Company registration number 12411131 (England and Wales)
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
COMPANY INFORMATION
Directors
Dr S S Roberts
Mr M Dewhirst
W R Gresty
Mr J Sumner
Company number
12411131
Registered office
Penrose House
67 Hightown Road
Banbury
Oxfordshire
OX16 9BE
Auditor
Whitley Stimpson Limited
Penrose House
67 Hightown Road
Banbury
Oxfordshire
OX16 9BE
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10 - 11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 38
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Fair review of the business
Polar Technology Holdings Limited is the holding company for Polar Technology Management Group Limited, a recognised leader in the design and manufacture of advanced composite and metallic products and solutions, serving a blue chip customer base. The directors are pleased to report another year of strong financial performance in 2024, delivering record revenues and finishing the year with a strong orderbook for 2025 and beyond. Revenues at £30.4m increased by 8.6% over 2023 with EBITDA improving to £5.1m excluding one-off costs and financing charges.
The business continues to perform well in 2025 with revenues forecast to exceed 2024 complemented by improved EBITDA driven by transformation initiatives initiated in Q4 2024 that are delivering supply chain and productivity improvements. The business has a strong order book and comprehensive pipeline and is well placed to deliver on these projects over the coming years. This is being increasingly driven by the growing and accelerating demand for Polar’s core capabilities in electrification and light-weighting, driven by increasing customer demands and decarbonisation targets and legislative changes by governments around the world and Polar is well positioned to meet these demands. The business continues to invest with an aim of continuing to grow a first-class engineering led manufacturing operation using the latest state of the art software, equipment, and facilities to design and manufacture products for our customers globally. This includes a continued push in developing and protecting Polar’s already formidable intellectual property portfolio.
Principal risks and uncertainties
Polar continues to invest in developing its supply chain and has built-in strong resilience having developed a portfolio of suppliers supporting the delivery of quality and value to our customers whilst managing risk and ensuring continuity of supply.
Cost inflation in the external supply chain has been largely benign during the reported period and whilst the risk of higher tariffs in certain geographies has increased, Polar’s exposure is limited. Ongoing supply chain initiatives ensure Polar can continue to maintain margins whilst providing value to its customers. Polar has continued to manage cash closely to ensure that this position is well controlled. The directors are confident that the current strong trading performance will continue in line with its forecast enabling the business to maintain a positive cash flow and to meet its liabilities as they fall due for the next 12 months.
Development and performance
Trading for 2025 is in line with Polar’s forecasts and the directors are confident that Polar will deliver revenue growth and a further improved EBITDA in 2025 as the benefits of the transformation initiatives launched in 2024 are fully realised. The business has a robust order book and a strong pipeline of opportunities which underpin forecasts that will see continued strong growth in revenues further strengthening the cash generation and EBITDA positions.
The board’s strategy to continue to develop technology associated with energy efficiency, sustainability, and a drive to provide our global branded customers with the capability to deliver on their net carbon zero strategies for the next decade is already paying dividends with new contracts being won, a robust orderbook and a comprehensive pipeline of opportunities. Light-weighting, efficient power transfer technology, management of thermal energy and technologies supporting the world of electrification sit well with our customer base and new intellectual property is currently being developed in battery technology, hydrogen storage and electric motor efficiency gains.
Key performance indicators
Financial KPIs include Sales, Materials % of sales, Labour % of sales, EBITDA. At operating level, KPIs include deliveries On Time In Full (OTIF), Right First Time (RFT), Sickness and Absence (Production Days Lost) and Accident Logs. Customer satisfaction is a key KPI and is measured by an independent survey.
Polar continues to develop its ESG strategy including identification of opportunities to reduce its impact on the environment.
All KPIs are considered satisfactory but improvements in all areas are constantly being driven forward.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Going concern
The going concern assessment for the group is based on the performance of the trading subsidiary, Polar Technology Management Group Limited. Polar's profit for the period was £729k. As at 31 December 2024 the company had net liabilities of £3.5m including £18.0m liabilities relating to long term shareholder loan notes and interest not repayable within the next 12 months. Net current assets were £2.2m. The financial statements have been prepared on the going concern basis which the directors consider appropriate for the reasons set out below.
The directors believe that the company is in a strong position to continue to manufacture innovative engineering solutions to all customers across its key revenue streams. The business has delivered year on year growth and record revenues since the COVID-19 pandemic and is on track to deliver further growth in 2025. With a strong order book and comprehensive pipeline, the directors expect the company to continue to grow in future years.
