Chief Executive Officer
Singer Capital Markets Advisory LLP (Nominated Adviser and Broker) Alex Bond, Daniel Ingram, Samed Ethemi	Tel: +44 (0)20 7496 3000

 

Notes to editors

CT Automotive is engaged in the design, development and manufacture of bespoke automotive interior finishes (for example, dashboard panels and fascia finishes) and kinematic assemblies (for example, air registers, arm rests, deployable cup holders and storage systems), as well as their associated tooling, for the world's leading automotive original equipment manufacturers ("OEMs") and global Tier One manufacturers.

The Group is headquartered in the UK with a low-cost manufacturing footprint. Key production facilities are located in China with additional manufacturing facilities in Mexico and Türkiye and distribution facilities and assembly lines in Europe, Asia and the US.  The Company has a low-cost design and administrative centre in India.

CT Automotive's operating model enables it to pursue a price leadership strategy, supplying high quality parts to customers at a lower overall landed cost than competitors. This has helped the Group build a high-quality portfolio of OEM customers, both directly and via Tier One suppliers including Forvia and Marelli.  End customers include volume manufacturers, such as Nissan, Ford, GM and Volkswagen Audi Group, and premium luxury car brands such as Bentley and Lamborghini.  In addition, the Group supplies all our customer base with a range of products for PHEV and BEV platforms and supplies electric car manufacturers, including Rivian and a US based major EV OEM.

The Group currently supplies component part types to over 64 different models for 21 OEMs. Since its formation, the Group has been one of the very few new entrants to the market, which is characterised by high barriers to entry.

Chair's Statement

Overview

I am pleased to present another strong financial performance from CT Automotive. Our relentless drive for operational efficiency, supported by the continued adoption of AI, digitisation and robotics, has delivered sustained continuous improvement in our adjusted profit before tax for a third consecutive year. 

During 2025, fluctuating trade policy created significant disruption across the automotive industry.  Rapidly changing tariff regimes, in some cases implemented with little notice, affected OEM production planning, global logistics and just-in-time supply chains, and created risks to OEM production lines.

Sheltering from tariff exposure by seeking alternative production locations and near-shoring supply chains increased in importance for our customers.  CT Automotive was able to take advantage of this by offering to supply from our Mexican production facility, providing a shelter from tariff exposure and near-shoring supply lines to more reliable overland routes. 

We were not immune to global trade disruption however, and suffered volume reductions due to OEMs de-stocking, reducing production volumes and delaying start of production on some new programs.  As a consequence, and with pricing remaining stable, revenue was down slightly from the prior year at $114.8 million (FY24: $119.7 million), a reduction of 4%. 

Despite these external pressures, CT Automotive improved adjusted profit before tax for the third consecutive year, up by 20% to $9.5 million (FY24: $7.9 million restated) demonstrating that our relentless focus on operational efficiency and cost management is delivering sustained results. Reported PBT was $9.1 million, up by 38% in comparison to FY24 ($6.6 million restated). To achieve this, we have continued to adopt the latest technology, improving margins by increasing automation, digitisation and robotics and incorporating AI driven systems into our manufacturing processes.  From early 2026, we are now utilising a bespoke agentic AI system within our production facility in Mexico, making CT Automotive one of the most technologically advanced manufacturers in our sector. 

Board Changes

At the end of the financial year, Nick Timberlake stepped down from his role as Non-Executive Director. In addition, in early 2026, Salman Mohammed resigned as Chief Financial Officer. The Board would like to thank both Nick and Salman for their contributions to CT Automotive and wish them well in their future endeavours.  Following these changes, our Group Head of Finance, Anshul Gupta, and Group Financial Controller, Victoria Thomas, lead the finance function and report directly to the Board with the support of Geraint Davies, Senior Independent Non-Executive Director and Chair of the Audit and Risk Committee.  The Board will determine the most effective longer-term structure for finance within CT Automotive in due course. 

In February 2026, we were pleased to welcome Gary McGrath to the Board as an Independent Non-Executive Director. Gary, a chartered accountant with over 30 years' international finance experience, brings extensive operational and listed company expertise, which will strengthen the Board's capabilities in finance, strategic planning, governance and investor engagement.

Prior year adjustments

The Board has been concerned by the discovery of certain accounting misstatements, the primary impact of which is a downward adjustment in FY24 adjusted profit before tax of $0.8 million and a reduction in net assets of $5.0 million.  The detail for this is provided in the Finance Review and Note 2 to the Consolidated Financial Statements. The Group has conducted a comprehensive review of the Group's balance sheet and historical accounting treatments and has satisfied itself that no further adjustments are required and that it has a more robust internal financial control structure in place to avoid any future repetition. None of these prior period accounting adjustments affect working capital or cash and have no impact on the underlying operational performance of the business in FY25 or the Group's expected future financial performance.

Governance and culture

As I said in my statement last year, we remain focused on what we can control, and we have delivered on that.  Our relentless drive for cost reduction, utilising the latest technology, has produced a third consecutive year of improvement in reported PBT.  Our entrepreneurial culture means we continue to evolve at pace and this year we have successfully scaled-up production in our Mexican facility, and streamlined our operations in China, with Shenzhen now an innovation and technology hub and production consolidated in Ganzhou. Our facility in Türkiye is operating well and remains profitable despite the impact of ongoing hyper-inflation in the region. 

The significant scale-up of production in our Mexican facility has demonstrated the strength of our culture. Teams from across the Group provided hands-on support on the ground in Mexico, working tirelessly alongside local operators to deliver program launches. The senior leadership team have been heavily involved in Mexico, identifying and resolving implementation issues and seizing the opportunity to deploy new AI technology to take operational efficiency beyond that anywhere else in the Group. 

I would like to recognise the dedication and commitment shown by employees across the business during what has been a particularly demanding year. 

Our training programs have continued to improve, again using the latest technology to deliver relevant and targeted training, and our focus on health and safety has delivered a reduction in reportable HSE incidents from 55 in 2024 to just 24 in 2025. Our sustainability program continues to progress, as we work to improve the environmental performance of our products and operations in support of our customers' sustainability objectives.   

Finally, our expanded sales team is now in place and beginning to deliver new customers and increased content per vehicle platform, all of which will go straight to the bottom line.  Importantly, our facilities retain additional capacity to support future growth without requiring significant additional capital investment.

Looking ahead

When I look back at 2025 and consider the volatile macro-economic backdrop, I am proud of the resilience of our teams and the financial results we have delivered.   CT Automotive is a financially robust business, with a strong culture and an experienced leadership team working collaboratively across our international operations. 

We are now well placed to increase market share in our traditional automotive market, as well as potentially developing new complementary revenue streams leveraging our technical capabilities. 

As we progress through 2026, I am confident in our strategy and our ability to deliver a strong financial performance, despite the current macro-economic challenges the world is facing, not least, the conflict in the Gulf which is only starting to impact global markets.  I also know we will not rest on our laurels and will continue to seek continuous improvement in all aspects of our business.

CEO's Statement

Introduction

The Group delivered a strong financial performance in 2025, achieving its highest adjusted profit before tax in the past four years at $9.5 million (FY24: $7.9 million restated). Reported profit before tax was $9.1 million, up by 38% in comparison to FY24 ($6.6 million restated). While the global automotive sector continues to experience structural change and uncertainty, CT Automotive has remained focused on innovation, operational discipline, and strategic positioning in order to strengthen the business for long-term sustainable growth.

During the year, the Group delivered improvements across several key financial metrics, including gross margin and adjusted profit before tax. Gross margin improved by 295 basis points to 31% (FY24: 28%) and adjusted profit before tax was $9.5 million (FY24: $7.9 million restated).  These gains have been achieved through a combination of continuous adoption of the latest technology to drive operational efficiencies through our manufacturing processes, and further automation within our production facilities to ensure that CT Automotive remains a leading high-tech manufacturer in our market sector.

We continued our relentless focus on driving operational efficiency throughout the business integrating further automation and digitisation into our operations.  In early 2026, we adopted the latest technology, agentic AI, to begin to develop a Factory Operating System (FOS) and assist with the continuing scale-up of our operations in Mexico.  This has proved to be a significant step towards our broader strategy of innovation, integrating advanced digital technologies into our manufacturing environments.

During the preparation of the Consolidated Financial Statements, certain accounting misstatements were identified.  The detail for this is provided in the Finance Review and Note 2 to the Consolidated Financial Statements. None of these prior period accounting adjustments affect working capital or cash and have no impact on the underlying operational performance of the business in FY25 or the Group's expected future financial performance.

Operational review

A key contributor to margin improvement has been our continued investment in Engineering, Design and Development (ED&D) capabilities. Over recent years we have deliberately invested in additional tooling, plant and technical capabilities in order to vertically integrate activities that were previously subcontracted. By bringing these capabilities in-house, we have not only strengthened our technical offering to customers but also materially improved the profitability of our ED&D operations.

Our Mexican facility scaled up production during the year, as programs were transferred from our Chinese locations in order to benefit from reduced tariff exposure and near-shoring of supply.  During the second half of the year our teams successfully executed six new program launches simultaneously, demonstrating the Group's ability to scale production rapidly in response to customer demand.

This rapid growth in production inevitably created some short-term inefficiencies, which are being tackled with the help of the ongoing development of a bespoke Factory Operating System, over-layering agentic AI onto existing systems.  Operations have returned to previously targeted efficiency levels, but further efficiencies have been identified as we begin to adopt the new system. 

While the year delivered strong financial progress, it was not without its challenges. Tariff uncertainty affected global demand and Chinese OEMs continued to take market share.  Marelli Corporation, an important customer to the Group, entered chapter 11 administration, and in the early part of the year, the Group experienced significant salary demands from the unions within our Türkiye operations. These events have been, and continue to be, carefully and successfully managed by the Group's leadership team.  Moreover, rather than viewing these events solely as a challenge, they have prompted a broader strategic review of how our business and operations should evolve, including consideration of ancillary production locations in lower labour cost jurisdictions and opportunities to further increase our revenue. 

