Introduction

The Tritech group business was founded in 1982 as a centre of excellence for providing investment casting products and services. Ultimate ownership of the group headed by Neterson Holdings Limited is with Chemical and Ferro Alloys Private Limited which is part of the Neterwala group of companies. The origins of the group in investment casting still dominate activities, but continuous later developments, which included new acquisitions, new applications and process improvements, have seen the Group extend its capabilities and service to a range of industrial applications.

The financial measures used by the Group is set out below:

The financial review provides a summary of how Neterson Holdings Limited “the group” has performed during the year and provides additional information to that contained within the financial statements. The report also comments further on the group’s profitability and cash flow and the key performance measures that are used to manage the ongoing performance of the group.

The financial year ended 31 March 2025 saw continued growth of all of the strategic markets to which the company operates within.

On 28 February 2025, the shareholders of Neterson Holdings Limited concluded a consolidation of the operating entities within the Group. This resulted in acquiring an investment in Tritech Precision Products Limited from Tritech Group Limted and selling an investment in Tritech Precision Products (Yeovil) Limited to Tritech Precision Products Limited. The Shareholders believe Tritech Precision Productions Limited, as a consolidated single operating entity within the UK will be the platform for future investment and growth as the Customer will see one Tritech business in the UK. The trade and assets of Tritech Precision Products (Barnstaple) Limited and Tritech Precision Products (Yeovil) Limited were subsequently hived up to Tritech Precision Products Limited as part of this transaction.

The Group saw an increase in turnover to £50.0m in the year, a 6.1% increase on the prior year.

This growth is as a result of focused delivery on service and quality within existing contracts, the extension of capabilities and services, and the growing reputation of the Group to deliver on a range of complex new product development and the subsequent conversion to serial production.

The Group continues to develop new applications and opportunities for its core skills in the design, development, and delivery of complex cast products and assemblies. Furthermore, the Group is focused on extending it’s offering by providing opportunities to new manufacturing locations in India through other Neterwala Group companies, bringing cost benefits associated with this.

In addition to the growth in Turnover, new management focus on cost management and mitigation initiatives delivered an increase in Operating Profit to £4.3m (8.7% on sales) which is a 46% increase on the year to March 2024 performance.

The Group and its Shareholders continue to invest in new technologies and equipment with the development of a dedicated Engineering Research and Development Centre at the UK Group headquarters based in Wrexham, North Wales. This development centre is focused on delivering alternate solutions to complicated problems whilst providing a best in class product at a best in class cost.

The Group enjoyed a further cash injection from a loan in the year from its Shareholder, which demonstrates a commitment by key Stakeholders in the Group towards delivery of the longer-term goals and the vision of the Directors of the Group. Due to the hive up of the companies, this has led to the consolidation of all the banking facilities into one account with no change to the overall facility limits.

The Group continues to enjoy a strong order book to further deliver Sales Growth and is active in several new opportunities with key customers in a range of markets including Aerospace and Defence, which ensure the growth continues throughout the coming years.

At the year end, the Group's net assets increased by £2.2m to £11.1m. There is no impact at group level from the hive up of the assets, creditors and debtors of Tritech Precision Products (Barnstaple) Lmited and Tritech Precision Products (Yeovil) Limited as at 28th February.

Events affecting the group since the balance sheet date

None

The group has a constant challenge to meet customer expectation and demand in constantly expanding markets with added risks and uncertainties generated by world events including the cost of living increases, and the conflict in Eastern Europe and the Middle East.

The Tritech group continues to benefit by being part of many long-term and growing programs with our valued long-term customers. It is important that the business is ready to absorb the growth. The expansion plans which started in 2016 (addition of adjacent new site for the Wrexham foundry and plans for expansion of the Wrexham machining facility) puts the business in a good position to deal with any uplift in business. Also, the wider group can 'share' business around the 4 foundries within the group (including the ultimate parent company's operation in India) with customer approval.