The directors have prepared detailed cash flow forecasts for a period of 18 months from the date of approval of these financial statements. These indicate that the company will have sufficient funds to meet its liabilities as they fall due for that period, even in a severe but plausible downside scenario.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Other information and explanations
Polar is ISO 19001, 14001 and AS9100 accredited.
Dr S S Roberts
Director
10 July 2025
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the group is the design, development and manufacture of high-tech engineered components used across the aerospace and defence, motorsport, automotive, medical and energy markets.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Dr S S Roberts
Mr M Dewhirst
W R Gresty
Mr J Sumner
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
Auditor
In accordance with the company's articles, a resolution proposing that Whitley Stimpson Limited be reappointed as auditor of the group will be put at a General Meeting.
Strategic report
Itruen accordance with s. 414C(11) of the Companies Act 2006, the company has chosen to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 that would otherwise be contained in the directors' report. The strategic report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that it faces.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the group is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
Dr S S Roberts
Director
10 July 2025
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
- 6 -
Opinion
We have audited the financial statements of Polar Technology Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the risk of revenue recognition being materially misstated due to fraud, and the calculation of work in progress. We considered the extent to which non-compliance might have a material effect on the financial statements, and considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks related to revenue.
Audit procedures performed included:
Discussion amongst the audit team regarding the susceptibility of the client to fraud;
Consideration of the risk of fraud when documenting and reviewing internal controls and procedures;
Enquiring of management how they assess the risk of fraud, and identify and respond to the risks of fraud;
Enquiring of management whether they have any knowledge of actual or suspected frauds or non-compliance with laws and regulations;
Review of how those charged with governance exercise oversight of management's process for identifying and responding to the risk of fraud;
Substantive testing of revenue and debtors;
Review of journals for unusual items;
Review relevant tax correspondence;
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
- 8 -
Recalculation of work in progress calculations, substantive procedures, as well as analytical review;
Review VAT return entries and perform analytical procedures on VAT balances;
Substantive testing on fixed assets including having sight of the assets to confirm existence;
Tracing stock to sales invoice to vouch recoverable amount, and critical review of stock obsolescence provision;
Verification of employees;
Review of bank reconciliations for evidence of window dressing; and
Review of minutes of meetings of those charged with governance.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Laura Adkins
10 July 2025
For and on behalf of
Whitley Stimpson Limited
Chartered Accountants
Statutory Auditor
Penrose House
67 Hightown Road
Banbury
Oxfordshire
OX16 9BE
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
30,388,635
27,991,885
Cost of sales
(20,396,438)
(18,305,911)
Gross profit
9,992,197
9,685,974
Administrative expenses
(10,636,267)
(10,599,741)
Other operating income
1,066,402
1,122,829
Operating profit
4
422,332
209,062
Interest receivable and similar income
8
432
284
Interest payable and similar expenses
9
(2,140,576)
(2,023,866)
Loss before taxation
(1,717,812)
(1,814,520)
Tax on loss
10
263,015
110,205
Loss for the financial year
(1,454,797)
(1,704,315)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
7,950,889
9,280,087
Other intangible assets
11
4,391,950
3,376,230
Total intangible assets
12,342,839
12,656,317
Tangible assets
12
10,085,750
7,913,673
22,428,589
20,569,990
Current assets
Stocks
15
5,067,172
5,942,254
Debtors
16
5,337,513
5,885,468
Cash at bank and in hand
82,226
422,023
10,486,911
12,249,745
Creditors: amounts falling due within one year
17
(11,136,748)
(11,004,438)
Net current (liabilities)/assets
(649,837)
1,245,307
Total assets less current liabilities
21,778,752
21,815,297
Creditors: amounts falling due after more than one year
18
(19,847,755)
(18,394,575)
Provisions for liabilities
Provisions
22
34,928
69,856
(34,928)
(69,856)
Net assets
1,896,069
3,350,866
Capital and reserves
Called up share capital
25
14,213,506
14,213,506
Share premium account
2,415,900
2,415,900
Profit and loss reserves
(14,733,694)
(13,278,897)
Equity attributable to owners of the parent company
1,895,712
3,350,509
Non-controlling interests
357
357
1,896,069
3,350,866
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 10 July 2025 and are signed on its behalf by:
10 July 2025
Dr S S Roberts
Mr M Dewhirst
Director
Director
Company registration number 12411131 (England and Wales)
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
13,628,900
13,628,900
Current assets
Debtors falling due after more than one year
16
8,779,125
9,437,044
Cash at bank and in hand
2,493
2,543
8,781,618
9,439,587
Creditors: amounts falling due within one year
17
(904,859)
(878,874)
Net current assets
7,876,759
8,560,713
Total assets less current liabilities
21,505,659
22,189,613
Creditors: amounts falling due after more than one year
18
(8,284,704)
(8,063,898)
Net assets
13,220,955
14,125,715
Capital and reserves
Called up share capital
25
14,213,506
14,213,506
Share premium account
2,415,900
2,415,900