Technological advances

As mentioned above, operationally, the second half of the year saw the Group navigating a complex scale-up phase at our Mexico manufacturing facility, as several new programs entered production at the same time. While this created short-term operational challenges, it also served as a catalyst for significant innovation within our manufacturing systems.

The internally developed Factory Operating System is an AI-enabled digital platform designed to sit above our traditional Enterprise Resource Planning (ERP) system and Manufacturing Execution System (MES). This new system integrates real-time production data, operational performance metrics and supply chain information to provide management with a significantly higher level of visibility and decision-making capability across our factories.  As this new system is proved out, potential wider market opportunities for this will be considered.

Through the integration of advanced digital systems, data connectivity and artificial intelligence, we believe CT Automotive is one of the most technologically advanced AI-enabled manufacturers within our sector. These capabilities are already delivering operational benefits within our production facilities and represent an important step in the Group's broader strategy of innovation - integrating advanced digital technologies into manufacturing environments.

Sales

From a commercial perspective, in 2025 the Group continued the major restructuring of its global sales organisation, begun at the end of 2024, and which is now delivering significant results that will flow though into future revenues. Our sales strategy has shifted towards a more structured regional focus, with dedicated teams covering North America, South America, Europe, Japan and Southeast Asia.

Alongside this regional structure, we have invested significantly in improving the quality of market intelligence, using detailed program launch data and vehicle production forecasts to target new opportunities more effectively. Importantly, we have also strengthened the technical capability of our sales organisation by bringing experienced engineers into commercial roles. This enables our teams to engage with customers not only on pricing but also on engineering solutions and product integration, which is proving to be a powerful differentiator.

As a result of this restructuring, the Group secured the highest level of new business wins in the Company's history during 2025, with approximately $47 million annualised revenue when all 15 new program awards are fully operational within the next three years. These program wins provide strong visibility of future revenues as they move through development and into production.

Strategy

CT Automotive has prioritised strengthening profitability in recent years and creating a solid platform for growth, in line with shareholders expectations. Given the significant uncertainty within the automotive sector over this period - including geopolitical tensions, tariff developments, supply chain disruption and evolving strategies around electric versus internal combustion vehicle platforms - the Group's strategy has been to focus first on building a leaner, more resilient operating structure.

With that lean platform firmly established, and with a strengthened sales and commercial organisation in place, our focus has now shifted to the top line and the new programs secured in 2025 are expected to begin driving both revenue growth and further profitability improvements in the years ahead.

Under strong entrepreneurial leadership, we are also directing resource towards developing new revenue streams that complement our existing core business, including opportunities to expand beyond the automotive sector leveraging our technologically advanced manufacturing capabilities.

Customers

The Group was delighted to strengthen its relationship with several leading OEM customers during the year, and passed challenging customer audits for two new OEMs that opens the door to begin supplying to them.  We service 21 OEMs, and this now includes supplying a new product, to a new customer using in-mould decoration (IMD).  We intend to build on this and expand our IMD product range.  

CT Automotive is particularly proud to be a development partner on the new R2 platform for Rivian (an existing OEM customer).  Throughout 2025, our engineering and development teams worked closely with Rivian as the R2 platform progressed through its development phases, and this has resulted in securing meaningful product content on one of the most highly anticipated electric vehicle launches, scheduled for launch in 2026.  Market reaction to the vehicle has been extremely strong, with Rivian reporting over 68,000 reservations within the first 24 hours of its unveiling and with the potential to broaden Rivian's addressable market considerably.  The R2 promises to become one of the most significant EV vehicles in North America in the coming years and we are extremely pleased to be part of this program and look forward to supporting Rivian as it brings the R2 platform into full production.

During the year, we also continued our close collaboration with Forvia and Marelli, crucial Tier 1 suppliers.  During 2025, Marelli entered Chapter 11 administration globally, creating a period of uncertainty across the supply chain and requiring careful management of both operational continuity and financial exposure.  Production continued throughout this period and proactive engagement and disciplined cash management ensured that CT Automotive successfully navigated this situation without any material financial loss.   Marelli remain in Chapter 11 at the time of signing of this report and our production continues uninterrupted at broadly the same volumes and on materially the same commercial terms as prior to Chapter 11.   

This outcome further demonstrates the resilience of CT Automotive's business model. We are power-train agnostic, supplying internal combustion, hybrid and electric vehicle platforms. The products we manufacture are highly engineered and bespoke components that are critical to OEM production lines, meaning our customers rely heavily on our ability to deliver consistent and reliable supply.  We remain committed to a continued close collaboration with Marelli.

The global automotive market

2025 continued to be characterised by structural change. Production volumes in certain areas of the global market were marginally lower as OEMs reassessed their strategies between electric and internal combustion vehicle platforms. In several cases, manufacturers delayed or revised EV rollout plans, resulting in a more balanced product mix across the industry. The transition to EV has minimal impact on our business.  We remain power-train agnostic, focused on supplying high-quality, low-cost interior components to all models and drivetrains from our technologically advanced production facilities. 

During the year, Chinese OEMs continued to take market share outside of their domestic markets, delivering credible vehicle designs and enhanced user experience in record time and at low cost.  Electric vehicles produced by Chinese OEMs are now increasingly visible on European roads, reflecting the pace at which these manufacturers are entering established automotive markets. 

As an increasingly cost-competitive supplier, CT Automotive has taken advantage of this market dynamic to support our legacy OEM customers as they drive down costs across their supply chain.   Our program launches in Mexico have clearly demonstrated our ability to work to accelerated timescales to meet competition from Chinese OEMs.  We see opportunity to increase market share with this strategy.

At present, supplying directly to Chinese OEMs is not a core element of our strategy due to the structural characteristics of that market. However, we maintain close relationships with OEM customers operating in China and will continue to monitor opportunities as the market evolves.

Our people

I would like to reiterate the sentiments of the Chair of the Board and recognise the dedication and commitment shown by employees across the entire business during what has been a particularly demanding year.  I would like to thank all our teams across the globe for their continued hard work and for delivering another strong performance for the business in 2025.  Since year end, staff in our Mexico production facility have embraced the new agentic AI Factory Operating System, demonstrating the flexibility of our teams and the continuous drive for operational improvement, core to the CT Automotive culture.

Current trading and outlook

Trading in the first quarter of 2026 was in line with management expectations, despite ongoing market uncertainty, including the recent events in the Gulf, that are making trading conditions challenging. Input costs are increasing, but cost escalation clauses in our agreements allow these to be recovered, albeit in some cases with a time lag.

Looking ahead, the successful completion of multiple major program launches in Mexico, improving operational execution across all facilities, and a continued focus on cash discipline and working capital management provide a solid foundation for the remainder of 2026, and the Board continues to expect profitability to be modestly ahead of FY25. 

The Board is pleased with the sustained improvement in the Group's adjusted profit before tax over the last three years.  The Group will increasingly benefit from a combination of strong operational execution, greater commercial momentum and the continued development of advanced digital manufacturing capabilities. Together, these elements provide CT Automotive with a platform that is both operationally resilient and well established within an evolving automotive supply chain.  Our focus is now on increasing our market share in the automotive sector and developing new revenue streams to complement our existing core business. 

CT Automotive is now reaching an important stage in its development. The work undertaken to strengthen margins, improve operational efficiency and secure a strong pipeline of new programs, means that the Group is well positioned to generate sustained levels of cash flow from its operations.  This will strengthen the Group's balance sheet, provide greater financial flexibility and allow the Board to consider how best to allocate capital to support long-term shareholder value. 

 

Finance Review

Overview

During 2025, we continued to focus on the integration of AI, automation, robotics and digitisation, improving our production facilities to remain one of the most technologically advanced suppliers in our industry.   This led to further gross profit margin improvement in 2025, another increase of 295 basis points to approximately 31%. 

Group revenue was down 4% year-on-year at $114.8 million (2024: $119.7 million) reflecting the challenging macro-economic conditions in 2025. However, our sales team are now firmly embedded in all key regions and generating new business leads and, in 2025, achieved the highest level of new business wins in the Company's history.  These programs are expected to deliver approximately $47 million of annualised revenue when all 15 new program awards are fully operational over the next three years. 

Adjusted EBITDA remained flat against the prior year at $14.8 million (2024: $14.8 million restated) and adjusted profit before tax rose by 20%, reaching $9.5 million compared to $7.9 million (restated) in FY24.  Reported profit before tax was $9.1 million, up by 38% in comparison to FY24 ($6.6 million restated).  This improvement was driven by our ongoing focus on operational efficiencies and lower fixed costs and also through an increase in tooling revenue, with a further increase in 2025 in the gross margin associated with tooling revenue.

Adjusted EBITDA and adjusted profit before tax in FY25 excludes non-cash foreign exchange translation gains of $0.5 million (FY24: $1.2 million loss), one-off redundancy costs of $0.4 (FY24: Nil) and the negative impact of Türkiye hyperinflation which amounted to $0.4 million in 2025 (FY24 $0.2 million gain).

Currency movements positively impacted PBT by $1.0 million (FY24: $1.8 million loss). The currency movements were split between cash impacting movements of $0.4 million gain (FY24: $0.6 million loss) and non-cash foreign exchange translation gains of $0.5 million (FY24: $1.2 million loss). As in previous years, we continue to hedge our currency exposure between USD and CNY as part of our strategy to remove volatility against future forecasts.

During the preparation of the FY25 Financial Statements, the Group identified certain prior period accounting misstatements requiring adjustment. These restatements have a non-cash impact on the FY24 Financial Statements, by increasing administrative expenses by $0.8 million and reducing total net assets as at 31 December 2024 by $5.0 million, to $21.2 million.  FY24 adjusted profit before tax has therefore been restated to $7.9 million (from $8.7 million).

Revenues and Margins

Production revenue declined marginally to $101.4 million (2024: $107.8 million) in part due to the macro-economic conditions and a number of programs reaching end of production in FY24.