The business has good long-term visibility of customer orders (up to 18 months) and good intelligence of the various programs of work we are engaged upon. This enables early warning of capacity and manning level requirements and gives pre warning of any potential reductions to the order book so that corrective actions can be taken. The directors are confident that even with current market conditions and the impact of world events, that the current orderbook will support the revised sales expectations into March 2026 and beyond. The group always has stretched targets to drive performance. New contracts continue to be secured which will lead to additional sales in future years. In Q1 2025 there have been various production issues which has meant missed orders but Management are hopeful to fulfil all customer orders for the year.

Employment changes were made in 2024/25 in line with some re-organisation to the management structure to support the Turnover growth whilst remaining compliant with all UK Government guidelines. The Directors have continued to focus on the manning levels required to support the future growth, with manning levels expected to increase in future years.

The main risks associated with the group’s financial assets and liabilities are set out below:

Interest rate risks

The group finances its operations through a mixture of retained profits and external borrowings. The external borrowings are at a base plus interest rates. This gives the group certainty regarding interest payments.

Foreign currency risk

The group’s transactions are predominantly in Sterling, US Dollar and Euros. The group seeks to mitigate the effect of its structural currency exposure by purchasing in the same functional currency as it sells. The group does not hedge any currency exposure.

Cashflow risk

The group aims to mitigate cashflow risk by managing cash generated by its operations. Authorisation

limits are in place for all types of expenditure. Although the hive up has meant a consolidation of bank accounts, the cashflows are still managed on a daily basis with a 6 month outlook to ensure that there is sufficient cash for future needs based on sales and receipts of sales invoice payments.

Credit risk

The group’s objective is to reduce the risk of financial loss due to a customer's failure to honour its obligations. All customers are subject to credit control procedures and each customer has an appropriate credit limit set. Where credit risk is perceived, payment must be made by letter of credit or payment in advance of sale/distribution.

Liquidity risk

Daily cashflows are forecast and monitored to ensure that the group remains within its available funding facilities. Revised trading and cashflow forecasts have been communicated to the bank and the directors consider the available and proposed facilities to be adequate.

The long-term strategic vision for the group remains the creation of long-term value for our shareholders. The Medium to long term aim of the Directors is to provide value from sales growth, profitability, cash generation and strong return on capital employed. These shared views drive decision making and behaviour in the group with the financial objectives aligned to this end and focused on five key objectives

- Increasing revenue;

- Improving operating margins;

- Maximising return on capital employed;

- Maximising free cash flow:

- Focus on 'Right First Time' manufacturing.

The record of financial performance metrics is set out below:

2025     2024 2023     2022                 

Sales Turnover      £50.0m     £46.9m £39.5m £32.4m    

EBITDA              £5.3m     £3.4m     £2.7m £2.0m    

EBITDA % of Sales      10.7%     7.3% 7.0% 6.3%

Profit/(loss) before tax £3.0m     £0.9m     £0.7m £0.1m

In the year ended 31 March 2025, group revenue increased by £3.1m, primarily driven by improvements in the Civil Aviation and the Defence markets. These markets continue to deliver further growth post year end and the forecast for 2026 onwards continues to be positive.

Non-financial key performance indicators

The group also uses non key performance indicators to manage its operations. The group monitors employee numbers to track the number of staff required in the manufacturing process and the number of administration staff required to support it.

Staff numbers are as follows:

2025 2024                

Production 348 336

Selling and distribution 11 11                    

Office and management 85 97                        

Total 444 444                        

Cash Flow

Working capital has been tightly controlled during the year. Trade Debtors has decreased, as did Trade Creditors. Inventory also slightly decreased in the second half of the year due to better control of re-order levels.

Debt

During the year, the level of debt decreased by £1.9m due to a reduction in the invoice discounting balance and continued repayment of finance leases and the loan balance. Trade Creditors decreased to £5m. The directors believe that the level of debt in the group is manageable and serviceable.

The directors welcome the opportunity to explain how they have had regard to matters set out in section 172(1), Companies Act 2006, considering factors (a) to (f):

(a) the likely consequences of any decision in the long term

The Board are cognisant of the changing environment in which we operate and meet regularly to review our performance and outlook. With this vision and values, we aim to maintain our position of the leading UK providers of our services and continually strive to deliver long term economic, social, and environmental value to our clients, our staff and all our stakeholders.