Profit and loss reserves
(3,408,451)
(2,503,691)
Total equity
13,220,955
14,125,715
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £904,760 (2023 - £887,430 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 10 July 2025 and are signed on its behalf by:
10 July 2025
Dr S S Roberts
Mr M Dewhirst
Director
Director
Company registration number 12411131 (England and Wales)
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2023
14,213,460
2,415,900
(11,574,582)
5,054,778
357
5,055,135
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(1,704,315)
(1,704,315)
-
(1,704,315)
Issue of share capital
25
46
-
46
-
46
Balance at 31 December 2023
14,213,506
2,415,900
(13,278,897)
3,350,509
357
3,350,866
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(1,454,797)
(1,454,797)
-
(1,454,797)
Balance at 31 December 2024
14,213,506
2,415,900
(14,733,694)
1,895,712
357
1,896,069
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
14,213,460
2,415,900
(1,616,261)
15,013,099
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(887,430)
(887,430)
Issue of share capital
25
46
-
46
Balance at 31 December 2023
14,213,506
2,415,900
(2,503,691)
14,125,715
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
(904,760)
(904,760)
Balance at 31 December 2024
14,213,506
2,415,900
(3,408,451)
13,220,955
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
6,024,880
4,190,079
Interest paid
(1,235,865)
(1,131,161)
Income taxes refunded
81,054
Net cash inflow from operating activities
4,870,069
3,058,918
Investing activities
Purchase of intangible assets
(1,902,504)
(1,044,688)
Purchase of tangible fixed assets
(4,213,498)
(2,555,163)
Proceeds from disposal of tangible fixed assets
178,123
-
Repayment of loans
-
170
Interest received
432
284
Net cash used in investing activities
(5,937,447)
(3,599,397)
Financing activities
Proceeds from issue of shares
-
46
Redemption of shares
148
Repayment of debentures
400,000
-
Repayment of bank loans
(591,869)
(99,623)
Payment of finance leases obligations
919,450
143,561
Net cash generated from financing activities
727,581
44,132
Net decrease in cash and cash equivalents
(339,797)
(496,347)
Cash and cash equivalents at beginning of year
422,023
918,370
Cash and cash equivalents at end of year
82,226
422,023
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information
Polar Technology Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Penrose House, 67 Hightown Road, Banbury, Oxfordshire, OX16 9BE.
The group consists of Polar Technology Holdings Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Polar Technology Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
This assessment is based on a review of the company's forecast trading position and detailed cashflow forecasts. Full details can be found in the strategic report on page 2 of these financial statements.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.6
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.7
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Acquired goodwill is written off in equal annual instalments over its estimated useful economic life, being 10 years from the date of acquisition.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.8
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
3 years straight line
Patents
over the remaining term of the patent
Development costs
10 years straight line
Transformation project
to commence on completion of the project
1.9
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Improvements to leasehold property
over the remaining term of the lease
Plant and machinery
5 - 10 years straight line
Fixtures and fittings
5 - 8 years straight line
Computer equipment
3 years straight line
Motor vehicles
3 years staight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.10
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.12
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Cost is calculated using the first in first out method.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
Stocks also include a significant amount of work in progress. Work in progress includes customers orders which are part complete and are valued by reference to their stage of completion. This includes the raw material costs and labour time spent to get to the stage at the year end.
Work in progress also includes items which have been manufactured in house from raw materials to make enhanced components to then be used in finished products. These items are valued based on the raw material cost and the labour time taken to manufacture the material into the enhanced component.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.13
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.14
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
1.15
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.16
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.17
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences that have originated but not reversed at the balance sheet date and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.18
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.19
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.20
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.21
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.22
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.23
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Capitalised development costs
The group recognises development costs as an intangible asset, on the basis that future economic benefit will arise through future expected revenues of products that can be sold following the project completion. The intangible assets are recognised at cost, consisting of wages, services, material and subcontract costs attributable to the project. The assets are amortised over the life of the project. The carrying amount of capitalised development costs at 31 December 2024 is £3,607,645 (2023 - £3,179,949).
