The directors present the strategic report for the year ended 31 December 2024.

In 2024 the organisation had two significant but separate events, firstly a decision was made in July to refocus the organisation from a manufacturing, service and sales company, to purely a service and sales organisation. In October the Telstar group was acquired by the Syntegon group a key player in the pharmaceutical market.

The statement of comprehensive income is set out on page 9 and shows turnover for the year of £5,074,874 which even though was a 17% reduction in comparison to 2023 turnover, was a positive achievement. Taking into consideration the decision to stop receipt of new orders in the second half of the year which of course directly impacted the Orders received and turnover figures. Through internal quality improvements, a significant number of projects were delivering positive changes to the organization.

With the shift in business model, the service side of the business has continued to grow, delivery an improvement in both new orders and sales, which bodes well for the future organisation.

Market conditions in 2023, appeared to improve, and globally there was an increased amount of enquiries, pleasingly especially in the UK Market. This trend is positive and should benefit the territories in which Syntegon Telstar UK Ltd will offering services.

The largest risk is in regards to the facility, as Syntegon Telstar UK Limited (STUK) will depart our current address in 2025. However proactive management has mitigated this risk, with new locations searches already at an advanced stage some 9 months before a move will be required.

The company's foreign exchange risks are managed by currency forwarding contracts thereby minimising the effect of currency fluctuations. A constant review of overseas foreign exchange orders is made, to evaluate if the company should move to a full hedging arrangement. However this will be unlikely due to a change in business model. In addition, we are further minimising this risk by asking worldwide clients to place orders in £ Sterling where feasible.

STUK continues to have strict debtor procedures in place for current and potential customers to keep the risk of bad debts to a minimum. Group support which is reflected in the balance sheet as current liabilities; is a long-term commitment from the group.

As a going concern STUK, even though the business model has changed, investment in the service department have already lead to to a 50% increase in head count and proactive discussion with both the Telstar and Syntegon group to look for growth opportunities and knowledge sharing, this focus is also a key group initiative. STUK will remain a key competence centre for containment and aseptic technology within the group. Other than factors outside the company's control the directors are not aware of any significant risk which may adversely impact on the company during the forthcoming financial year.

                    2023        2024        % Change

Customer Service Orders            1,294,444    1,320,879    2%

Quality Control – Delivery Performance    16%        6%        (10%)

Accidents including minor            6        2        (67%)

Carbon Footprint KG CO2            129,572        117,461        (9%)

Customer Service Orders Received increased in 2024 by 2%. In terms of delivery performance, based on increased internal quality procedures, projects delivered a 10% improvement from the previous 12 months.

A 67% reduction in accidents company-wide is a significant achievement. Our compliance survey results show substantial improvements in several areas.

Our carbon footprint has decreased for the second consecutive year, with a further 5% reduction. This represents nearly a 10% reduction over two years.

Future developments

With the change in company structure, in 2025, the main focus will be on growing the service side of the business, equally as important is to complete the legacy projects.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The company passed a special resolution on 11 November 2024 changing its name from Azbil Telstar Limited to Syntegon Telstar Limited.

The principal activity of the company continued to be that of design, manufacture, validation and after care of Barrier System, Containment and Aseptic equipment for the pharmaceutical and life science market.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The company's current policy concerning the payment of trade creditors is to:

• settle the terms of payment with suppliers when agreeing the terms of each transaction;

• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

• pay in accordance with the company's contractual and other legal obligations.

Trade creditors of the company at the year end were equivalent to 55 day's purchases, based on the average daily amount invoiced by suppliers during the year.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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 company’s auditor 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 company’s auditor is aware of that information.

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 company and of the profit or loss of the company 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; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Syntegon Telstar UK Ltd (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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.

Basis for opinion

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 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 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.

Other information

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.

In the light of the knowledge and understanding of the company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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.

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 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 company or to cease operations, or have no realistic alternative but to do so.

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:

• Enquiring of directors and inspection of policy documentation as to the Company's high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud.

• Reading Board and sub committee meeting minutes.