At all Board Meetings the Board consider the present position of the group and how that impacts on the position of the group and all its stakeholders. At the monthly Board Meetings, the Board further reviews current strategy and seeks opportunities for safety, innovation, delivery, community, and continual improvement for the benefit of the Group and its stakeholders.

(b) the interests of the group’s employees

Management continues to ensure that the interests of the employees are considered when making operational decisions which may affect them. To ensure that decisions are taken with the interests of the employees in mind the management meet each month with representatives of the employees to discuss significant operational matters. This forum has helped improve relationships at all levels of the workforce. Health and Safety of all employees is of paramount importance and the company continues to enhance the health and safety culture within the business, throughout all our people.

(c) the need to foster the group’s business relationships with suppliers, customers, and others

The group has continued to foster close relationships with key suppliers and customers of the business. The management has worked very hard over the last year or so to develop sound working practices with suppliers and customers and has focused on those suppliers and customers who demonstrate commitment to the relationship to ensure a quality product to the end user.

(d) the impact of the group’s operations on the community and the environment

The group has ongoing projects which review gas and electricity usage. We have a program of work in place to review energy consumption and loading across the manufacturing equipment. This involves monitoring each piece of equipment to understand energy loading.

From data collected we have been able to reduce the equipment operating periods in line with reduced working periods. We are also planning our component loading to maximise the capacities of the equipment we use, by ensuring fully loaded runs take place wherever possible.

(e) the desirability of the group maintaining a reputation for high standards of business conduct

The standard and quality of our product is critical in the Sales Markets within which we operate. Management continually reviews the systems and procedures to ensure compliance with all quality and specification standards. The business has a process of internal monitoring of these standards which help ensure the quality and safety of product is maintained.

(f) the need to act fairly between members of the group

The group is wholly owned, and the ultimate shareholder body has regular oversight of the running of the business. All strategic decisions are taken following consultation with the shareholder body and so management can be seen to act fairly with all members of the group.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the group continued to be that of precision investment casting.

The results for the year are set out on page 14.

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

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

The group and its subsidiaries undertake research and development activities. The activities seek to achieve an advance in science or technology through the resolution of scientific or technical uncertainty.

Activities include, shelling process improvement, business management application process improvement, Exhaust duct cast development, casting process improvement and other development projects.

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.

The group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the group. This is achieved through formal and informal meetings. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.

The group has followed the 2019 HM Government Environmental Reporting Guidelines, the Group has also used the GHG Reporting Protocol Corporate Standard and have used 2024 UK Government Conversion Factors for Company Reporting. The energy consumption and emissions of CO2 equivalent presented above for FY 2024 include an estimation of usage.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m of turnover, the recommended ratio for the sector.

The Group continues to review gas and electricity usage across the Group and loading across our manufacturing equipment. This involves monitoring each particular piece of equipment to understand energy loading. From data collected the Group has been able to reduce the equipment operating periods in line with reduced working periods. The Group is planning our component loading to maximise the capacities of the equipment we use, be ensuring full loading runs take place wherever possible.

During the year, the Group has seen a reduction in Gas usage mainly due to the use of 4 mould heating ovens compared with 5 in 2024, which is reflected in the reduced kWh, CO2 for gas combustion and intensity ratio compared with 2024.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) 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 to be contained in the directors' report.

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 company 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.

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.

We have audited the financial statements of Neterson Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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 March 2025 and of the group's profit 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 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.

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 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.

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.

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities,

including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including legislation such as the Companies Act 2006, taxation legislation, data protection, employment, and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations through making enquiries of management and reviewing legal and professional fee invoices.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries posted during the period and at the period end to identify unusual transactions; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims;

• reviewing correspondence and agreements with HMRC;

• reviewing legal and professional fees incurred during the period to identify any potential indications of non-compliance with laws and regulations.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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.

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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,515,545 (2024: £269,663 loss).

Neterson Holdings Limited (“the company”) is a private company, limited by shares, domiciled and incorporated in England and Wales. The registered office is Bridge Road North, Wrexham Industrial Estate, Wrexham, Clwyd, Wales, LL13 9PS.

The group consists of Neterson Holdings Limited and all of its subsidiaries.