Transformation project
During the year ended 31 December 2024, the group spent £551,537 in relation to its transformation project (2023 - £nil), which consisted of a supply chain initiative and operational efficiencies. These costs have been recognised as an intangible asset on the basis that economic benefits will accrue to the entity directly as a result of these project costs. The benefits will primarily be in the form of significant cost savings, which management expect to come to fruition in the year ended 31 December 2025 and future years. No amortisation has been applied in the year ended 31 December 2024 as the project was not complete.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Work in progress
At each period end, management review the recoverability of work in progress. In assessing whether any impairment exists, management take into consideration the future market for the project, the expected future use or selling price of the asset, and expected profits/losses on the project. Amounts held as work in progress totalled £3,121,422 (2023 - £3,638,358). Uncertainty arises over the valuation and recoverability of the work in progress.
Stock obsolescence
At each period end, management review the provision for obsolete stock. In assessing whether stock is obsolete, management review items with no receipts and deliveries in the prior 2 years. Management also consider adjustments for items that are used for tooling or consumables, and where there is current or expected future sales orders generating demand for these products. Management then provide for a respective amount as obsolete, depending on the stock movements. As at 31 December 2024 the provision was £411,740 (2023 - £511,934). Uncertainty arises over the valuation of the obsolete stock provision, and anticipated future demand of products is a matter of judgement.
3
Turnover and other revenue
An analysis of the group's turnover is as follows:
2024
2023
£
£
Turnover analysed by class of business
Metallic components and assemblies
16,323,567
13,622,154
Composite components and assemblies
14,065,068
14,369,731
30,388,635
27,991,885
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
22,349,573
23,024,445
Europe
6,475,471
4,005,043
Rest of the World
1,563,591
962,397
30,388,635
27,991,885
2024
2023
£
£
Other revenue
Interest income
432
284
Grants received
61,895
49,777
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
27,639
36,248
Government grants
(61,895)
(49,777)
Depreciation of owned tangible fixed assets
1,863,598
1,790,619
Profit on disposal of tangible fixed assets
(300)
-
Amortisation of intangible assets
2,215,982
2,067,935
Operating lease charges
1,708,874
1,659,090
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
121,000
84,156
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
4
4
4
4
Administration
24
18
-
-
Production
238
213
-
-
Total
266
235
4
4
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
9,094,287
8,676,179
Social security costs
1,103,359
950,064
-
-
Pension costs
448,396
370,043
10,646,042
9,996,286
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
194,420
219,570
Company pension contributions to defined contribution schemes
121,846
112,092
316,266
331,662
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
n/a
107,235
Company pension contributions to defined contribution schemes
n/a
54,996
As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
432
284
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
284,994
294,446
Interest on convertible loan notes
904,711
892,705
Interest on finance leases and hire purchase contracts
74,817
45,773
Other interest
876,054
790,942
Total finance costs
2,140,576
2,023,866
10
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(263,015)
(136,277)
Changes in tax rates
(8,572)
Adjustment in respect of prior periods
34,644
Total deferred tax
(263,015)
(110,205)
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 26 -
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(1,717,812)
(1,814,520)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(429,453)
(426,784)
Tax effect of expenses that are not deductible in determining taxable profit
4,439
7,838
Change in unrecognised deferred tax assets
226,190
208,728
Adjustments in respect of prior years
34,644
Effect of change in corporation tax rate
-
(8,572)
Depreciation on assets not qualifying for tax allowances
22,439
21,111
Amortisation on assets not qualifying for tax allowances
234,196
185,515
Research and development tax credit
(314,154)
(226,678)
Amortisation of goodwill arising on consolidation
319,800
300,874
Capitalised development costs
(326,472)
(198,061)
Enhanced capital allowances
-
(8,820)
Taxation credit
(263,015)
(110,205)
11
Intangible fixed assets
Group
Goodwill
Software
Patents
Development costs
Transformation project
Total
£
£
£
£
£
£
Cost
