Final Results For Year Ended 31 December 2024

Notes to the financial statements
for the year ended 31 December 2024

1  Corporate information

 

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

 

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

 

2  Accounting policies

Basis of preparation

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

 

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

·      IAS 7 Statement of cash flows;

·      IFRS 7 Financial instruments disclosures and;

·      IAS 24 Key management remuneration.

 

The principal accounting policies applied in the preparation of these consolidated and separate financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The IASB has published the following amendments which were implemented by the group on 1 January 2024 but which have not had any significant impact on the group's financial statements:

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

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

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

 

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

Going concern

 

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

 

In making this assessment the Directors have considered the Group budgets for the period up to December 2026, routinely updated forward forecasts for revenue, costs and cash flows, the impact of cost cutting already completed or planned and applied sensitivities there to. The key assumptions included within the forecasts, and thus informing the Directors' views on the going concern position of the group, are as follows:

·      Sales remain consistent with the current run rates being experienced, and the new contracts add to this as we reach Stage of Production dates on key nominations in the second half of 2026;

 

2  Accounting policies (continued)

 

·      The impact of reciprocal tariffs on products ultimately supplied to the US market is assumed for the purposes of the forecast to be absorbed by the group and assumed to be at 10% of export sales value. However, the group fully expect to pass these costs through to customers;

·      To the extent activity remains at current levels, no significant additional restructuring rounds are required, and recruitment of new staff continues in line with the new projects;

·      Utilisation of the CID facility is maintained at historical levels at c.50% of the sales ledger at any point in time; and

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

 

The Directors have assumed trading remains difficult in our forecasts and this means that our finance is particularly difficult as we invest for the new projects we have won. The Group has relatively low cash headroom in our existing forecasts in the middle of 2026. As such, and should activity levels fall below those summarised above, the Directors have made some of the following assumptions and could take further mitigating actions if required. Some of the available mitigations have been listed below.

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

·      Further overhead reduction programmes if activity levels reduce; and

·      An ability to draw further against the existing CID facility, which can provide further liquidity of up to 75% of debtors below £1.5m.

 

Notwithstanding the above, the directors remain optimistic of securing additional resources to fund in particular the ramp up in sales in the latter half of 2026 from nominations already won and announced. These resources may include funding from the Government's Export Credit Guarantee Scheme, and/or from other grants for which we have two applications in hand. In order to support further growth opportunities over and above those included within the forecasting exercise, the directors also remain open to equity funding from investors and/or strategic partners to support the ultimate production ramp. The Directors consider that the prospects from such opportunities will improve as the global economy returns to a steadier state and as we move towards being profitable in 2026. 

 

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

 

Standards, amendments and interpretations in issue but not yet effective

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

- Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments made to address diversity in accounting practice by clarifying requirements in two specific areas:
• classification of financial assets with environmental, social and corporate governance (ESG) and similar features; and
• timing of derecognition of financial liabilities settled through electronic payment systems

- IFRS 18 Presentation and Disclosure in Financial Statements mandatory for periods commencing 1 January 2027. IFRS 18 introduces three key new requirements:
• specified categories and defined subtotals in the statement of profit or loss;
• improved principles for aggregation and disaggregation of information; and
• disclosures about management-defined performance measures

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

2  Accounting policies (continued)

Use of estimates and judgements

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

 

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

 

Right-of-use assets

Judgement

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

 

Property, plant and equipment

Estimation

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

 

Impairment of investment

Estimate

Investments are tested for impairment in accordance with IAS 36 'Impairment of Assets'. Investments have separately identifiable cashflows. Key inputs into the estimation uncertainty are the discount rates reflecting the asset specific risks and the future cashflows from the investment. Carrying values of the investment can be seen in note 14. A discounted cashflow model shows a recoverable value with headroom of £9,101,000 above the investment amount. The key assumptions within this model are the Directors assessment of future cash flows (as summarised in "Going Concern" above), plus the future delivery of the current nominations, a Weighted Average Cost of Capital of 13.6% and a Growth Rate of 1.0%. Sensitivities have been applied to this amount, with a 0.1% increase in the discount rate reducing the headroom by £349,000 and a £25,000 reduction in final year cashflows from the investment reducing the headroom by £119,000.