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 3 Financial Statement presentation paragraph 3.17(d);

• 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 33 ‘Related Party Disclosures’: Compensation for key management personnel.

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 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.

The consolidated group financial statements consist of the financial statements of the parent company Neterson Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 March 2025. 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.

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.

Turnover is recognised at the fair value of the consideration received or receivable for goods 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.

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

• the group has transferred the significant risks and rewards of ownership to the buyer;

• the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• the amount of turnover can be measured reliably;

• it is probable that the group will receive the consideration due under the transaction; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is between 10 and 20 years depending upon the subsidiary or business acquired.

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:

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:

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.

Tangible fixed assets under the cost model are stated at historical cost (or deemed cost) less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. On transition to FRS 102 the group elected to revalue some of its plant and machinery and adopt this revaluation as deemed cost.

The group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Equity investments are measured at cost less impairment.

In the parent company financial statements, investments in subsidiaries 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.

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).

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Stocks include items purchased and exclude items sold, subject to reservation of title.

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete, slow moving or defective items. The cost of stock includes all expenditure in bringing stocks to their present location and condition, as follows:

• Raw materials - Cost on a first in, first out basis

• Work in progress - Measured using the retail method, which is estimated selling price reduced by a profit margin percentage, multiplied by an estimated percentage stage completion.

• Finished goods - Manufactured finished goods are measured using the retail method, which is estimated selling price reduced by a profit margin percentage. Purchased finished goods are measured at cost on a first in, first out basis.

Net realisable value is based on estimated selling price less further costs expected to be incurred to completion and disposal.

Cash and cash equivalents are basic financial assets and include cash in hand, amounts drawn down on an invoice finance facility and bank overdrafts. Amounts drawn down on invoice finance facility and bank overdrafts are shown within borrowings in current liabilities.

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 statement of financial position 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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.

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 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 liabilities are generally recognised for all timing differences 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. Such assets and liabilities are not recognised if the timing 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 if, and only if, there is 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.

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.

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

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 statement of financial position 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.

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.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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.

In the directors' opinion there are no critical judgements, apart from those involving estimations (dealt with separately below), that they have been made aware in applying company's accounting policies and that have had a significant effect on the amounts recognised in the financial statements.

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.

The group has adopted the retail method for valuing all work in progress and manufactured finished goods. This requires management to estimate the profit margin percentage used to reduce selling price to the estimated cost. This estimated profit margin percentage is based on a combination of average results for the current and previous two years and is calculated as gross profit less an estimated portion of production overheads attributed to direct costs, as a percentage of turnover.

Management have estimated the provision required for stocks that have been manufactured, but currently have no orders allocated against them. A provision is made against finished goods that are not part of a kit, have no orders against them and have not moved in the last 12 months.

Management estimate the stage of completion for products in work in progress, based on their expertise and knowledge of the production process. Different stages of production are documented and a percentage stage of completion applied depending on the part of the process that the product is currently in. Uncertainties in the stage of completion of work in progress relate to the actual amount of work completed on a product at the year end, compared to the estimated percentage stage of completion applied.

Management review the useful economic lives of depreciable assets at each reporting date as to allocate the cost of assets, less their residual value, over their estimated useful lives. Uncertainties in these estimates relate to the actual life of the tangible fixed assets.

Management review the useful economic lives of amortisable assets at each reporting date as to allocate the cost of assets, less their residual value, over their estimated useful lives. Uncertainties in these estimates relate to the actual life of the intangible fixed assets.

The turnover and profit before taxation are attributable to the one principal activity of the group.

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

Their aggregate remuneration comprised:

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

On transition to FRS 102 the group elected to revalue some of its plant and machinery and adopt this valuation as deemed cost. If plant and machinery had not been revalued it would have been included at cost as follows:

Details of the company's subsidiaries at 31 March 2025 are as follows:

Registered office addresses (all UK):

Inventories are stated after provisions for impairment of £2,023,259 (2024 - £1,278,375).

The total carrying amount of stock of £18,020,512 (2024 - £18,615,911) is pledged as security for the invoice financing facility.

Company

The company had no stocks at 31 March 2025 (2024 - £Nil).