At 1 January 2024
12,941,981
181,675
362,610
8,549,253
22,035,519
Additions - internally developed
1,305,887
551,537
1,857,424
Additions - separately acquired
5,152
39,928
45,080
At 31 December 2024
12,941,981
186,827
402,538
9,855,140
551,537
23,938,023
Amortisation and impairment
At 1 January 2024
3,661,894
181,322
93,061
5,442,925
9,379,202
Amortisation charged for the year
1,329,198
1,927
11,666
873,191
2,215,982
At 31 December 2024
4,991,092
183,249
104,727
6,316,116
11,595,184
Carrying amount
At 31 December 2024
7,950,889
3,578
297,811
3,539,024
551,537
12,342,839
At 31 December 2023
9,280,087
353
269,549
3,106,328
12,656,317
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Intangible fixed assets
(Continued)
- 27 -
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
12
Tangible fixed assets
Group
Improvements to leasehold property
Assets under construction
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2024
3,788,773
809,139
13,058,204
590,464
1,229,220
132,099
19,607,899
Additions
235,826
785,175
3,090,304
29,696
55,702
16,795
4,213,498
Disposals
(177,823)
(2,795)
(180,618)
Transfers
25,726
(368,595)
342,869
At 31 December 2024
4,050,325
1,047,896
16,491,377
620,160
1,284,922
146,099
23,640,779
Depreciation and impairment
At 1 January 2024
1,556,375
8,564,202
441,995
1,118,084
13,570
11,694,226
Depreciation charged in the year
302,687
1,432,426
38,198
63,027
27,260
1,863,598
Eliminated in respect of disposals
(2,795)
(2,795)
At 31 December 2024
1,859,062
9,996,628
480,193
1,181,111
38,035
13,555,029
Carrying amount
At 31 December 2024
2,191,263
1,047,896
6,494,749
139,967
103,811
108,064
10,085,750
At 31 December 2023
2,232,398
809,139
4,494,002
148,469
111,136
118,529
7,913,673
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
13,628,900
13,628,900
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
13,628,900
Carrying amount
At 31 December 2024
13,628,900
At 31 December 2023
13,628,900
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Polar Technology Management Group Limited
Penrose House, 67 Hightown Road, Banbury, Oxfordshire, OX16 9BE
Ordinary
100.00
-
SST Technology Limited
Penrose House, 67 Hightown Road, Banbury, Oxfordshire, OX16 9BE
Ordinary
0
100.00
Lentus Composites Limited
Penrose House, 67 Hightown Road, Banbury, Oxfordshire, OX16 9BE
Ordinary
0
100.00
Horizon Engineering Limited
Penrose House, 67 Hightown Road, Banbury, Oxfordshire, OX16 9BE
Ordinary
0
100.00
Polar Venture Management Limited
Penrose House, 67 Hightown Road, Banbury, Oxfordshire, OX16 9BE
Ordinary
0
100.00
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
1,671,786
1,889,749
-
-
Work in progress
3,121,422
3,638,358
-
-
Finished goods and goods for resale
273,964
414,147
5,067,172
5,942,254
-
-
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Stocks
(Continued)
- 30 -
In prior years finished goods and sub-assemblies were classified as raw materials; and labour and overhead costs incurred to bring some raw materials (tools) into use, and all sub-assemblies and finished goods into use, were classified as work-in-progress. By allocating all costs associated with each stock type, it is felt that the reclassification of stock better informs the reader of the value of raw materials, work-in-progress, and finished goods at the year end.
The company manufactures stock from raw materials to finished goods, with the business model intending all stock to result in future sales to customers or for further use in component items, with stock recorded at various stages in production.
There has not been a change in accounting policy or revenue recognition, and instead stock has been reclassified to reflect a true and fair view of stock by nature.
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,326,759
4,257,069
Corporation tax recoverable
16,085
97,139
Other debtors
28,299
27,401
Prepayments and accrued income
1,031,593
832,097
4,402,736
5,213,706
-
-
Deferred tax asset (note 23)
934,777
671,762
5,337,513
5,885,468
-
-
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
8,779,125
9,437,044
Total debtors
5,337,513
5,885,468
8,779,125
9,437,044
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
19
1,073,174
1,311,870
Obligations under finance leases
20
446,790
178,409
Payments received on account
27,255
89,869
Trade creditors
3,468,236
3,272,072
Other taxation and social security
1,157,896
553,526
-
-
Other creditors
3,438,504
3,997,742
904,711
878,726
Accruals and deferred income
1,524,893
1,600,950
148
148
11,136,748
11,004,438
904,859
878,874
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Creditors: amounts falling due within one year
(Continued)
- 31 -
Included within bank loans and overdrafts above is £1,073,174 (2023 - £1,311,870) in respect of Arbuthnot Commercial Asset Based Lending Limited for loans provided in connection with asset financing.