In contrast, tooling revenue rose by 12.5% to $13.4 million, up from $12.0 million in FY24, boasting a favourable margin. Continued growth in tooling ensures CT Automotive is well established for future years as those tools are used for serial production of the vehicle component.

Gross profit increased for the third consecutive year to $35.0 million in 2025 from $33.1 million in 2024, and gross margins improved again in 2025 to approximately 31%, compared to 28% in the previous year, an increase of 295 basis points.  This improvement reflects our continuing focus on operational efficiencies across our manufacturing platforms.   The further integration of automation, robotics, digitisation and AI across our business reduced our direct workforce by 9.74% in 2025 in comparison to 2024, driving cost savings through our production facilities.  

Distribution and Administrative Expenses

Reported distribution and administrative costs reduced to $24.4 million in 2025 (2024 $25.2 million restated). However, within administrative expenses, were $0.5 million of non-cash foreign exchange gains (compared to a loss of $1.2 million in FY24), which is attributed to the revaluation of inter-company loan balances.

Excluding currency impacts, distribution and administrative costs increased in FY25.  In 2025, head office costs and administrative costs in China reduced but our administrative workforce based in our Mexico offices increased to support the scale-up of production in our Mexican facility.  There was a significant increase in the cost of our workforce in Türkiye due to the effects of hyperinflation increasing wages.  A significant proportion of the increased cost of wages in Türkiye is passed on to our customers through our agreements with them.

Distribution expenses increased due to temporary supply chain inefficiencies, as we successfully executed the launch of six new programs in Mexico on a challenging time scale.  Additionally, a non-cash stock valuation adjustment, as a consequence of improved production efficiency and lower manufacturing cost rates, reduced the year-end inventory valuation by $1.0 million to $25.6 million (2024: $27.4 million restated). Distribution expenses are expected to return to normal levels during 2026.  

EBITDA and Operating Result

Adjusted EBITDA remained flat at $14.8 million as we continued to focus on enhancing margin efficiencies to navigate the challenging macro-economic environment.  Our position as a technologically advanced, cost-effective manufacturer in the automotive components sector was firmly established in 2025.  In early 2026, we started to develop a Factory Operating System in our Mexican production facility, which we anticipate will drive further operational efficiencies and underpin our market-leading position as one of the most technologically advanced suppliers in our industry. 

Taxation

In FY25, the Group recognised a tax charge of $0.7 million, compared to a credit of $0.2 million in FY24. This year's tax charge is mainly driven by deferred tax adjustments on consolidation, particularly relating to the provision for unrealised profits that arises on movements between subsidiary companies and tooling adjustments, and the recognition of UK brought‑forward losses.

The Group employs a transfer pricing policy based on residual profit allocation, which assigns a risk level to each entity within the Group. Under this policy, profits are allocated to entities where key decisions are made, as these entities typically carry a higher risk profile. Following the annual review, our Mexican subsidiary is now included in our transfer pricing policy, whilst previously it had been excluded on the basis that it was a new entity with a fixed cost base. 

Profit from Continuing Operations and EPS

Adjusted profit before tax increased to $9.5 million from $7.9 million (restated) in FY24. The reported profit before tax also saw a significant rise, reaching $9.1 million compared to $6.6 million (restated) in FY24. This improvement in our reported profit before tax is partly due to foreign-exchange gains in 2025 (both cash and non-cash), an increase in tooling revenue at an increased margin, and continued benefit from operational efficiencies driven by automation, robotics, digitisation and the use of AI across the business.  

Reported profit after tax for FY25 climbed to $8.4 million, up from $6.8 million (restated) in the previous year (FY24 included a gain of $0.8 million from discontinued operations). As a result, reported basic earnings per share (EPS) improved to 11.4 cents, up from 9.2 cents (restated) in FY24.

Non-Recurring Items

During FY25, non-recurring items represented a net cost of $0.4mil (FY24: $nil). This relates to a one-off redundancy cost of $0.4 million incurred to optimise our manufacturing footprint in Türkiye.

Prior Period Restatements

During the preparation of the FY25 Financial Statements, certain prior period accounting misstatements were identified that impacted the reported profits, assets and liabilities of previous years.  These errors affected both the Balance Sheet and the Statement of Profit or Loss for 2024 and prior periods. These corrections have no impact on the Group's cash position and no impact on underlying operational performance in 2025 or going forward.

These restatements relate to:

·      an overstatement of revenue in 2022 for one tooling project, where income had been correctly accrued in prior years but the final receipt in 2022 was mistakenly recognised as revenue instead of being recorded against the previously recognised accrual balance.  As a result, revenue for 2022 was overstated by $825k.  Subsequently, the related accrual balance was incorrectly written off through administrative expenses during 2023 and 2024, resulting in an overstatement of administrative expenses in those periods (FY23: $169k and FY24: $68k);

·      in 2021, a customer overpaid due to their auto-billing system and this was recorded as a prepayment and amortised over the life of the contract, rather than correcting revenue that had been overstated in 2021.  This resulted in an increase in the accumulated deficit of $1.9 million as at 31 December 2024 and a corresponding reduction in trade receivables;

·      a consolidation error made in 2021 incorrectly reversed previously recognised amortisation, with the error being carried forward in the Consolidated Financial Statements in subsequent periods, resulting in an increase in the accumulated deficit as at 31 December 2024 of $763k and a corresponding decrease in trade receivables;

·      historical IFRS 16 consolidation adjustments relating to the Group's Chinese subsidiary.  Plant and machinery balances were incorrectly stated as right-of-use assets in FY23 and FY24, resulting in an overstatement of property, plant and equipment and an understatement of administrative expenses across both of those years.  In addition, manual consolidation adjustments were incorrectly posted in 2022 to gross up certain lease balances, which resulted in artificially inflating right-of-use assets and lease liabilities.  To correct these errors a prior year restatement has been recorded which has increased administrative expenses in FY24 by $1.6m reducing reported profit by the same and reduced plant and machinery as at 31 December 2024 by $2.1m;

·      certain audit adjustment entries relating to costs were recorded in the Group's Chinese subsidiaries' local statutory records for FY24 following the finalisation of the statutory audit in China, as well as certain tooling adjustments.  This correction has resulted in a net increase in 2024 reported profit of $280k, with a corresponding increase in opening net assets of $312k.  The net impact has been recognised through a decrease in the accumulated deficit of $280k, with the balance of $32k reflected in translation reserves; certain comparative figures have been reclassified to align with the current year presentation of the financial statements.  These reclassifications related solely to presentation changes and do not have any impact on the previously reported Consolidated Statement of Profit or Loss.    

Please see Note 2 to the accompanying Consolidated Financial Statements for a comprehensive presentation of the full impact of these Prior Year Adjustments. 

In respect of one particular prior period error, relating to the incorrect classification in the consolidation when converting finance leases in our Chinese subsidiary from local GAAP to IFRS, the Board determined that an external expert should conduct a review to confirm the impact of those errors on the FY24 Financial Statements. In April 2026, the Board appointed Rebus Partners Limited to review and confirm the accounting treatment regarding this one particular area. The review concluded in May and concurred with Management's determination. 

In aggregate, the above restatements impacted the FY24 Consolidated Statement of Profit or Loss by increasing administrative expenses by $0.8 million and the FY 24 Consolidated Statement of Financial Position by reducing total net assets as at 31 December 2024 by $5.0 million.

The Group has also restated its opening balance sheet as at 1 January 2024, in accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors. The restatement adversely impacted retained earnings due to an increase in expenses of $4.2 million related to periods prior to 2023, with a corresponding reduction in opening net assets of the same amount.

None of these prior period accounting adjustments affect working capital or cash and have no impact on the underlying operational performance of the business in FY25 or the Group's expected future financial performance.

In light of these prior period accounting misstatements the Group has immediately implemented stronger controls relating to the consolidation of the Financial Statements.  Additional controls will be reviewed and implemented during 2026, ahead of the preparation of the FY26 Financial Statements.

 

Capital Structure, Working Capital and Interest

Since the end of December 2024, the Group's net asset value has increased significantly to $29.8 million, up from $21.2 million (restated). This increase was driven primarily by movements in working capital and capital investment during the period.

This upside was supported by an increase in plant, property and equipment of $5.6 million, reflecting continued investment in the Group's manufacturing capacity, primarily in Mexico. 

Additionally, an increase of approximately $6.4 million in net trade receivables was primarily due to higher sales to one customer on longer credit terms in Mexico and the receivable profile changing for another major customer from 15 days to 30 days from December 2025.

An increase in the VAT recoverable amount in Mexico of $1.7 million was as a result of an increase in local and imported materials, equipment and services, as we scaled-up production. As the business does not charge output VAT on its export sales from its Mexico plant to North American customers, we expect to maintain a net refund position with the Mexican tax authorities.  VAT returns are now prepared internally to improve recovery times and the VAT recovery program is operating on a stable and predictable schedule. 

These increases were partially offset by a reduction in inventories of $1.8 million and a decrease in cash and bank balances of $1.1 million in comparison to FY24.

The Group has continued to manage its working capital prudently, effectively utilising available debt facilities and cash generated from operations. As of 31 December 2025, cash and cash equivalents stood at $2.5 million, compared to $3.6 million in FY24.

Lower than anticipated net debt as of 31 December 2025, was $7.7 million, ($6.7 million in FY24 restated) primarily due to careful financial management. Net debt was also impacted by the withdrawal of funding on invoice financing related to Marelli Corporation entering Chapter 11 Administration.

After applying IFRS 16 accounting standards for right-of-use assets related to current and non-current lease liabilities, net debt further adjusts to $13.5 million, compared to $13.5 million (restated) in the previous year.

Cash Flow

The Group continues to demonstrate its strong cash-generating capability, achieving net cash from operations before investments in working capital of $14.9 million in FY25, compared to $15.2 million in the previous year. Of this, $5.6 million was reinvested into working capital, compared to $9.1 million in FY24.