 

Expected credit losses on intercompany receivables

Estimate

The intercompany receivable balance has been assessed for expected credit losses in accordance with IFRS 9 'Financial Instruments'. The receivable relates to a loan amount with no conditions attached, it is therefore assumed to be repayable on demand with no interest charged. However the commercial plan for repayment of the loan is for Strip Tinning Limited to start to repay the loan once it becomes cash generative. The recoverability has been assessed on the basis of the future cashflows of Strip Tinning Limited as summarised in "Going Concern" above, plus the future delivery of current nominations. Therefore the key input into the estimate are the future cashflows of Strip Tinning Limited. Discounting has not been considered as an estimate as the loan is interest free and repayable on demand. To estimate these future cashflows management have used their base case model, which external investors have relied on, which estimates that Strip Tinning Limited would be able to repay the balance in full by 2030, the key assumptions within this model are a Weighted Average Cost of Capital of 13.6% and a Growth Rate of 1.0%.  To apply a sensitivity to this a model with identical inputs to the discounted cashflows model used for the impairment assessment of the investment in Strip Tinning Limited under IAS 36 has been used.

2  Accounting policies (continued)

 

The model estimates that Strip Tinning Limited will be able to repay the balance in full by 2031, under an extreme sensitivity applied, assuming no new contracts were won going forward (so that revenues were solely from existing contracted work) versus the management base case model. Under both scenarios Strip Tinning Holdings plc would be willing to allow the loan to be paid over this period, and so it is concluded that no expected credit loss need be recognised.

 

Intangible assets

Judgement

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

 

Estimation

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

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

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

 

Inventory

Judgement

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

 

Estimate

Stock which is identified as having more than one year's usage in stock is provided for on a sliding scale of 20%-90%. This has resulted in new provisions of £191,000 being made in the year, this stock has not been physically written off or scrapped, however its net realisable value has been provided against to reflect its likely future use in the business. A sensitivity is applied to provide 100% for all stock with more than one year's usage in stock, this would increase the provision applied by £110,000, however management believe that this stock does have some residual value and alternative usages, so the sliding scale is more appropriate.

 

Deferred taxation

Judgement

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

 

Convertible Loan Notes

Judgement & Estimation

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

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

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

The valuation of the derivative component requires the use of significant judgement and estimation, both at initial recognition and at each subsequent reporting date. The fair value of the conversion

2  Accounting policies (continued)

 

feature has been determined using a Monte Carlo simulation model, which reflects the option's dependence on the underlying share price at the date of conversion.

 

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

·      The risk-free rate applied at both initial recognition and at 31 December 2024 was 4%, based on the Bank of England base rate at the time. A 0.5% increase or decrease in the risk-free rate would result in a corresponding increase or decrease in the derivative liability of approximately £15,000.

·      Volatility was estimated at 68.6% as at 31 December 2024, based on the historical share price performance of the Company. A 5% increase in volatility would result in an increase in the derivative liability of approximately £99,000, while a 5% decrease would reduce the liability by approximately £103,000.

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

 

Basis of consolidation

 

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

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

 

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

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

 

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

 

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

 

Revenue

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

There are framework agreements with major customers including pricing per component and purchase orders are then received from customers for each delivery. Revenue is recognised to the extent that the performance obligations, being the agreement to transfer the product meeting the technical specifications is satisfied, which is when the customer obtains control of the product or of the tooling and is able to benefit from or direct the use of the product. This recognition occurs at a point in time, for tooling projects and all goods sales. The transfer takes place in accordance with the terms agreed with each customer, either at the point in time the goods are despatched to or received by the customer. Product is tested before dispatch, but any product returned by the customer as faulty is treated as a reduction in revenue. Any tooling revenue is recognised in full once the tooling project is complete and in use to make parts for the customer. This type of tooling built specifically for a customer

 

2  Accounting policies (continued)

 

project is retained physically by Strip Tinning under ownership of the customer once revenue has been recognised. This is separate and distinct to tooling which Strip Tinning has purchased and retains ownership of as not funded by the customer, which is shown in Property, Plant and Equipment.