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Debenture loans
19
3,585,000
3,185,000
Bank loans and overdrafts
19
1,193,334
1,546,507
Obligations under finance leases
20
978,876
327,807
Deferred income
21
87,141
116,239
Other creditors
8,284,704
8,063,898
8,284,704
8,063,898
Accruals and deferred income
5,718,700
5,155,124
19,847,755
18,394,575
8,284,704
8,063,898
Included within bank loans and overdrafts above is £1,193,334 (2023 - £1,546,507) in respect of Arbuthnot Commercial Asset Based Lending Limited for loans provided in connection with asset financing.
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Debenture loans
3,585,000
3,185,000
Bank loans
2,266,508
2,858,377
5,851,508
6,043,377
-
-
Payable within one year
1,073,174
1,311,870
Payable after one year
4,778,334
4,731,507
Bank loans and overdrafts and secured as detailed above in the creditors notes and in the contingent liabilities note included within these financial statements.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
20
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
446,790
178,409
In two to five years
1,053,692
373,492
1,500,482
551,901
-
-
Less: future finance charges
(74,816)
(45,685)
1,425,666
506,216
Obligations under hire purchase and finance lease agreements, which are secured on the tangible fixed assets acquired under those agreements.
21
Deferred income
Group
Company
2024
2023
2024
2023
£
£
£
£
Other deferred income
87,141
116,239
-
-
22
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Onerous lease provision
34,928
69,856
-
-
Provision is in relation to an onerous lease, for two machines held on a lease, that can't be cancelled. One of the machines was sold in the year. Therefore the onerous proportion is in relation to one machine on a non-cancellable lease.
Movements on provisions:
Onerous lease provision
Group
£
At 1 January 2024
69,856
Utilisation of provision
(34,928)
At 31 December 2024
34,928
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
23
Deferred taxation
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Assets
Assets
2024
2023
Group
£
£
Accelerated capital allowances
(1,675,618)
(827,946)
Tax losses
1,202,601
210,927
Other timing differences
1,407,794
1,288,781
934,777
671,762
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(671,762)
-
Credit to profit or loss
(263,015)
-
Asset at 31 December 2024
(934,777)
-
24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
448,396
370,043
Access to a defined contribution pension scheme is provided for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
13,629,000
13,629,000
13,629,000
13,629,000
A ordinary shares of 10p each
5,451,600
5,451,600
545,160
545,160
B ordinary shares of 0.01p each
3,830,494
3,830,494
383
383
C ordinary shares of 0.01p each
234,100
234,100
23
23
D ordinary shares of 10p each
389,400
389,400
38,940
38,940
23,534,594
23,534,594
14,213,506
14,213,506
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Share capital
(Continued)
- 34 -
Ordinary shares
The Ordinary shares carry voting, dividend and capital rights subject to the preferred rights of the A Ordinary shares. The Ordinary shares do not carry any redemption rights.
A Ordinary shares
The A Ordinary shares carry preferred voting, dividend and capital rights. The A Ordinary shares do not carry any redemption rights.
B Ordinary shares
The B Ordinary shares do not carry any voting or dividend rights. The B Ordinary shares have limited capital rights, subject to the rights of the Ordinary shares and the A Ordinary shares. The B Ordinary shares do not carry any redemption rights.
C Ordinary shares
The C Ordinary shares do not carry any voting or dividend rights. The C Ordinary shares have limited capital rights, subject to the rights of the Ordinary shares and the A Ordinary shares. The C Ordinary shares do not carry any redemption rights.
D Ordinary shares
The D Ordinary shares carry preferred voting, dividend and capital rights. The D Ordinary shares do not carry any redemption rights.
26
Financial commitments, guarantees and contingent liabilities
There is a composite debenture charge in place dated 21 September 2022 which is held by Arbuthnot Commercial Asset Based Lending Limited over all assets of the company. This includes a fixed charge over all assets owned by the company plus a floating charge over all other property owned now or in the future which is not subject to an effective fixed charge under this debenture.