Several factors influenced the working capital dynamics during 2025:

·      Marelli Chapter 11 Administration: One of our main customers, Marelli Corporation, entered Chapter 11 Administration in June 2025.  This resulted in CT Automotive being unable to finance invoices from Marelli Corporation via our normal working capital facility. Our teams worked closely with Marelli Corporation during this uncertain period, supporting them to avoid stoppages to OEM production lines and leveraging our strong relationship with Marelli Corporation to recover outstanding balances. As a critical supplier, CT Automotive continued supplying to Marelli Corporation, and, whilst this did place some pressure on our working capital during the second half of the year, it demonstrates the robustness of our business model and the resilience of our people, to be able to respond to this situation and emerge with a closer collaboration with Marelli Corporation and the OEMs that they serve;  

·      Trade and Other Receivables: There was an increase of $7.1 million in trade and other receivables, due to higher sales to Forvia and an increase in the VAT recoverable amount in Mexico. Furthermore, in Mexico the accounts receivable profile changed for a major customer from 15 days to 30 days at the end of the year leading to an increase in trade receivable balances;

·      Inventories: A decrease in inventories by $489k, was due to a number of factors, including one program reaching EOP status, and a change of incoterms relating to another customer;

·      Trade and Other Payables: An increase in trade and other payables of $1.1 million was driven by increased capital creditors in Mexico in order to support the scale-up of operations in our Mexico production facilities.

Cash generated from operations was higher than the previous year, totalling $9.3 million compared to $6.0 million in FY24.  As we look ahead to 2026, we expect the business to become increasingly cash generative. 

Throughout the year, the Group paid $1.7 million in interest costs related to borrowings and lease liabilities, a decrease of $0.4 million from $2.1 million in FY24.

In alignment with its strategic vision for future growth, the Group invested $5.8 million in property, plant, and equipment, focusing on opportunities that enhance operational capabilities. This investment included advancements in robotics, automation, and digitisation, which contributed to improved margin efficiencies throughout FY25.

FGI Facility

Our relationship with FGI Worldwide LLC (FGI), our primary finance provider, strengthened during the year.  In October, we re-negotiated some elements of the FGI facility and added an additional machinery and equipment facility to help fund future capital expenditure requirements to scale-up our Mexico production facility. 

In June, as a result of Marelli Corporation entering Chapter 11 administration, we were unable to finance Marelli Corporation receivables in the normal way, reducing our availability under the terms of the facility.  We worked closely with FGI to adjust the facility to ensure that CT Automotive had sufficient availability at that time.  

Under the terms of the FGI facility, the Group is required to maintain a Fixed Charge Coverage Ratio (FCCR) being the ratio of operating cash flow to relevant interest, principal, and dividend payments, of at least 1.5x on a trailing twelve-month basis. As of 31 December 2025, the Group reported an FCCR of 1.8x.

The Group is committed to maintaining compliance with this covenant and submits updated FCCR calculations to FGI on a monthly basis. Additionally, future financial forecasts indicate significant headroom, assuring the Group's ability to comfortably sustain the ratio above the stipulated threshold, supporting ongoing financial stability and strategic growth initiatives.

Going Concern

The Directors believe that the Group is well placed to manage its business risks. Having assessed the Group's business activities and factors likely to affect future performance, including a review of forecasts and predictions, and after taking account of reasonable possible changes in trading performances and available borrowing facilities, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the next twelve months following the date of approval of the Financial Statements.

Therefore, the Directors continue to adopt the going concern basis of accounting in preparing the Financial Statements.

Please refer to Note 1 of the Notes to the Consolidated Financial Statements below.

 

Financial Results

Consolidated Statement of Profit or Loss and other Comprehensive Income

For the year ended 31 December 2025

	Notes	2025	2024 [Restated]
		$'000	$'000
Continuing operations:
Revenue	5	114,833	119,748
Cost of sales		(79,784)	(86,644)
Gross profit		35,049	33,104
Distribution expenses		(2,398)	(2,206)
Other operating income	6	145	717
Impairment loss / (reversal) on receivables		(3)	134
Administrative expenses		(21,988)	(23,034)
EBITDA (before non-recurring items)		14,894	13,590
Depreciation	8	(3,604)	(4,722)
Amortisation	8	(60)	(153)
Non-recurring items	7	(425)	-
Operating profit	8	10,805	8,715
Finance income		42	49
Finance expenses	10	(1,695)	(2,130)
Profit before tax		9,152	6,634
Taxation (charge)/credit	11	(726)	166
Profit for the year from continuing operations		8,426	6,800
Discontinued operations
Profit for the year from discontinued operations	12	-	808
Profit for the year attributable to equity shareholders		8,426	7,608
Profit attributable to:
Owners of the Company		8,363	7,809
Non-controlling interests		63	(201)
Other comprehensive income
Items that are / may be reclassified subsequently to profit or loss:
Foreign currency translation differences - foreign operations		75	747
Other comprehensive Income for the year, net of income tax		75	747
Total comprehensive income for the year		8,501	8,355
Total comprehensive income attributable to equity shareholders		8,501	8,355
Total comprehensive income attributable to:
Owners of the company		8,483	8,503
Non-controlling interest		18	(148)
Total earnings per share
From continuing operations:
Basic earnings per share	13	11.4c	9.2c
Diluted earnings per share	13	10.9c	9.0c
From continuing and discontinued operations:
Basic earnings per share	13	11.4c	10.3c
Diluted earnings per share	13	10.9c	10.0c

 

 

 

Consolidated Balance Sheet

As at 31 December 2025

	Notes	2025	2024 [Restated]	1 Jan 2024 [Restated]
		$'000	$'000	$'000
Assets
Non-current assets
Goodwill	14	1,259	1,259	1,259
Intangible assets	16	388	130	314
Property, plant and equipment	17	11,179	5,577	6,435
Right of use assets	18	5,508	6,428	6,688
Deferred tax assets	19	1,431	1,939	1,571
		19,765	15,333	16,267
Current assets
Inventories	20	25,627	27,426	25,997
Trade and other receivables	21	29,532	23,155	26,894
Tax receivable		958	223	261
Derivative financial assets	25	91	-	-
Cash and cash equivalents	22	2,524	3,628	9,440
		58,732	54,432	62,592
Current liabilities
Trade and other payables	23	(31,473)	(30,347)	(43,390)
Other interest-bearing loans and borrowings	24	(9,557)	(10,264)	(13,198)
Derivative financial liability	25	-	(49)	(52)
Corporate tax payable		(1,222)	(1,060)	(1,847)
Lease liabilities	18	(1,839)	(1,815)	(3,492)
		(44,091)	(43,535)	(61,979)
Non-current liabilities
Lease liabilities	18	(3,955)	(4,947)	(4,099)
Other interest-bearing loans and borrowings	24	(694)	(100)	-
		(4,649)	(5,047)	(4,099)
Net assets		29,757	21,183	12,781
Equity attributable to owners of the Company
Share capital	28	484	484	484
Share premium account	28	63,696	63,696	63,696
LTIP reserve		124	51	4
Translation reserve	28	(575)	(650)	(1,397)
Retained earnings/(accumulated deficit)	28	722	(7,641)	(15,371)
Statutory PRC reserve	28	1,194	1,194	1,115
Merger reserve	28	(35,812)	(35,812)	(35,812)
		29,833	21,322	12,719
Non-controlling interest	28	(76)	(139)	62
Total equity		29,757	21,183	12,781

 

 

 

 

 

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

	Share capital	Share premium account	LTIP reserve	Translation reserve	Retained earnings/(accumulated deficit) [Restated]	Statutory PRC Reserve [Restated]	Merger reserve	Total equity before NCI	Non-controlling interest	Total Equity
	$000	$000	$000	$000	$000		$000	$000	$000	$000
At 1 January 2024	484	63,696	4	(1,397)	(10,070)	-	(35,812)	16,905	62	16,967
Adjustment for prior period items	-	-	-	-	(5,301)	1,115	-	(4,186)	-	(4,186)
Restated balance as at 1 January     2024	484	63,696	4	(1,397)	(15,371)	1,115	(35,812)	12,719	62	12,781
Total Comprehensive Income for the year
Profit for the year [Restated]	-	-	-	-	7,809	-	-	7,809	(201)	7,608
Transfer to PRC reserve	-		-	-	-		(79)	-	79	-
Foreign currency translation	-	-	-	747	-	-	-	747	-	747
Total	-	-	-	747	7,730	79	-	8,556	(201)	8,355
Comprehensive income/(loss) for the year [Restated]
Transactions with equity:
Recognition of LTIP reserve	-	-	47	-	-	-	-	47	-	47
	-	-	47	-	-	-	-	47	-	47
At 31 December 2024 and at 1 January 2025 [Restated]	484	63,696	51	(650)	(7,641)	1,194	(35,812)	21,322	(139)	21,183
Total Comprehensive Income for the year
Profit for the year	-	-	-	-	8,363	-	-	8,363	63	8,426
Transfer to PRC reserve	-		-	-	-		-		-	-
Foreign currency translation	-	-	-	75	-	-	-	75	-	75
Total	-	-	-	75	8,363	-	-	8,438	63	8,501
Comprehensive income/loss for the year
Transaction with equity:
Recognition of LTIP reserve	-	-	73	-	-	-	-	73	-	73
	-	-	73	-	-	-	-	73	-	73
At 31 December 2025	484	63,696	124	(575)	722	1,194	(35,812)	29,833	(76)	29,757

 