 

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

 

Grants

Income based grants

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

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

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

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

 

Capital grants

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

 

Employee benefits

 

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

 

Share based payment

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

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

 

Income tax

Current income tax assets and/or liabilities comprise obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid/due at the reporting date. Current tax is payable on taxable profits, which may differ from profit or loss in the financial statements. Calculation of current tax is based on the tax rates and tax laws that have been enacted or substantively enacted at the reporting period. Deferred taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that is not a

2  Accounting policies (continued)

business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

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

 

Computer software

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

 

Research and development costs

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

 

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

·      There is an intention to complete the development;

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

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

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

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

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

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

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

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

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

 

Patent costs

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

 

 

 

2  Accounting policies (continued)

 

Property plant and equipment

 

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

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

 

Leasehold improvements                            straight line over life of lease

Plant and machinery                                   2-15 year straight line

Office equipment                                        2 year straight line

Tooling                                                      5 year straight line

 

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

 

Right-of-use assets and lease liabilities

 

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

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

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

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

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

 

 

 

 

 

2  Accounting policies (continued)

 

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

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash flows. As a result, some assets are tested individually for impairment and some are tested at the overall Group level. For the purpose of impairment testing, assets that cannot

be tested individually are grouped together into the smallest group of assets that generates cash flows from continuing use that are largely independent of the cash flows of other assets or groups of assets (the "cash-generating unit").

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

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

 

Inventories

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

 

Financial instruments

Financial assets

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

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

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

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

The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost. A financial asset is derecognised when the contractual rights to the cash flows from

2  Accounting policies (continued)

the financial asset expire, or when the financial asset and all substantial risks and reward are transferred.

 

Financial liabilities

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

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

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

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

 

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

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

 

Cash and cash equivalents

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

 

Foreign currencies

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

 

Provisions

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

 

 

 

 

2  Accounting policies (continued)

 

Equity and reserves

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

 

Retained earnings include all current and prior period retained profits.

Presentation of non statutory measures

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

 

3  Segmental reporting

 

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

 

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

	Glazing	EV	Total
Year ended 31 December 2024	£'000	£'000	£'000
Revenue	8,063	964	9,027
Cost of sales	(5,415)	(623)	(6,038)
Gross profit	2,648	341	2,989
Other operating income			230
Administrative expenses			(6,616)
Net finance expense			(1,489)
Taxation			186
Loss for the year			(4,700)

 

	Glazing	EV	Total
Year ended 31 December 2023	£'000	£'000	£'000
Revenue	9,705	1,121	10,826
Cost of sales	(6,921)	(596)	(7,517)
Gross profit	2,784	525	3,309
Other operating income			1,364
Administrative expenses			(6,075)
Finance expense			(331)
Taxation			962
Loss for the year			(771)

 

 

 

3  Segmental reporting (continued)

 

Turnover with the largest customers (including customer groups) representing in excess of 10% of total revenue in the year for 3 customers (2023: 3 customers) has been as follows:

			Year ended 31     December   2024		Year ended 31 December 2023
			£'000		£'000
Customer A			1,537		3,090
Customer B			998		1,384
Customer C			974		1,298

 

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

 

			Year ended 31     December   2024		Year ended 31 December 2023
			£'000		£'000
UK			904		1,224
Rest of Europe			4,721		4,792
Rest of the World			3,402		4,810
			9,027		10,826

 

4  Other operating income

 

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

	Year ended 31 December 2024 £'000	Year ended 31 December 2023 £'000
Other operating income comprising:
Amortisation of deferred government capital grant income	(26)	(88)
Government revenue grant income in respect of development work	(136)	(1,146)
Income relating to claim settlement with a customer	(68)	(130)

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

 

 

 

 

 

 

 

 

 

 

 

 

5  Operating loss

 

The operating loss is stated after charging/(crediting):	Year ended 31 December 2024 £'000	Year ended 31 December 2023 £'000
Amortisation of intangible assets	178	173
Depreciation of property, plant and equipment	739	828
Depreciation of right-of-use assets	217	225
Cost of inventory sold	3,739	4,174
Research and development expenditure expensed in the year	1,000	1,120
Short term lease rentals	-	-
Foreign exchange losses	93	18
Exceptional or non-recurring costs
Restructuring related staff costs	88	-
Convertible loan fees	53	-
Auditor's remuneration
For audit	73	110
Additional fees for prior year audit	-	20

 

6  Adjusted EBITDA

 

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

 

	Year ended 31 December 2024		Year ended 31 December 2023
	£'000		£'000
Operating loss	(3,397)		(1,402)
Depreciation	956		1,053
Amortisation and impairment	178		173
EBITDA	(2,263)		(176)
Foreign exchange	93		18
Share based payments	97		142
R&D tax credit fees	-		92
Non-recurring staff expenses	88		-
Convertible loan fees	53		-
Adjusted EBITDA	(1,932)		76

 

 

 

 

 

 

 

 

 

 

 