There is a further debenture charge in place dated 11 August 2023 which is held by Arbuthnot Commercial Asset Based Lending Limited over the intellectual property, GB14116355.4 - IP001 - BI-Metallic Tube.
A fixed charge dated 18 September 2023 over an amount of £30,000 is held by National Westminster Bank Plc.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
27
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
794,283
531,435
-
-
Between two and five years
2,624,501
1,703,115
-
-
In over five years
256,257
639,264
-
-
3,675,041
2,873,814
-
-
Lessor
The operating leases represent leases of £814,500 to third parties. The leases are negotiated over terms of 3 years and rentals are fixed for 3 years. There are no options in place for either party to extend the lease terms.
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
659,500
814,500
-
-
Between two and five years
-
814,500
-
-
659,500
1,629,000
-
-
28
Capital commitments
Amounts contracted for but not provided in the financial statements:
Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
143,328
2,193,862
-
-
29
Events after the reporting date
In April 2025 the group refinanced with Arbuthnot. The existing plant and machinery lending facility was continued, providing a total facility of £1,569,083. The RLS loan, which amounted to £572,174 at 31 December 2024, was replaced with a six year term loan of £2,000,000.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
30
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2024
2023
£
£
Aggregate compensation
782,384
844,152
Other information
In accordance with section 33.1A of FRS 102 disclosure is not given in these financial statements of transactions entered into between two or more members of the group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.
31
Directors' transactions
A summary of the loan notes provided to the group by the directors are as follows:
2017 loan notes
Interest on the original loan notes in issue, totalling £3,710,000, held equally by the directors, Dr S S Roberts and Mr M Dewhirst, was waived with effect from 1 January 2013. On 2 April 2014, a written resolution was passed to partially revoke the interest waivers. In accordance with the resolution, gross interest of £81,250 was paid on 2 April 2014 in respect of interest accrued since 1 January 2013. Following this payment of interest, the interest waivers remained in effect in accordance with their original terms. On 3 October 2014, a written resolution was passed whereby the previous waivers were revoked such that interest would accrue from 6 April 2014 to 30 September 2014 at 2% above base rate per annum and then at 6% per annum from 1 October 2014, but in accordance with waivers issued at the same time, the interest would not need to be paid on the normal due date. On 2 May 2017, £600,000 was repaid to the directors (£300,000 each). On 8 April 2021, the rate of interest charged was increased to 10% per annum. As at 31 December 2024 loan notes of £1,555,000 (2023 - £1,555,000) were outstanding to each of the directors, and the total of £3,110,000(2023 - £3,110,000) was included within creditors due after more than one year. During the year, interest totalling £660,344 (2023 - £596,042) was charged on the loan notes, and interest of £3,838,549 (2023 - £3,178,205) remained outstanding at the year end and is included within accruals due after one year.
2018 loan notes
During the year ended 31 December 2014 the company issued 2018 loan notes to the value of £1,205,000 to each of the directors. £2,000,000 of the 2018 loan notes were repaid in September 2014. At the year end, loan notes of £37,500 (2023- £37,500) had been issued to each of the directors, and the total remaining of £75,000 (2023 - £75,000) is included within creditors due after more than one year. Interest was charged on the loan notes at 2.75% per annum. In accordance with a written resolution dated 3 October 2014, the interest rate was increased to 6% per annum from 1 October 2014, but in accordance with waivers issued at the same time, the interest would not need to be paid on the normal due date. On 8 April 2021, the rate of interest charged was increased to 10% per annum. As a result of the investment by BGF during 2021, £335,000 of the capital of the loan notes was repaid. During the year ended 31 December 2024 interest totalling £43,124 (2023 - £38,925) was charged on the loan notes, and interest of £378,776 (2023 - £335,652) remained outstanding at the year end and is included within accruals due after one year.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
31
Directors' transactions
(Continued)
- 37 -
2019 loan notes
During the year ended 31 December 2014 the company issued loan notes to the value of £100,000 to each of the directors. The total outstanding at the year end is £nil (2023 - £nil). Interest was charged on the loan notes at 2.75% per annum. In accordance with a written resolution dated 3 October 2014, the interest rate was increased to 6% per annum from 1 October 2014, but in accordance with waivers issued at the same time, the interest would not need to be paid on the normal due date. On 8 April 2021, the rate of interest charged was increased to 10% per annum. As a result of the investment by BGF during 2021, £200,000 of the capital of the loan notes was repaid. During the year, interest totalling £13,730 (2023 - £12,393) was charged on the loan notes, and interest of £144,478 (2023 - £130,748) remained outstanding at the year end and is included within accruals due after one year.