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

	Notes	2025	2024 (Restated)
		$'000	$'000
Cash flows from operating activities
Profit from continuing operations		8,426	6,800
Profit from discontinued operations		-	808
Profit for the year after tax		8,426	7,608
Adjustments for:
Depreciation	8	3,604	4,722
Amortisation	8	60	153
Interest expense	10	1,695	2,130
Interest income		(42)	(49)
Net fair value (profits) recognised in profit or loss		(815)	-
(Gain) / loss on disposal of ROU asset and fixed assets	8	(245)	402
Loss on stock write off net of claims received		637	-
Provision for inventory	20	672	662
Provision for expected credit losses	21	(3)	(134)
Taxation charge/(credit)	11	726	(166)
Charge  to LTIP Reserve		73	47
Non cash other operating income	6	(145)	-
Change in fair value of financial derivative instruments	25	(138)	(3)
Hyperinflation impact on operating profit	8	427	(210)
		14,932	15,162
(Increase)/ Decrease in trade and other receivables		(6,997)	7,164
(Increase)/Decrease in inventories		489	(1,819)
Increase/ (Decrease) in trade and other payables		1,115	(13,839)
Tax (paid)/Received		(168)	(677)
Net cash generated from operating activities		9,371	5,991
Cash flows from investing activities
Purchase of intangible assets	16	(309)	(62)
Purchase of property, plant and equipment	17	(5,778)	(1,721)
Sale of property, plant and equipment	17	56	171
Interest received		42	49
Net cash used in investing activities		(5,989)	(1,563)
Cash flows from financing activities
Drawdown/(Repayment) of Machine Mortgage		1,460	(504)
Repayment of lease liabilities - Principal		(2,212)	(4,059)
Repayment of lease liabilities - Interest	10	(764)	(1,062)
Interest paid on borrowings	10	(931)	(1,068)
(Repayment) of trade loans		(2,327)	(9,000)
(Repayment) of invoice finance		-	(4,018)
Drawdown of borrowing		-	9,567
Drawdown of loan received from related party	30	385
Net cash (used in)/generated from financing activities		(4,389)	(10,144)
Net (decrease)/ increase in cash and cash equivalents		(1,007)	(5,716)
Cash and cash equivalents at beginning of year		3,628	9,440
Effect of exchange rate fluctuations on cash held		(97)	(96)
Cash and cash equivalents at end of year (see Note 22)		2,524	3,628

 

1.     Material accounting policies

Introduction

CT Automotive Group Plc (the "Company") is a public Company limited by shares listed on the Alternative Investment Market (AIM) and incorporated and domiciled in England and Wales under the Companies Act 2006. The registered number is 10451211 and the registered address is Riverside Road, Sunderland, England, SR5 3JG. The address of the principal place of business is 1000 Lakeside North Harbour, Western Road, Portsmouth, PO6 3EN

 

The Company's functional and reporting currency is USD as the Group's revenue and working capital facilities are also predominantly denominated and/or received in USD.

The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The parent Company financial statements present information about the Company as an entity and not about its Group.

The Group financial statements have been prepared and approved by the Directors in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The Company has elected to prepare its parent Company financial statements in accordance with FRS 101.

The financial statements are prepared on the historical cost basis except for the financial statements of the foreign operations in Türkiye which are subject to hyperinflationary accounting, and derivative financial instruments which are stated at fair value.

2.     Restatement of financial statements: prior period adjustments, 2024 comparatives, and opening balance sheet as at 1 January 2024

During the year ended 31 December 2025, several errors were identified relating to the incorrect recognition and classification of certain balances in prior periods. These errors affected the consolidated statement of financial position and the consolidated statement of profit or loss and other comprehensive income for both 2024 and prior periods.For all prior period restatements and reclassifications listed below, the relevant facts and information were available at the time the prior period financial statements were authorised for issue. Accordingly, management has concluded that these items represent prior period errors in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, rather than current-year events, changes in estimates, or changes in judgment.

These corrections of these errors through prior year adjustments have no impact on the Group's cash position and no impact on underlying operational performance in 2025 or going forward.

 

In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the Group has corrected these errors retrospectively by restating the comparative amounts for 2024 and adjusting the opening balances as at 1 January 2024. The financial impact of these prior year adjustments is outlined in the restated opening and closing balance sheets for 2024 and the restated retained earnings for 2024 set out below.

 

The nature of the prior period adjustments is set out below.

 

Overstatement of revenue and administrative expenses on one project

During the year, Management identified an error relating to the accounting treatment of one particular tooling project. Tooling income had been correctly accrued in 2016, with recovery agreed through future piece price arrangements with the customer. The accrued amount was fully recovered in the years 2016 to 2022 through such pricing arrangements. However, the final receipt in 2022 of $825,000 was incorrectly recognised as revenue instead of being recorded against the previously recognised accrual balance.

The original treatment was incorrect because the final receipt represented recovery of an existing accrued balance rather than revenue earned in 2022. As a result, revenue for 2022 was overstated [$825,000] . Subsequently, an element  of the related accrual balance was incorrectly written off through administrative expenses during 2023 [$169,000] and 2024 [$68,000], resulting in an overstatement of administrative expenses in those periods. The correct accounting treatment is to offset the final receipt against the previously recognised accrual balance, with no additional revenue recognised upon settlement.

The correction of this error resulted in an increase in the accumulated deficit 1 January 2024 of $656,000 and as at 31 December 2024 $588,000 with a corresponding reduction in trade receivables. Comparative administrative expenses for 2024 have also been reduced by $68,000 to reflect the correction of the error.

Misclassification of a customer prepayment in 2021

During the year, Management identified an error relating to the accounting for a customer overpayment arising in 2021, where a total amount of €2.68 million was over-invoiced due to the customers auto-billing system and overpaid by the customer. The item was previously accounted for as a prepayment (recognised within trade and other receivables) and amortised to the statement of profit or loss  over the expected life of the related contract under administrative expenses.

The original treatment was incorrect because the balance did not meet the definition of an asset under the IFRS Conceptual Framework, as it did not represent a controlled economic resource or provide future economic benefits. Accordingly, the overpayment should not have been recognised as an asset, but rather offset against the overstated sales recognised in 2021.

The correction of this error resulted in an increase in the accumulated deficit of $2.265 million as at 1 January 2024 with a corresponding reduction in trade receivables. This was partially offset by the reversal of $413,000 of administrative expenses recognised during FY24, resulting in an increase in the accumulated deficit of $1.852 million as at 31 December 2024 with a corresponding reduction in trade receivables. Comparative administrative expenses for 2024 have also been reduced by $413,000 to reflect the correction of the error.

Unsupported prior year consolidation adjustment reversing tooling amortisation

During the year, Management identified an error relating to a consolidation adjustment recorded in 2021 associated with the reversal of amortisation charged on tooling as part of a 2019 audit adjustment. The adjustment reversed previously recognised amortisation; however, there was no underlying economic event or accounting basis to support the reversal. The incorrect adjustment was carried forward in the consolidated financial statements in subsequent periods.

The original treatment was incorrect because the reversal of tooling amortisation did not reflect any commercial substance of the transaction and resulted in trade receivables and accumulated deficit being understated within the consolidated financial statements. The correct accounting treatment is to reverse the unsupported consolidation adjustment and reflect the appropriate amortisation treatment based on the underlying accounting records.

The correction of this error resulted in an increase in accumulated deficit as at 1 January 2024 and 31 December 2024 of $763,000, together with a corresponding decrease in trade receivables. The error has been corrected through retrospective restatement. There is no impact on profit for 2024.

Incorrect recognition and presentation of administration expenses and plant & machinery

During the year, Management reassessed historical IFRS 16 consolidation adjustments relating to the Group's Chinese subsidiary and identified two historical errors within the lease accounting balances.

Firstly, historical consolidation errors relating to plant and machinery balances from a plant & machinery control account used by the Group's Chinese subsidiary during the asset capitalisation process were recorded as a reduction in administrative expenses during 2023 and 2024. As a consequence of this error, administrative expenses were understated by $1.45 million in 2024 and $0.65 million in 2023, while plant & machinery balances were overstated by $2.1 million as at 31 December 2024 and by $0.65 million as at 01 January 2024.

Secondly, manual consolidation adjustments were posted in error in 2022, 2023 and 2024. These manual adjustments were intended to eliminate duplication on consolidation but had the effect of causing an incorrect gross up of certain lease balances and reducing administrative expenses. As a consequence, right of use assets were overstated by $1.2 million and lease liabilities were overstated by $1.35 million at 1 January 2024. Administrative expenses were understated by $0.15 million in 2024. The balance sheet impact of this second error was corrected through the opening balance sheet as at 1 January 2024. However, the income statement effect of this transaction had not been fully captured at that date. The subsequent adjustment in 2024 corrected administrative expenses to reflect the amortisation and interest expense element of this entry, resulting in administrative expenses being understated by $0.15 million in 2024.

In order to correct these errors, a prior year restatement has been recoded which has increased administrative expenses in 2024 by $1.45 million due to the correction of the correction of the Plant & machinery entry error, and by an additional $0.15 million due to the correction of the manual consolidation error, resulting in a total profit reduction of $1.6 million. The accumulated deficit as at 1 January 2024 was increased by $0.5 million and as at 31^st December 2024 was increased by $2.1 million. The cumulative balance sheet reclassification adjustments reduced plant & machinery balances by $2.1 million.

Since these adjustments affected the Consolidated Statement of Profit and Loss of the respective reporting periods, restatements have been made to the annual profits for both 2023 and 2024.

Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments

During the year, Management identified errors relating to prior period audit adjustments recorded in the Group's Chinese subsidiaries and certain tooling-related adjustments, which resulted in discrepancies in the brought-forward balances for 2025. The items were the unadjusted local statutory audit entries not considered in the Group's consolidated financial statements, leading to misstatement of asset and liability balances carried forward into subsequent periods.

The original treatment was incorrect because the adjustments related to conditions that existed in prior reporting periods and should have been reflected in those periods. Under IAS 8, errors arising from failure to incorporate reliable information available at the time of authorisation of financial statements must be corrected retrospectively. The correct treatment is therefore to restate the prior period financial statements to reflect these audit and tooling adjustments in the appropriate periods, with corresponding adjustments to retained earnings and relevant balance sheet line items.