7  Staff and key management

Average monthly number of employees			Year ended 31 December  2024		Year ended 31 December 2023
			Number		Number
Management			16		14
Engineering, administration and support			25		21
Production, quality and distribution			77		102
			118		137
Payroll costs			£'000		£'000
Gross salaries			4,495		4,392
Social security costs			464		436
Share based payment (note 26)			97		142
Contributions to money purchase pension schemes			315		300
			5,372		5,270

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

 

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

 

 

Year ended 31 December 2023	Salary		Bonus	Benefits in kind		Share based payment		Pension	Total
	£'000		£'000	£'000		£'000		£'000	£'000
R W Barton	-		-	7		-		-	7
P George	40		-	-		-		-	40
A Le Van	144		60	5		18		7	234
A D Robson	130		49	6		16		-	201
M Taylor	40		-	-		-		-	40
	354		109	18		34		7	522

 

Retirement benefits were accruing to three directors in respect of defined contribution schemes (2023: one).

Key management remuneration was £817,000 (2023: £1,044,000) including £21,000 of pension contributions (2023: £22,000).

 

The highest paid director received remuneration of £253,000 (2023: £234,000) including pension contributions of £11,000 (2023: £7,000).

8  Finance income and expense

			Year ended 31 December 2024		Year ended 31 December 2023
			£'000		£'000
Finance income
Bank interest receivable			71		-
Finance expense
Interest payable on hire purchase obligations			98		119
Bank interest payable			49		133
Convertible loan note interest (rolled up)			438		-
Unwinding of discount on provisions			12		12
Lease liability finance charges			58		67
			655		331

 

 

9  Income tax

 

					Year ended 31 December 2024				Year ended 31 December 2023
					£'000				£'000
Current tax:
UK corporation tax					(186)				(222)
Adjustment for prior periods					-				(740)
Total tax credit					(186)				(962)

The tax rate used for the reconciliation is the average corporate tax rate of 25% (2023: 23.5%) payable by corporate entities in the UK on taxable profits under UK tax law. An increase to 25% from April 2023 was substantively enacted and, as the applicable rate to the expected period of reversal, is accordingly applied to deferred tax balances at 31 December 2023 and 2024.

 

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

 

			Year ended 31 December 2024		Year ended 31 December 2023
			£'000		£'000
Loss before taxation			(4,886)		(1,733)
Income tax calculated at 25% (2023: 23.5%)			(1,222)		(407)
Expenses not deductible			350		(11)
Enhanced research and development allowances			(215)		(256)
Surrender of losses for R&D credit			279		265
Differing deferred and corporate tax rates			-		(12)
Deferred tax not recognised in respect of losses			701		199
Gain on derivative not taxable			(79)		-
Adjustment for prior periods			-		(740)
Total tax credit			(186)		(962)

 

 

 

 

 

 

 

10         Earnings per share

 

			Year ended 31 December 2024		Year ended 31 December 2023
Loss used in calculating earnings per share (£'000)			(4,700)		(771)
Weighted average number of shares ('000)			18,119		15,459
Basic and diluted loss per share (pence)			(25.9)		(5.0)

 

Earnings per share has been calculated based on the share capital of the parent company. There are options in place over 1,214,959 (2023: 1,214,959) shares that were anti-dilutive at the year end but which may dilute future earnings per share. In 2024 the group completed a fundraise in part equity part convertible loan notes which resulted in an issue of 2,765,375 ordinary shares. If these had been in place for the whole year this would have reduced the 2023 loss per share to 9.5 pence. The £4,000,000 convertible loan note issued would convert into 10,000,000 shares at 40 pence per share.

 

 

 

 

11         Intangible assets

 

 

Group	Development costs £'000	Patents             £'000	Computer Software £'000	Total   £'000
Cost
At 1 January 2023	1,621	148	368	2,137
Additions	333	-	206	539
At 31 December 2023	1,954	148	574	2,676
Additions	695	-	70	765
At 31 December 2024	2,649	148	644	3,441
Accumulated amortisation
At 1 January 2023	635	136	89	860
Charge for the year	168	4	1	173
At 31 December 2023	803	140	90	1,033
Charge for the year	173	4	1	178
At 31 December 2024	976	144	91	1,211
Net book amount
At 31 December 2024	1,673	4	553	2,230
At 31 December 2023	1,151	8	484	1,643

 

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

Included within the carrying amount of the above, are assets held under hire purchase agreements of £159,000 (2023: £159,000) relating to software. Amortisation charged on these assets in the year amounted to £nil (2023: £nil).