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

Company

Included within bank loans and overdrafts is a stock facility loan and a CBIL (Coronavirus Business Interruption Loan). For further information see "Loans and Overdrafts".

Group

Included within bank loans and overdrafts is an invoice finance facility of £8,766,591 (2024 - £9,347,654), which is secured by a legal mortgage and fixed and floating charges over all assets of the group via a group company cross-guarantee. For further information see "Loans and Overdrafts".

Obligations under finance leases are secured by the assets to which they relate. See "Finance Lease Obligations" for further information.

Other borrowings were secured by a fixed and floating charge over all assets of the group and a group guarantee. For further information see "Loans and Overdrafts".

Included in amounts owed to group undertakings is a balance of £296,296 (2024 - £nil) that has interest payable at a rate of 5.5% per annum. All other balances included in amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Company

Included within bank loans is a CBIL (Coronavirus Business Interruption Loan). For further information see "Loans and Overdrafts".

Included in other creditors is an issue of 500,000 fully paid 3% cumulative redeemable preference shares of £1 each.

Group

Obligations under finance leases are secured by the assets to which they relate. See "Finance Lease Obligations" for further information.

Company

Bank loans comprise a CBIL (Coronavirus Business Interruption Loan), repayable over 5 years carrying an interest rate of 4.95% above base rate. As part of the scheme, the company received government support for the first year of repayment. The loan is secured over the company and the group, via a group company guarantee.

Included within bank overdrafts is a stock facility loan of £6,500,000 (2024 - £6,500,000), which matures within the next 12 months, carrying an interest rate of 2.4% above base rate.

Group

Included within the group's bank overdrafts are invoice financing facilities of £8,766,591 (2024 - £9,347,654), secured by a legal mortgage and fixed and floating charges over all assets of the group, via a group company cross-guarantee.

Other loans were secured by a fixed and floating charge over all assets of the group and a group guarantee.

Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Obligations under finance leases and hire purchase contracts are secured by the assets to which they relate.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Accelerated capital allowances relate to timing differences on capital allowances. The amount expected to reverse in 2026 is £208,000.

Retirement benefit obligations relate to deferred tax on amounts owed to pension schemes. These assets are expected to reverse within 12 months.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Contributions totalling £94,002 (2024 - £102,756) were payable to the fund at the balance sheet date.

Ordinary shares are non-redeemable, voting shares which carry a right to receive dividends. There is no right to participate in a distribution of capital except on a winding up.

Preference shares are non-voting, unless in certain circumstances with preferential rights on a winding up.

In the prior year, the company issued 500,000 fully paid 3% cumulative redeemable preference shares of £1 each.

Share premium was created on the issue of shares at amounts above the nominal value of the shares.

Capital redemption reserve was created when the company purchased shares from a former shareholder.

Retained earnings is the profit earned by the group less any distribution made and transfer of unrealised retained earnings.

Unrealised retained earnings is the increase on revaluation of some plant and machinery on transition to FRS 102. The transfer to retained earnings is the excess depreciation charge on the revalued assets, including a provision for any deferred tax.

Company

The company has charges over its assets, in the form of an all assets debenture, as security for the borrowings of fellow group undertakings. At 31 March 2025 these borrowings amounted to £8,766,591 (31 March 2024 - £9,347,654). As at the date of approval of these financial statements the directors do not anticipate that the charges will be called upon.

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:

The remuneration of key management personnel is as follows.

During the year, the Company/Group received a loan amounting to £296,296 from McPhar Air Works Pte. Ltd., a company controlled by the Neterwala family. The loan is unsecured and has no fixed date of repayment and is repayable on demand. Interest is charged at a rate of 5.5% per annum. The amount owed by the Company/Group at the year end was £296,296 (2024 - £Nil).

The ultimate parent company and parent company of the largest group for which group accounts are drawn up is Chemical and Ferro Alloys Private Limited, a company incorporated in India. Copies of the group accounts of Chemical and Ferro Alloys Private Limited are available from Liberty Building, Sir Vithaldas Thackersey Marg, Mumbai, MH 400020 IN.

The ultimate controlling party is F.D.Neterwala due to his controlling interest in the company's ultimate holding company, Chemicals and Ferro Alloys Private Limited, a company incorporated in India.