This correction has resulted in a net increase in 2024 reported profit of $280k, with a corresponding increase in opening net assets of $312k. The restatement in the balance sheet as at 31 December 2024 includes decreases in intangible assets ($77k), inventories ($250k), trade and other receivables ($497k), partially offset by increases in property, plant and equipment ($37k) and deferred tax assets ($312). Correspondingly, trade and other payables increased by $540k and non-current lease liabilities by $247k.The net impact has been recognised through a decrease in accumulated deficit of $280k, with the balance of $32k reflected in translation reserves

Reclassification of Prior Period Comparative Information

Certain comparative figures have been reclassified to align with the current year presentation of financial statements. These reclassifications relate solely to presentation changes and do not have any impact on the previously reported profit and loss statement.

Derecognition of lease liability and right-of-use assets relating to a service contract

During the year, management reassessed the accounting treatment of a warehouse rental agreement   under IFRS 16 for a Group UK subsidiary. The arrangement had initially been recognised as a lease, with a right-of-use asset of $322,000 and a corresponding lease liability of $322,000 recorded on commencement in 2024

This original recognition was incorrect since the agreement does not meet the definition of a lease under IFRS 16, as the contract does not convey the right to control the use of an identified asset. Accordingly, the arrangement should have been accounted for as a service contract, with the related payments recognised as operating expenses in the Consolidated Statement of Profit and Loss on a straight-line basis over the contract term, rather than recognising a right-of-use asset and lease liability. As a result, the prior accounting treatment was determined to be incorrect, requiring derecognition of the lease asset and liability.

The correction has resulted in derecognition of previously recognised right-of-use asset of $322,000 and lease liability of $322,000 in the 2024 comparative financial information.

Reclassification of unbilled tooling revenue balances to other receivables (Contract Assets)

During the year, Management identified an error relating to the presentation of debit balances arising from accruals for unbilled tooling revenue. These balances were previously presented within deferred revenue under contract liabilities in the consolidated financial statements.

The original treatment was incorrect because debit balances arising from unbilled tooling revenue represent rights to consideration for performance obligations satisfied and therefore meet the definition of contract assets rather than contract liabilities under IFRS 15 Revenue from Contracts with Customers. The correct accounting treatment is to present such balances within contract assets in the statement of financial position.

The correction of this error resulted in the reclassification of $1.2 million from contract liabilities to contract assets as at 31 December 2024. The restatement had no impact on total equity, profit for the year, or cash flows.

Machine mortgage loan reclassified from trade and other payables to borrowing

During the year, Management identified an error relating to the classification of a secured machine mortgage loan amounting to $504k as at 31 December 2024. The item was previously accounted for within trade and other payables.

The original treatment was incorrect because the balance represented an interest-bearing borrowing rather than a trade payable. Under IAS 1 Presentation of Financial Statements, liabilities must be classified according to their nature, and borrowings should be presented separately from trade payables, with appropriate distinction between current and non-current portions. The correct treatment is therefore to classify the balance as borrowings, with $404k recognised as current liabilities and $100k recognised as non-current liabilities.

This correction has resulted in a reclassification within liabilities, with a decrease in trade and other payables of $504k and a corresponding increase in borrowings (current: $404k; non-current: $100k), with no impact on profit or loss, retained earnings or total net assets.

Reclassification of PRC statutory reserve within equity

During the year, Management identified an error relating to the presentation of the PRC statutory reserve within equity as at 1 January 2024 and 31 December 2024. The item was previously accounted for within retained earnings rather than being presented separately as a PRC reserve.

The original treatment was incorrect because, in accordance with IAS 1 Presentation of Financial Statements, material components of equity should be presented separately when relevant to an understanding of the entity's financial position. The PRC reserve represents a statutory reserve required under Chinese local regulations and is distinct in nature from retained earnings. The correct treatment is therefore to present the PRC reserve as a separate component within equity, with appropriate disclosure.

This correction has resulted in a reclassification within equity, with a decrease in retained earnings and a corresponding increase in PRC reserve of $1.11 million as at 1 January 2024 and $1.19 million as at 31 December 2024, with no impact on profit or loss, total equity or net assets.

Presentation of the impact of the Prior Year Adjustments

Consolidated statement of financial position as at 31 December 2024

Financial statement line item	Previously reported	Adjustment	Restated
	$'000	$'000	$'000
I. Assets
Intangible assets	207	(77)	130
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		(77)
Property plant and equipment	7,644	(2,067)	5,577
4. Incorrect recognition and presentation of administration expenses and plant & machinery		(2,104)
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		37
Right of use assets	6,750	(322)	6,428
6a. Derecognition of lease liability and right-of-use assets relating to a service contract		(322)
Deferred tax assets	1,627	312	1,939
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		312
Inventories	27,676	(250)	27,426
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		(250)
Trade and other receivable	25,667	(2,512)	23,155
1.Overstatement of revenue and administrative expenses on one project		(588)
2.Misclassification of a customer prepayment in 2021.		(1,852)
3. Unsupported prior year consolidation adjustment reversing tooling amortisation		(763)
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		(497)
6b.Reclassification of unbilled tooling revenue balances to other receivables (Contract Assets)		1,188
Total assets	74,681	(4,916)	69,765
II. Total liabilities
Trade and other payables	(30,203)	(144)	(30,347)
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		540
6b.Reclassification of unbilled tooling revenue balances to other receivables (Contract Assets)		(1,188)
6c.Machine mortgage loan to be reclassified from trade and other payables to borrowing		504
Other interest-bearing loans and borrowings -current	(9,860)	(404)	(10,264)
6c.Machine mortgage loan to be reclassified from trade and other payables to borrowing		(404)
Current lease liabilities	(2,109)	294	(1815)
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		247
6a. Derecognition of lease liability and right-of-use assets relating to a service contract		47
Non- current lease liabilities	(5,222)	275	(4,947)
6a. Derecognition of lease liability and right-of-use assets relating to a service contract		275
Other interest-bearing loans and borrowings non-current	-	(100)	(100)
6c.Machine mortgage loan to be reclassified from trade and other payables to borrowing		(100)
Total liabilities	(48,503)	(79)	(48,582)
Net Assets	26,178	(4,995)	21,183
III. Total equity
Translation reserve	(682)	32	(650)
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		32
Retained earnings/ (Accumulated deficit)	(1,420)	(6,221)	(7,641)
1. Overstatement of revenue and administrative expenses on one project		(588)
2.Misclassification of a customer prepayment in 2021.		(1,852)
3. Unsupported prior year consolidation adjustment reversing tooling amortisation		(763)
4. Incorrect recognition and presentation of administration expenses and plant & machinery		(2,104)
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		280
6d.Reclassification of PRC statutory reserve within equity		(1,194)
Statutory PRC reserve	-	1,194	1,194
6d.Reclassification of PRC statutory reserve within equity		1,194
Total equity	26,178	(4,995)	21,183

 

Consolidated statement of Profit or Loss and OCI as at 31 December 2024
Financial statement line item	Previously reported	Adjustment	Restated
	$'000	$'000	$'000
Administrative expenses	(22,193)	(841)	(23,034)
1. Overstatement of revenue and administrative expenses on one project		68
2.Misclassification of a customer prepayment in 2021.		413
4. Incorrect recognition and presentation of administration expenses and plant & machinery		(1,602)
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		280
Operating Profit	9,556	(841)	8,715
Profit before Tax	7,475	(841)	6,634
Profit for the Year	8,449	(841)	7,608
Foreign currency translation differences - foreign operations	715	32	747
5.Prior period misstatements related to audit adjustments in our Chinese subsidiaries and tooling adjustments.		32
Total comprehensive Income	9,164	(809)	8,355

Earnings per share impact

The correction to profit/loss attributable to ordinary shareholders has reduced prior-year basic EPS by 2.25 cents and diluted EPS by 2.12 cents.(Refer note no. 13 )

Correction at the beginning of the earliest period presented.

Consolidated statement of financial position as at 1 January 2024

Financial Statement Line Item	Previously reported	Adjustment	Restated
	$'000	$'000	$'000
I. Total assets
Property plant and equipment	7,089	(654)	6,435
4. Incorrect recognition and presentation of administration expenses and plant & machinery		(654)
Right of use assets	7,895	(1,207)	6,688
4. Incorrect recognition and presentation of administration expenses and plant & machinery		(1,207)
Trade and other receivable	30,578	(3,684)	26,894
1. Overstatement of revenue and administrative expenses on one project		(656)
2.Misclassification of a customer prepayment in 2021.		(2,265)
3. Unsupported prior year consolidation adjustment reversing tooling amortisation		(763)
Total assets	84,404	(5,545)	78,859
II. Total liabilities
Non- current Lease liabilities	(5,458)	1,359	(4,099)
4. Incorrect recognition and presentation of administration expenses and plant & machinery	-	1,359	-
II. Total liabilities	(67,437)	1,359	(66,078)
Net assets	16,967	(4,186)	12,781
III. Total equity
Retained earning / (Accumulated deficit)	(10,070)	(5,301)	(15,371)
1. Overstatement of revenue and administrative expenses on one project		(656)
2.Misclassification of a customer prepayment in 2021.		(2,265)
3. Unsupported prior year consolidation adjustment reversing tooling amortisation		(763)
4. Incorrect recognition and presentation of administration expenses and plant & machinery		(502)
6d.Reclassification of PRC statutory reserve within equity		(1,115)
Statutory PRC reserve	-	1,115	1,115
6d.Reclassification of PRC statutory reserve within equity		1,115

 

e. Cash flow statement impact

The correction of the prior period errors resulted in reclassifications within the comparative Consolidated Statement of Cash Flows between operating, investing and financing activities, with no impact on total cash and cash equivalents. As a result of the restatement, net cash generated from operating activities decreased by $912k, net cash used in investing activities decreased by $1,417k and net cash used in financing activities increased by $504k. Refer to the Consolidated Statement of Cash Flows on page 100 for further details.

 

4.     Segment information

 

Operating segments are reported in a manner consistent with internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM has been identified as the Management team including the Chief Executive Officer. The segmental analysis is based on the information that the Management team uses internally for the purpose of evaluating the performance of operating segments and determining resource allocation between segments.