 

 

 

 

12         Right-of -use assets

 

 

Group	Property leasehold  assets             £'000	Plant and machinery  assets £'000	Total   £'000
Cost
At 1 January 2023	1,868	112	1,980
Additions	-	164	164
Disposals	-	(55)	(55)
At 31 December 2023	1,868	221	2,089
Disposals	-	(65)	(65)
At 31 December 2024	1,868	156	2,024
Accumulated depreciation
At 1 January 2023	755	74	829
Charge for the year	173	52	225
Disposals		(55)	(55)
At 31 December 2023	928	71	999
Charge for the year	173	44	217
Disposals	-	(65)	(65)
At 31 December 2024	1,101	50	1,151
Net book amount
At 31 December 2024	767	106	873
At 31 December 2023	940	150	1,090

 

The financing charges in respect of right-of-use assets are disclosed in note 8 and the lease liabilities in 19. Short term rentals are disclosed in note 5 with no low value leases in either year. Right-of-use assets and lease liabilities relate principally to property leases. The Group leases its main operating premises, typically on a ten year lease, subject to periodic rent reviews and potential breaks, with the intention and assumption made in measuring assets and liabilities that the full period will be utilised. Total cash outflows in respect of leases were £259,000 for the year ended 31 December 2024 (2023: £271,000).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13         Property, plant and equipment

 

 

Group	Leasehold improvements £000	Plant and machinery           £'000	Tooling             £'000	Office equipment £'000	Total     £'000
Cost
At 1 January 2023	447	5,481	1,155	171	7,254
Additions	95	898	79	41	1,113
Disposals	-	(2)	-	-	(2)
At 31 December 2023	542	6,377	1,234	212	8,365
Additions	5	812	63	36	916
At 31 December 2024	547	7,189	1,297	248	9,281
Accumulated depreciation
At 1 January 2023	232	3,062	863	147	4,304
Charge for the year	35	630	138	25	828
At 31 December 2023	267	3,692	1,001	172	5,132
Charge for the year	40	547	113	39	739
At 31 December 2024	307	4,239	1,114	211	5,871
Net book amount
At 31 December 2024	240	2,950	183	37	3,410
At 31 December 2023	275	2,685	233	40	3,233

 

Included within the carrying amount of the above, are assets held under hire purchase agreements of £1,984,000 (2023: £1,679,000) relating to plant and machinery and £11,000 (2023: £44,000) relating to tooling. Depreciation charged on these assets in the year amounted to £383,000 (2023: £407,000).

 

14         Investments

 

			Shares in group undertakings
Company			£'000
At 31 December 2023			3,983
Capital contribution to subsidiary in respect of employee share options			97
At 31 December 2024			4,080

 

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

Capital contribution relates to the share based payment amounts that have been allocated to employees of Strip Tinning Limited under share option agreements (note 26).

 

15         Inventories

		31 December 2024	31   December 2023
Group		£'000	£'000
Raw materials and consumables		1,125	1,150
Finished goods and goods for resale		185	137
		1,310	1,287

An inventory impairment loss of £191,000 (2023: £254,000) was recognised in the year.

 

 

16         Trade and other receivables

 

	Group	Group	Company	Company
	31 December 2024	31 December 2023	31 December 2024	31 December 2023
Current	£'000	£'000	£'000	£'000
Trade receivables	1,819	2,173	-	-
Impairment provision	-	-	-	-
Net trade receivables	1,819	2,173	-	-
Amounts owed by group undertakings	-	-	9,588	5,563
Other receivables	125	242	-	-
Prepayments	199	270	10	16
	2,143	2,685	9,598	5,579

         

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

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

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

			2024 £'000		2023 £'000
At 1 January			-		-
Impairment charge for the year			9		34
Debt written off			(9)		(34)
At 31 December			-		-

 

 

 

 

 

 

 

 

 

 

 

 

16         Trade and other receivables (continued)

 

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

		Less than 30 days overdue				30 to 60  days overdue				More than 60 days overdue
		£'000				£'000				£'000
31 December 2023		308				-				57
31 December 2024		266				1				58

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

 

17         Trade and other payables

 