• Considering remuneration incentive schemes and performance targets for management, directors and sales staff.

• Using analytical procedures to identify any unusual or unexpected relationships.

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.

Use of our 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.

Syntegon Telstar UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Hawthorne House Dark Lane, Birstall, Batley, West Yorkshire, United Kingdom, WF17 9LW. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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, except for the revaluation of . The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• inclusion of an explicit and unreserved statement of compliance with IFRS;

• presentation of a statement of cash flows and related notes;

• disclosure of the objectives, policies and processes for managing capital;

• disclosure of key management personnel compensation;

• disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

• the effect of financial instruments on the statement of comprehensive income;

• comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;

• disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

• a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;

• comparative narrative information;

• for financial instruments, investment property and biological assets measured at fair value and within the scope of IFRS 13, the valuation techniques and inputs used to measure fair value, the effect of fair value measurements with significant unobservable inputs on the result for the period and the impact of credit risk on the fair value; and

• related party disclosures for transactions with the parent or wholly owned members of the group.

Where required, equivalent disclosures are given in the consolidated accounts which are available to the public and can be obtained as set out in note 30.

Notwithstanding the company has net current liabilities at the balance sheet date, this is due to group working capital funding of c.£5.8m being categorised as due within one year.true

The parent company has confirmed its intention, via a letter of support, to continue to provide financial support to the entity for a period of at least 12 months from the date of the Directors' Report and the Directors are confident of the ability of the parent company to provide this support.

Accordingly, at the time of signing these accounts the Directors are of an opinion that the company will remain viable for the foreseeable future and therefore these Financial Statements have been prepared on the going concern basis.

Service Income

The Company recognises revenue when it satisfies a performance obligation by transferring control of promised services to a customer. Revenue is measured at the transaction price, which is the amount of consideration the Company expects to receive, net of discounts, rebates, and sales taxes. Recognition occurs when it is probable that economic benefits will flow to the Company and the revenue can be reliably measured at fair value.

Contract Income

The Company recognises revenue from contracts for the construction of equipment over time, using the percentage-of-completion method. This policy aligns with the principles of IFRS 15, Revenue from Contracts with Customers, as adopted by FRS 101.

Identify the contract(s) with a customer

A legally enforceable contract is entered into with a customer for the construction of a piece of equipment.

Identify the performance obligation

The performance obligation is the construction and delivery of the specified equipment as per the contractual agreement and is satisfied over time as the work progresses.

Determine transaction price

The transaction price is the amount of consideration the Company expects to be entitled to in exchange for transferring the promised equipment to the customer. This includes fixed contract prices, and where applicable, estimated variable consideration, which is only included to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

Allocate the transaction price to performance obligations.

A revenue contract contains a single performance obligation and with no separately satisfiable obligations. Therefore the contract value is the transaction price.

Recognise revenue as obligations are satisfied.

Revenue is recognised over time the use of the percentage of completion method whereby the actual direct costs incurred is assessed against the overall budgeted costs as a percentage. This percentage is used to determine the amount of revenue allowed to be recognised in the current financial period. Revenue invoices are raised to the customer on a stage of completion basis. This results in a timing difference between revenue invoiced and revenue allowed which results in either a contract asset or contract liability to be recognised on the balance sheet.

Contract Assets: When the company has incurred actual direct costs beyond the point of which revenue invoices have been raised, a contract asset is recognised for the amount of actual direct costs in excess of total revenue invoices raised.

Contract Liabilities: When the company has invoiced the customer at a stage of completion beyond the point of which actual direct costs have been incurred, a contract liability is recognised for the amount which aggregate revenue invoices raised exceeds the amount of actual direct costs incurred.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Property, plant and equipment 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:

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 income statement.

At each reporting end date, the company 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.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

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.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories 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 inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash and cash equivalents 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.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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 income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and it is probable that the company 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 a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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 inventories or non-current 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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Assets and liabilities in foreign currencies are translated into sterling at either the rates of exchange ruling at the balance sheet date or the rate of exchange agreed in any respective hedging contract. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arri\nng at the operating result.