2020 loan notes (Lentus)
During the year ended 31 December 2015 the company issued additional loan notes to the value of £50,000 to each of the directors. The total outstanding at the year end is £nil (2023 - £nil). In accordance with a written resolution dated 3 October 2014, interest was charged at 6% per annum, but in accordance with waivers issued at the same time, the interest would not need to be paid on the normal due date. On 8 April 2021, the rate of interest charged was increased to 10% per annum. As a result of the investment by BGF during 2021, £1,200,000 of the capital of the loan notes was repaid. During the year interest totalling £81,343 (2023 - £73,422) was charged on the loan notes, and interest of £855,937 (2023 - £774,595) remained outstanding at the year end and is included within accruals due after one year.
2020 loan notes (Lentus formerly with Horizon)
During the year ended 31 December 2015 the company issued additional loan notes to the value of £100,000 to each of the directors. The total outstanding at the year end is £nil (2023 - £nil). Interest was charged on the loan notes at 6% per annum. On 8 April 2021, the rate of interest charged was increased to 10% per annum. As a result of the investment by BGF during 2021, £250,000 of the capital of the loan notes was repaid. During the year interest totalling £15,067 (2023 - £13,599) was charged on the loan notes, and interest of £158,540 (2023 - £143,474) remained outstanding at the year end and is included within accruals due after one year.
2020 loan notes (SST Technology formerly with Horizon)
During the year ended 31 December 2015 the company issued additional loan notes to the value of £100,000 to each of the directors. The total outstanding at the year end is £nil (2023 - £nil). Interest was charged on the loan notes at 6% per annum. On 8 April 2021, the rate of interest charged was increased to 10% per annum. As a result of the investment by BGF during 2021, £250,000 of the capital of the loan notes was repaid. During the year interest totalling £15,067 (2023 - £13,600) was charged on the loan notes, and interest of £158,544 (2023 - £143,477) remained outstanding at the year end and is included within accruals due within one year.
2018 loan notes (Lentus)
During the year ended 31 December 2017 the company issued additional loan notes to the value of £600,000 to each of the directors. The total outstanding at the year end is £nil (2023 - £nil). Interest was charged on the loan notes at 10% per annum. As a result of the investment by BGF during 2021, £765,000 of the capital of the loan notes was repaid. During the year interest totalling £47,148 (2023 - £42,557) was charged on the loan notes, and interest of £496,121 (2023 - £448,973) remained outstanding at the year end and is included within accruals due after one year.
2024 loan notes (Lentus)
During the year ended 31 December 2024 the company issued additional loan notes to the value of £400,000 to each of the directors. The total outstanding at the year end is £400,000 (2023 - £nil). Interest was charged on the loan notes at 10% per annum. During the year interest totalling £34,828 (2023 - £nil) was charged on the loan notes, and interest of £34,828 (2023 - £nil) remained outstanding at the year end and is included within accruals due after one year. In exchange for the issuance of the loan notes, £400,000 in interest was repaid from the 2017 loan notes to the directors.
POLAR TECHNOLOGY HOLDINGS LIMITED AND ITS SUBSIDIARIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 38 -
32
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(1,454,797)
(1,704,315)
Adjustments for:
Taxation credited
(263,015)
(110,205)
Finance costs
2,140,576
2,023,866
Investment income
(432)
(284)
Gain on disposal of tangible fixed assets
(300)
-
Amortisation and impairment of intangible assets
2,215,982
2,067,935
Depreciation and impairment of tangible fixed assets
1,863,598
1,790,619
Decrease in provisions
(34,928)
(143,765)
Movements in working capital:
Decrease/(increase) in stocks
875,082
(1,080,212)
Decrease/(increase) in debtors
729,916
(38,944)
(Decrease)/increase in creditors
(17,704)
1,677,486
Decrease in deferred income
(29,098)
(292,102)
Cash generated from operations
6,024,880
4,190,079
33
Analysis of changes in net debt - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
422,023
(339,797)
82,226
Borrowings excluding overdrafts
(6,043,377)
191,869
(5,851,508)
Obligations under finance leases
(506,216)
(919,450)
(1,425,666)
(6,127,570)
(1,067,378)
(7,194,948)
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