	Group	Group	Company	Company
	31 December 2024	31 December 2023	31 December 2024	31 December 2023
Current	£'000	£'000	£'000	£'000
Trade payables	694	1,271	-	56
Other payables	156	99	-	-
Taxation and social security	114	111	-	-
Accruals	399	549	107	143
Deferred income	267	167	-	-
	1,630	2,197	107	199
Non current liabilities
Deferred income (grants)	-	11	-	-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18         Borrowings

 

	Group		Company
	31 December 2024	31 December 2023	31 December 2024	31 December 2023
Current liabilities	£'000	£'000	£'000	£'000
Invoice discounting facility	356	492	-	-
Loans	81	74	-	-
Asset-based borrowings	215	407	-	-
	652	973	-	-
Non current liabilities
Loans	74	155	-	-
Convertible loan note liabilities	3,536	-	3,536	-
Asset-based borrowings	884	643	-	-
	4,494	798	3,536	-
Non current derivative liabilities
Derivative fair value liability	1,506	-	1,506	-

 

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

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

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19         Lease liabilities

 

 

Group	31 December 2024	31 December 2023
	£'000	£'000
Current	164	201
Due in one to five years	680	683
Due in more than five years	92	253
Non-current	772	936

 

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

 

 

20         Movements in total financing liabilities

 

 

Group	Borrowings	Lease liabilities	Total financing
	£'000	£'000	£'000
At 1 January 2023	1,545	1,177	2,722
Cash movements:
Lease liability payments	-	(204)	(204)
Hire purchase finance advanced	297	-	297
Hire purchase payments	(510)	-	(510)
Invoice discounting finance advanced	492	-	492
Loan repayments	(53)	-	(53)
Interest paid	(252)	(67)	(319)
Non-cash movements:
Interest accrued	252	67	319
New lease liabilities	-	164	164
At 31 December 2023	1,771	1,137	2,908
Cash movements:
Lease liability payments	-	(201)	(201)
Hire purchase finance advanced	475	-	475
Hire purchase payments	(426)	-	(426)
Invoice discounting finance repaid	(136)	-	(136)
Loan advanced	4,000	-	4,000
Loan issue costs paid	(301)	-	(301)
Loan repayments	(74)	-	(74)
Interest paid	(147)	(58)	(205)
Non-cash movements:
Treated as derivative liability	905	-	905
Interest accrued	585	58	643
At 31 December 2024	6,652	936	7,588

 

 

 

 

 

 

21         Financial instruments and capital management

 

Risk management

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

Capital management

The Group's capital comprises all components of equity which includes share capital and retained earnings amounting to £2,186,000 at 31 December 2024 (2023: £5,796,000). The Company's objectives when maintaining capital are to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. The capital structure of the Company consists of shareholders equity with all working capital requirements financed from cash and major capital expenditure funded by leases and hire purchase agreements. Continuing investment in EV has also required utilisation of convertible loan note funding. The Company sets the amount of capital it requires in proportion to risk. It manages its capital structure and makes adjustments to it in the light of changes in economic conditions, the ability to finance capital purchases and the risk characteristics of the underlying assets and activity. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Market risks

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

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

 

Foreign exchange risk

The Group trades with overseas customers and, whilst it has net foreign currency balances, also makes a degree of purchases in the respective currency and uses currency denominated accounts to defer conversion to sterling or to utilise the currency when needed. There has therefore been a reduced sensitivity to fluctuations in exchange rates although a 10% increase or decrease in Euro and US dollar exchange rates against sterling could impact the results by up to £150,000 or £50,000 as a reduction or increase in profit respectively.

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

		31 December 2024		31 December 2023
		£'000		£'000
Euro denominated		720		1,119
US dollar denominated		968		413

Interest rate risk

The Group makes use of fixed rate three to five year hire purchase agreements to acquire property, plant and equipment with interest rates typically ranging from 3.5% (new agreements in 2020 to 2022) to 10% (2024); this spreads the capital cost, ensures that the Group maintains sufficient cash resources for working capital purposes and ensures certainty of total costs at the point of acquisition of those assets. A £4m convertible loan note was used to raise funds in January 2024 with a coupon

21         Financial instruments and capital management (continued)

 

of 10% where interest is rolled up and all payable on repayment of the loan. A five year term bank loan has also been drawn upon at a fixed interest rate of 9.4% and invoice discounting facilities of up to £1.5m subject to eligible receivables at an interest rate of 2.85% over base rates. These liabilities are set out in note 18.

Credit risk

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

 

At 31 December 2024 trade receivables were £1,819,000 (31 December 2023: £2,173,000) with 18% (31 December 2023: 35%) of the balance owed by one customer group and 44% (2023: 40%) of the balance by 3 other customers with operations based in a number of European and other countries.