Derivatives, including foreign currency forward exchange contracts, are recognised where material to the financial statements. They are initially recognised at fair value on the date entered into,and subsequently re-measured at fair value. Changes in the fair value are recognised in the Income statement in other operating expenses.

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from the development phase is recognised if, and only if, all of the following conditions have been demonstrated:

• the technical feasibility of completing the intangible assets so that it Wilf be available for use or sale

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset wilt generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible assets; and

• the ability to measure reliably the expenditure attributable to the intangible asset durlng its development.

The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above.

Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisatlon and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Contracts with customers

Large contracts are recognised as follows:

Amounts by which recognised turnover is in excess of invoices raised to date is separately disclosed within debtors as amounts due from contract customers.

Amounts by which invoices raised to date is in excess of recognised turnover is separately disclosed within creditors as amounts due to contract customers.

Amounts by which recorded expenditure is in excess of costs to date is disclosed within accruals.

This accounting policy is considered by the directors to be the most accurate way of accounting for profit on long term contracts evenly over the life of each project.

In the application of the company’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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Estimates

To determine project completion, the company relies on a budgeted cost value. This value is calculated using estimated machine overheads, labour hours and raw material costs. The resulting percentage of completion is then applied to calculate the contract asset or liability.

Judgements

The financial statements include costs associated with the company restructure, detailed at note 4. Included within these costs are staff costs and dilapidations which are included within provisions at note 22. Management has exercised its judgement, based on its understanding of the company's commitments and the condition of its building, to ensure the accuracy of this provision.

Pursuant to the refocus of the business operations, the company recognised an impairment of its building lease. The determination of the impairment was based on the proportional square footage occupied by the company, resulting in a corresponding reduction in the lease and property carrying value.

During the year pursuant to the change of ownership of the company, exceptional restructuring costs of £1,410,667 were incurred as the company focused more on sales and servicing revenue streams. Total restructuring costs are split as below:

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under money purchase schemes amounted to 1 (2023 - 1).

The charge for the year can be reconciled to the loss per the income statement as follows:

The company has tax losses of approximately £7,646,000 (2023: £5,650,000) to offset against future trading profits. A deferred tax asset of £1,914,000 (2023: £1,058,000) has not been provided in respect of these losses due to the uncertainty over the timing of their recovery.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

There is no significant difference between the replacement cost of the inventories and its carrying amount.

Transactions with group companies are conducted at arms length with standard credit terms.

Transactions with group companies are conducted at arms length with standard credit terms.

Transactions with group companies are conducted at arms length with an annual interest rate of EURIBOR 3 months + 2%.

Accruals and deferred income comprises of provisioned costs in relation to the refocus of the business, thus the large movement in the year.

The lease term in relation to short leasehold and motor vehicles within one year.

The provisions recognised and utilised in the year are in relation to the restructuring costs incurred as the company focuses on sales and servicing revenue streams. Provisions at 31 December 2024 are expected to be fully utilsed by 31 December 2025.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Full voting and dividend rights are attached to the Ordinary shares.

The company enters into forward exchange currency contracts to mitigate exchange rate risk for trade debts receivable in Euros.

At 31 December 2024 the outstanding contracts all mature within 12 months of the year end and the company has contracts to sell €98,598 (2023 - €433,050 ) with a fair value gain of £3,778 (2023 - gain of £8,181).

No events materially affecting the assessment of these financial statements have occurred after the balance sheet date.

As detailed in note 3 "accounting policies" the company has taken advantage of the exemption not to disclose related party transactions with wholly owned subsidiaries within the group.

The smallest group to consolidate these financial statements is Syntegon Telstar S.L.U registered in Spain. Consolidated financial statements, prepared in accordance with IFRS, are available from www.syntegon.com.

The largest group to consolidate these financial statements is Syntegon Holding GmbH, registered in Germany. Consolidated financial statements, prepared in accordance with IFRS, are available from www.syntegon.com.

The company is under the control of the shareholders of Plantin2025 Holdings Jersey Limited, the company's ultimate parent undertaking.