 

The Group has two strategic divisions which are its reportable segments.

 

The Group has the below strategic divisions shown as reportable segments:

1)     Tooling - Design, development and sale of tooling for the automotive industry.

2)     Production - Manufacturing and distributing serial production of interior parts for the automotive industry.

 

The Group evaluates segmental performance on the basis of revenue and profit or loss from operations calculated in accordance with IFRS. In accordance with IFRS 8, only Tooling and Production are identified as reportable segments, with Head Office presented solely as a reconciling item.

 

Inter-segment sales are priced along the same lines as sales to external customers, with an appropriate discount being applied to encourage use of Group resources at a rate acceptable to local tax authorities. This policy was applied consistently in the current and prior year. The inter-segment sales in 2025 were $nil (2024: $Nil).

 

                                                                                                                             Reportable Segment                     

 

2025	Tooling	Production	Head Office	Total
	$'000	$'000	$'000	$'000
Total revenue from external customers	13,458	101,375	-	114,833
Revenue from other operating segments	-	-	-	-
Depreciation and amortisation	-	(3,664)	-	(3,664)
Net finance expense	-	(1,661)	(34)	(1,695)
Segment Profit/(Loss)	5,829	8,781	(5,458)	9,152
Group Profit before tax and discontinued operations				9,152

 

                                                                                                     Reportable Segment

 

2025	Tooling	Production	Head Office	Total
	$'000	$'000	$'000	$'000
Additions to non-current assets	-	5,778	-	5,778
Reporting segment assets	910	76,659	928	78,497
Reportable segment liabilities	(26,863)	(21,048)	(829)	(48,740)

 

 

                                                                                                                            Reportable Segment

 

2024 [Restated]	Tooling	Production	Head Office	Total
	$'000	$'000	$'000	$'000
Total revenue from external customers	11,967	107,781	-	119,748
Depreciation and amortisation	-	(4,875)	-	(4,875)
Net finance expense	-	(2,084)	(46)	(2,130)
Segment Profit/(Loss) [Restated]	3,885	9,842	(7,093)	6,634
Group Profit before tax and discontinued operations				6,634

                                                                                                                             Reportable Segment

 

2024 [Restated]	Tooling	Production	Head Office	Total
	$'000	$'000	$'000	$'000
Additions to non-current assets	-	1,721	-	1,721
Reporting segment assets	963	67,956	846	69,765
Reportable segment liabilities	(2,570)	(44,430)	(1,582)	(48,582)

 

 

	External revenue by location of customers		Non-current assets by location of assets
	2025	2024	2025	2024
	$'000	$'000	$'000	$'000
Europe	28,571	42,565	1,190	1,639
North America	44,295	31,977	8,570	3,446
Asia Pacific	10,419	15,652	8,031	7,803
United Kingdom	27,250	25,680	1,721	2,133
Rest of the world	4,298	3,874	253	312
	114,833	119,748	19,765	15,333

 

Due to the nature of the automotive industry becoming increasingly consolidated with mergers, acquisitions and strategic alliances, the number of customers under separate control is decreasing whilst the size of such customers is increasing.

 

Analysis of concentration of customers, above 10% of Group revenue:                   

In 2025 the Group had three major customers representing $51.7 million (45%), $23.8 million (21%) and $12.6 million (11%) of Group revenue. These revenues are reported under Production Revenue and Tooling segments.

 

In 2024 the Group had three major customers representing $45.5 million (38%), $22 million (18%) and $9.2 million (7.6%) of Group revenue. These revenues are reported under Production Revenue and Tooling segments.

 

 

5.        Revenue

 

	2025	2024
	$'000	$'000
Disaggregation of revenue
An analysis of revenue by type is given below:
Sale of parts	101,375	107,781
Sale of tooling (including design and development)	13,458	11,967
	114,833	119,748

 

An analysis of revenue by geographical market is given within Note 4.

 

All revenue is recognised from goods transferred at a point in time.

 

Contract balances	2025	2024
Balance as at 1 January 2025	4,858	5,769
Revenue recognised that was included in contract liabilities at the beginning of the year	(3,493)	(2,718)
Increases due to cash received, excluding amounts recognised as revenue during the year	4,708	1,807
Balance as at 31 December 2025	6,073	4,858

 

 

The following table includes revenue expected to be recognised in the future, related to performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date.

 

	2026	2027	Total
31 December 2025	$'000	$'000	$'000
Tooling projects	9,286	3,490	12,776

 

 

31 December 2024	2025	2026	Total
	$'000	$'000	$'000
Tooling projects	8,010	4,516	12,526

 

All consideration from contracts with customers is accounted for as contract assets or liabilities and released to the revenue once the performance obligation is fulfilled.

 

The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

 

 

13.     Earnings per share

 

From continuing and discontinued operations:	2025	2024
	Number	Number [Restated]
Weighted average number of equity shares	73,597,548	73,597,548

 

 

	$	$
Earnings, being profit after tax	8,426,000	7,608,000

 

 

	2025 Cents	2024 Cents
Earnings per share	11.4	10.3
Diluted earnings per share	10.9	10.0

 

In 2025 and 2024 there were share options outstanding that could have a dilutive effect on earnings per share in the future.  

 

 

From continuing operations:	2025	2024
	Number	Number [Restated]
Weighted average number of equity shares (basic)	73,597,548	73,597,548
Effect of share options on issue	3,452,601	2,603,343
Weighted -average number of ordinary shares (diluted)	77,050,149	76,200,891

 

	$	$
Earnings, being profit after tax before discontinued operations	8,426,000	6,800,000

 

 

	2025 Cents	2024 Cents [Restated]
Earnings per share	11.4	9.2
Diluted earnings per share	10.9	9.0

 

 

From discontinued operations:	2025	2024
	Cents	Cents
Basic and diluted earnings per share	-	1.1
Diluted earnings per share	-	1.1

 

 

 

 

 

 

17.     Property, plant and equipment

	Plant and equipment	Fixtures and fittings	Motor vehicles	Total
	$'000	$'000	$'000	$'000
Cost at 1 Jan 2024 (Restated)	13,393	2,583	242	16,218
Additions	925	760	36	1,721
Disposals	(1,692)	(275)	(164)	(2,131)
Effect of hyperinflation	292	127	-	419
Effect of movement in foreign exchange (Restated)	(372)	(147)	(2)	(521)
Cost at 31 Dec 2024  (Restated)	12,546	3,048	112	15,706
Additions	5,497	200	81	5,778
Disposals	(367)	(228)	(2)	(597)
Effect of hyperinflation	56	66	-	122
Effect of movement in foreign exchange	322	(53)	11	280
Cost at 31 Dec 2025	18,054	3,033	202	21,289
Accumulated depreciation at 1 Jan 2024 (Restated)	(7,665)	(1,901)	(217)	(9,783)
Charge for the year	(1,125)	(246)	(12)	(1,383)
On disposals	1,315	142	139	1,596
Effect of hyperinflation	(273)	(122)	-	(395)
Effects of movements in foreign exchange	(150)	(9)	(5)	(164)
Accumulated depreciation at 31 Dec 2024 (Restated)	(7,898)	(2,136)	(95)	(10,129)
Charge for the year	(906)	(340)	(19)	(1,265)
On disposals	302	210	9	521
Effect of hyperinflation	75	23	-	98
Effects of movements in foreign exchange	556	75	34	665
At 31 Dec 2025	(7,871)	(2,168)	(71)	(10,110)
Carrying amount
At 31 Dec 2024	4,648	912	17	5,577
At 31 Dec 2025	10,182	867	130	11,179

 

 

24.     Other interest-bearing loans and borrowings

 

This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings, which are measured at amortised cost. For more information about the Group's exposure to interest rate and foreign currency risk, see Note 26.

 

	2025	2024 [Restated]
	$'000	$'000
Current liabilities Current portion of secured bank loans	7,826	9,860
Current portion of secured machine mortgage loan	1,300	404
Current portion of unsecured loan from related party	431	-
	9,557	10,264
Non-Current liabilities
Non -current portion of secured machine mortgage loan	694	100
Total	10,251	10,364

 

 

On October 11 2024, the Group moved its borrowing facilities from HSBC to FGI worldwide LLC (FGI). FGI provides a revolving credit facility and secures its borrowing on inventory and trade receivables of China Tool Projects UK Limited, CT Automotive Systems de Mexico, S.A. de C.V and IMS- Chinatool JV, LLC. In June 2025, Marelli Corporation entered Chapter 11 administration and as a result trade receivable of Marelli Corporation are not used as security for the FGI Facility due to the Chapter 11 proceedings.

 

In addition, FGI provides an over advance facility of $750,000, repayable every 6 months. The over advance facility was fully utilized at 31 December 2025.

 

On 14 November 2025, FGI provided an additional Machinery & Equipment Facility of up to $3.5 million to CT Automotive Systems De Mexico, S.A De C.V, a subsidiary of the Group, secured on eligible machinery and equipment located in the Mexican production facility.   As at 31 December 2025 $309k of this facility was utilized. 

 

As at 31 December 2025, inventories worth $4.06 million, trade receivables of $3.92 million, and machinery and equipment of $309k have been pledged.

 

As at 31 December 2024, inventories worth $3.8 million and trade receivables of $4.92 million have been pledged.

 

The currency profile of the Group's loans and borrowings is as follows:

 

 

	2025	2024 [Restated]
	$'000	$'000
USD	7,748	8,827
EUR	430	1,033
RMB	2,073	504
	10,251	10,364

 

 

	Currency	Margin	Contracted maturity	Carrying amount 31 December 2025  $'000	Carrying amount 31 December 2024  $'000
Secured bank loans	EUR & USD	4.32%	2026	7,826	9,860
Secured machine mortgage loan	RMB	5.08%	2026-2027	1,994	504
Unsecured loan from related party	USD & RMB	12.4%	2026	431	-
				10,251	10,364

 

 

 

2025

The borrowing facility with FGI allows prepayment on inventory and trade receivables of Chinatool UK Limited, and IMS Chinatool JV, LLC, after deductions of certain reserves which are calculated weekly. From June 2025, when Marelli Corporation entered Chapter 11, Marelli Corporation receivables were not included in the FGI Facility. The FGI Facility is a revolving facility and customers pay directly to FGI. 