The ageing of overdue debtors is included in note 16 with all amounts subsequently substantially received. The impairments to trade or other receivables in 2023 and 2024 have been immaterial and relate to a few smaller customers.

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

 

Liquidity risk

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

 

At 31 December 2024	Up to 1 year		1-2 years			2-5 years				Over 5 years
	£'000		£'000			£'000				£'000
Trade, other payables and accruals	1,249		-			-				-
Hire purchase obligations	514		345			507				-
Loans and invoice discounting facility	448		77			6,000				-
Lease liabilities	212		210			562				420
	2,423		632			7,069				420
At 31 December 2023	Up to 1 year		1-2 years				2-5 years				Over 5 years
	£'000		£'000				£'000				£'000
Trade, other payables and accruals	1,919		-				-				-
Hire purchase obligations	488		374				419				-
Loans and invoice discounting	584		92				77				-
Lease liabilities	260		212				602				591
	3,251		678				1,098				591

Classification of financial instruments

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

 

 

 

 

 

 

 

22         Financial instruments and capital management (continued)

 

Financial assets
		31 December 2024		31 December 2023
At amortised cost		£'000			£'000
Trade receivables and other receivables		1,944			2,415
Cash and cash equivalents		512			343
		2,456			2,758
Financial liabilities
	31 December 2024			31 December 2023
	£'000			£'000
At amortised cost
Trade payables, other payables and accruals	1,249			1,919
Hire purchase obligations	1,099			1,050
Loans and invoice discounting facility	4,047			721
	6,395			3,690

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

 

23         Provisions

 

The dilapidations provisions were reassessed during 2022 in respect of the group's rented properties and increased to allow for potential reinstatement costs that may be incurred at the end of the leases in 2030 under the standard terms in the contracts. This primarily resulted in an increase in the amount recognised in respect of the right of use assets for property and in the discounted provisions liability which amounts to £251,000 at 31 December 2024 (2023: £239,000). The dilapidations settlement would be due on the end of the businesses current lease, which is 2030, the amount of settlement is uncertain and is based on an Expert's assessment conducted in 2022.

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

 

Group	Dilapidations provision	Terminated contract provision	Total
	£'000	£'000	£'000
Liability at 31 December 2022	227	-	227
Provision charged in year	-	121	121
Unwinding of discount on provision	12	-	12
Liability at 31 December 2023	239	121	360
Provision released in year	-	(121)	(121)
Unwinding of discount on provision	12	-	12
Liability at 31 December 2024	251	-	251

 

 

 

 

 

 

 

 

 

 

 

24         Deferred taxation

 

Group

 

Liability/(asset) in respect of:	Accelerated capital allowances	Intangible R&D assets	Share based payment	Losses and other timing differences	Total
	£'000	£'000	£'000	£'000	£'000
As at 31 December 2022	731	268	-	(999)	-
Credit to profit or loss	142	(97)	(59)	14	-
As at 31 December 2023	873	171	(59)	(985)	-
Credit to profit or loss	53	(27)	59	(85)	-
As at 31 December 2024	926	144	-	(1,070)	-

 

The Group has tax losses carried forward of approximately £7,990,000 (2023: £5,403,000) and an unrecognised deferred tax asset of £929,000 (2023: £456,000) in respect of these. The net asset has not been recognised as it is not yet considered sufficiently probable, in the short term, that the asset will be realised. The tax losses carried forward have no expiry date.

 

The Company has tax losses carried forward of £1,820,000 (2023: £1,182,000) and an unrecognised deferred tax asset of £456,000 (2023: £296,000) in respect of these. The deferred tax asset has only been recognised as far as it offsets the deferred tax losses due to the timing of the when the tax will materialise, so it is appropriate to net them off.