The over advance facility is repayable every six months, and the Group can redraw these funds partially or in full as per requirements. 

 

Machine Mortgage Loans in the Chinese subsidiary represent financing obtained through sale‑and‑leaseback of plant and machinery with finance leasing companies, under which ownership of the equipment is temporarily transferred as security and reverts to the Company upon full repayment. The average interest rate for the above-mentioned facilities is 5.08% p.a.

 

The unsecured loan from related party is an unsecured working capital loan from Automotive Kinetic Systems Limited, carrying a fixed interest rate of 12.4% p.a. and repayable on demand.

 

2024

The borrowing facility with FGI allows prepayment on inventory and trade receivables of Chinatool UK Limited and IMS- Chinatool JV, LLC after deductions of certain reserves which are calculated weekly. The facility is a revolving facility as customers pay directly to FGI. The over advance facility is repayable every six months, and the Group can redraw these funds partially or in full as per requirements.

 

Machine Mortgage Loans in the Chinese subsidiary represent financing obtained through sale‑and‑leaseback of plant and machinery with finance leasing companies, under which ownership of the equipment is temporarily transferred as security and reverts to the Company upon full repayment. The average interest rate for the above-mentioned facilities is 5.08% p.a.

 

 

2025	Opening balance 1 January	Cash received / (paid) on principal	Other non-cash movements (incl FX)	New leases	Interest accrued	Interest paid	Closing balance 31 December
	$'000	$'000	$'000	$'000	$'000	$'000	$'000
Secured bank loans	9,860	(2,327)	293	-	801	(801)	7,826
Secured machine mortgage Loan	504	1,460	30		95	(95)	1,994
Unsecured loan from related party	-	385	11	-	35	-	431
Lease liabilities	6,762	(2,212)	19	1,225	764	(764)	5,794
Balance at 31 December 2025	17,126	(2,694)	353	1,225	1,695	(1,660)	16,045

 

 

2024 [Restated]	Opening balance 1 January	Cash received/(paid)	Other movements (incl FX)	New leases	Interest accrued	Interest paid	Closing balance 31 December
	$'000	$'000	$'000	$'000	$'000	$'000	$'000
Secured bank loans	-	9,567	293	-	127	(127)	9,860
Secured machine mortgage Loan	-	504	-	-	-	-	504
Trade loans	9,005	(9,000)	(5)	-	555	(555)	-
Invoice finance	4,193	(4,018)	(175)	-	386	(386)	-
Lease liabilities	7,591	(4,077)	(33)	3,281	1,062	(1,062)	6,762
Balance at 31 December 2024	20,789	(7,024)	80	3,281	2,130	(2,130)	17,126

 

 

 

 

27.     Capital management

 

The Group's primary objectives when managing capital are to safeguard the Group's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, by pricing products and services commensurately with the level of risk and by securing access to finance at a reasonable cost.

 

The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher shareholder returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position and makes adjustments to the capital structure in light of changes in economic conditions.

 

Under the terms of the FGI facility, the Group is required to maintain a Fixed Charge Coverage Ratio (FCCR) of at least 1.5x on a trailing twelve-month basis. As of 31 December, 2025, the Group reported an FCCR of 1.83x, demonstrating substantial headroom above the minimum requirement.

 

 

28.     Capital and reserves

 

	2025	2024
	$'000	$'000
Share capital
Allotted, called up and fully paid
73,597,548 (2024: 73,597,548) Ordinary shares of £0.005 each	484	484
Shares classified in shareholders' funds	484	484

 

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

 

Share premium

The share premium represents the value subscribed for share capital in excess of nominal value.

 

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations, as well as from the translation of liabilities that hedge the Group's net investment in a foreign subsidiary.

 

Merger reserve

The merger reserve comprises the consideration paid by the Company when it acquired 100% of the share capital of China Tool Projects UK Limited on 6 April 2017, the former Group Company.  The transaction is not considered to be a business combination as the new top Company formed is not considered a business under the definition in IFRS 3. Therefore, this transaction does not fall under the scope of IFRS 3 and book value accounting has been applied.

 

As a result, the consideration paid by the Company, being a combination of cash and the issue of Loan Notes, is now held in a Merger Reserve.

 

LTIP reserve

The Long‑Term Incentive Plan (LTIP) Reserve represents the cumulative charge recognised in equity in accordance with IFRS 2 - Share‑based Payment for awards granted to employees under the Group's long‑term incentive programmes.

 

Statutory PRC reserve

The Group maintains a statutory surplus reserve in accordance with PRC regulations, under which at least 10% of PRC statutory profits are appropriated annually until the reserve reaches 50% of registered capital. The reserve is not available for dividend distribution.

 

Retained earnings/(Accumulated deficit)

Accumulated deficit represents all other net gains and losses not recognised elsewhere.

 

Non-controlling interests

Non-controlling interests represents the equity in subsidiaries that is not attributable to the shareholders of the Group.

 

31.     Contingent liabilities

The Group operates in overseas jurisdictions and is required to participate in various government-sponsored employee benefit plans, including social insurance, housing funds, and other welfare-oriented obligations, contributing specified percentages of employee salaries, bonuses, and allowances up to a maximum amount set by local authorities. Authorities in some jurisdictions have not consistently enforced the employee benefit plan requirements, given the different levels of economic development in different areas. We cannot confirm that our practices will be deemed to be in compliance with the above-mentioned employee benefit plan requirements in all aspects.  The authorities may require us to pay, or in the case of any shortfalls, to cover the required social insurance and housing fund contributions. We may also become subject to fines and legal sanctions due to any failure to make social insurance and housing fund contributions for our employees. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected. We may also be subject to regulatory investigations and other penalties if our other employment practices are deemed to be in violation of local laws and regulations. We do not believe it is probable that there is an outflow of resources and therefore have not recorded a provision for the uncertain positions in relation to these plans. At the date of approving the financial statements, Management consider the probability of significant outflows from the above risks to be low.

 

In addition to the employment-related obligations noted above, the Group is also subject to certain customs, trade and regulatory considerations arising from its international trading activities.

 

The Group operates through a number of international trading and supply chain arrangements across multiple jurisdictions, including arrangements which may give rise to customs duties and related regulatory considerations. The application of relevant customs and trade regulations to these arrangements requires management judgement and ongoing monitoring and the Group proactively manages its exposure to any duty payable.  The Group continues to review relevant processes and controls, particularly in relation to cross-border trading arrangements and associated duty considerations. 

Based on the information currently available, management does not consider that any material provision is required in respect of these matters as at the reporting date. Management will continue to monitor developments and assess any implications for future reporting periods.

 

34.     Alternative performance measures

 

The Annual Report includes Alternative Performance Measures (APMs) which are considered by Management to better allow the readers of the accounts to understand the underlying performance of the Group. A number of these APMs are used by Management to measure the KPIs of the Group as outlined within the Financial Review on pages 23 to 28. The Board also monitors these APMs to assess financial performance throughout the year.

 

The APMs used in the Annual Report include:

-             Adjusted EBITDA - calculated as EBITDA adjusted for non-recurring items and non-cash foreign exchange translation (loss)/gain;

-             Adjusted EBITDA margin - calculated as adjusted EBITDA divided by revenue in the year;

-             Adjusted profit before tax - calculated as profit before tax adjusted for non-recurring items and non-cash foreign exchange translation (loss)/gain; and

-             Adjusted profit before tax margin - calculated as adjusted profit before tax divided by revenue in the year.

EBITDA is calculated using operating profit before interest, taxes, depreciation and amortisation.

APMs are calculated on EBITDA and profit before tax for continuing operations only.

 

Details of each of the non-recurring items is disclosed in Note 7

 

Adjusted EBITDA and adjusted EBITDA margin	2025	2024 [Restated]
	$'000	$'000
Adjusted EBITDA from continuing operations	14,789	14,834
Adjusted EBITDA margin	12.88%	12.39%
Adjusted and non-underlying items
-           Non-cash impact foreign exchange gain /(loss)	532	(1,244)
-           Redundancy costs	(425)	-
-           Hyperinflation*	(427)	-
EBITDA	14,469	13,590
EBITDA margin	12.60%	11.35%

*2024 restated does not include $210k of hyperinflation gain

 

Adjusted profit/ (loss) before tax and adjusted profit/ (loss) before tax margin	2025	2024 [Restated]
	$'000	$'000
Adjusted profit before tax	9,472	7,878
Adjusted profit before tax margin	8.25%	6.58%
Adjusted and non-underlying items
-           Non-cash impact foreign exchange gain	532	(1,244)
-           Redundancy costs	(425)	-
-           Hyperinflation*	(427)	-
Profit before tax	9,152	6,634
Profit before tax margin	7.97%	5.54%

*2024 restated does not include $210k of hyperinflation gain

 

Company Balance Sheet

For the year ended 31 December 2025

 

 

Company number 10451211	Notes	2025	2024
		$'000	$'000
Assets
Non-current assets
Investments	3	36,193	36,193
Deferred tax asset	4	-	-
		36,193	36,193
Current assets
Trade and other receivables	5	39,452	33,652
Cash and cash equivalents		99	35
Derivative financial assets	7	91	-
		39,642	33,687
Current liabilities
Trade and other payables	6	(28,792)	(21,762)
Derivative financial liabilities	7	-	(49)
		(28,792)	(21,811)
Net assets		47,043	48,069
Capital and reserves
Share capital	8	484	484
Share premium		63,696	63,696
LTIP reserve		124	51
Accumulated deficit		(17,261)	(16,162)
Total equity		47,043	48,069

 

The Company generated a loss of $1,099,446 in the year ended 31 December 2025 (2024: loss of $2,201,000).