 

25         Share capital

 

The movements in share capital have been as follows:

 

Company and Group	Number of £0.01 shares	Nominal		Share premium
		£'000		£'000
At 31 December 2022 and 2023	15,459,714	154		6,966
EIS and VCT placing shares issued at £0.40 each	2,765,375	28		965
At 31 December 2024	18,225,089	182		7,931

 

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

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

 

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

 

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

 

26         Share based payment

 

Options over parent company shares under a Long Term Incentive Plan were granted in February 2022 with an exercise price of £0.01. These were subject to a three year vesting period. Options over 122,702 shares required a total shareholder return ('TSR') target to be achieved and 129,188 earnings and gross profit targets to be achieved. 42,162 of those subject to a TSR return and 42,162 subject to earnings targets lapsed when the director left on 31 March 2022, with another 36,484 of those subject to a TSR return and 36,484 subject to earnings targets lapsed when a second director left on 1 August 2024. The respective fair values of £1.49 (TSR market condition and probability applied) and £0.00 (earnings target conditions) have been calculated using a Monte Carlo option pricing model applying the three year vesting period, share price of £1.85 at date of grant, a risk free rate of 2%, expected dividends of nil and estimated volatility of 100% with a £14,000 (2023: £25,000) charge in the year.

 

Further options under the LTIP plan were granted in May 2022 with an exercise price of £0.01. These were subject to a three year vesting period. Options over 30,270 shares required a total shareholder return ('TSR') target to be achieved and 56,216 earnings and gross profit targets to be achieved. The respective fair values of £0.32 (TSR market condition and probability applied) and £0.00 (earnings target conditions) have been calculated using a Monte Carlo option pricing model applying the three year vesting period, share price of £1.475 at date of grant, a risk free rate of 2%, expected dividends of nil and estimated volatility of 18.6% with a £7,000 credit (2023: £7,000 charge) in the year.

 

On 2 November 2022, employees were granted a total of 322,345 of free shares subject to a three year vesting period. The fair value of £0.725 per share has been calculated using a Black Scholes option pricing model applying the three year vesting period, share price of £0.725 at date of grant, a risk free rate of 2%, expected dividends of nil and estimated volatility of 50% with a £76,000 (2023: £74,000) charge in the year.

 

On 3 March 2023, 960,908 options under the LTIP plan were granted with an exercise price of £0.01. These were subject to a three year vesting period. Options over 480,454 shares required a total shareholder return ('TSR') target to be achieved and 480,454 operating profit targets to be achieved. 85,909 of those subject to a TSR return and 85,909 subject to earnings targets lapsed when the director left on 1 August 2024. The respective fair values of £0.31 (TSR market condition and probability applied) and £0.00 (earnings target conditions) have been calculated using a Monte Carlo option pricing model applying the three year vesting period, share price of £0.55 at date of grant, a risk free rate of 2%, expected dividends of nil and estimated volatility of 55.8% with a £35,000  (2023: £36,000) charge in the year.

 

On 13 August 2024, 760,000 options under the LTIP plan were granted with an exercise price of £0.01. These were subject to a twenty eight month vesting period. Options over all 760,000 shares required a total shareholder return ('TSR') target to be achieved. The respective fair values of £0.29 (TSR market condition and probability applied) has been calculated using a Monte Carlo option pricing model applying the twenty eight month vesting period, share price of £0.43 at date of grant, a risk free rate of 5%, expected dividends of nil and estimated volatility of 75.2% with a £31,000  (2023: £nil) charge in the year.

 

In view of the short period since listing for some options listed above, volatility was estimated at 100% to give the most prudent valuation, this does not have a material impact on the valuation. Unexpired options have an average vesting period remaining at 31 December 2024 of 1.4 years (2023: 1.9 years).

 

Share based payments detailed above total a charge of £149,000 in the year, the total referenced in the Consolidated Statement of Changes in Equity is £97,000. The difference of a £52,000 credit in the year relates to old options no longer active.

 

 

 

 

 

 

 

 

26         Share based payment (continued)

 

The movements in share options have been as follows:

 

	Weighted average exercise price £	PSP scheme	Employee free share scheme
		Number	Number
As at 31 December 2023	0.008	1,214,959	322,345
Lapsed in the year		(244,790)	-
Exercised by good leavers		-	-
Granted in the year		244,790	-
As at 31 December 2024	0.008	1,214,959	322,345
Lapsed in the year		(277,218)	-
Exercised by good leavers		-	-
Granted in the year		760,000	-
As at 31 December 2024	0.008	1,697,741	322,345

  

 

27         Capital commitments and contingent liabilities

 

The Group had capital commitments contracted but not provided for of £568,000 at 31 December 2024 (2023: £nil). The Company had no capital commitments.

 

 

28         Control and related party transactions

 

At 31 December 2024, the Company was an ultimate parent company. Mr R Barton was considered to be the ultimate controlling party. The key management personnel is considered to be the directors.  Please refer to note 7 for details of key management personnel remuneration.