REGISTERED NUMBER: 00117971 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

FIBRAX LTD AND SUBSIDIARIES

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

J D P O'Brien

Mrs S O'Brien

KM Rimmer

R Winterbottom

Mrs T Mayer

REGISTERED OFFICE:

Queensway

Wrexham

LL13 8YR

REGISTERED NUMBER:

00117971 (England and Wales)

SENIOR STATUTORY AUDITOR:

Aled Davies FCCA

AUDITORS:

D.R.E. & Co. (Audit) Limited

7 Lower Brook Street

Oswestry

Shropshire

SY11 2HG

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The overall group sales reduced slightly from the previous year, with a decline in sales levels in the UK. However, sales in Poland improved almost 20% and there was further growth in sales at MPM of 8%.

The order volume volatility from OEMs across the group has once again caused operational inefficiencies throughout the year as sudden spikes in volume were difficult to achieve at short notice without incurring extra costs.

The group continued to manage their cash positions very carefully over the year and investment was kept to a minimum.

During the year the sites continued to be approved to ISO9001, ISO14001 and IATF 16949.

The group, with its design facility, offers a full-service supply to customers globally. At Wrexham this includes full Research and Development capabilities, new materials and innovations for the vehicle manufactures. This design facility began to develop at our Moroccan site during the year and has continued to do so throughout 2025.

The group continues to receive good volumes of new vehicle project opportunities. New tooling sales in 2024 were lower than in previous years and 2025 is expected to be considerably improved, with most new projects being for either Morocco or Poland.

There is within the group, an even automotive spread across most vehicle manufacturers, supplying all major wiring harness producers. Fibrax Group supply all major wiring harness manufacturers. We are now also actively seeking non-Automotive customer sales from the UK, with several opportunities already being achieved.

With the transfer of the Hi-Mark customers to Poland during 2023, the site is now starting to reap the rewards of these sales with improved profitability and this trend has continued through 2025 as the Management Team improve efficiencies across the site. The Board remains very optimistic regarding long term sales improvements and profits.

Our Morocco business (MPM) continues to thrive with new customers and increased sales volumes, which have further increased during 2025. Building commenced at the end of June 2025 at our Kenitra site, and it will be completed by the end of the year with production commencing early 2026.

With the broad spread of business across the three sites, the Directors remain confident about the future of the group however this year margins and turnover will be impacted from the global effect of the Jaguar Land Rover cyber attack.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors, using risk review and management procedures continually address the strategic and operational risks facing the business.

Currency fluctuations need to be carefully monitored across the group, this is mitigated by the use of multiple base currencies in each company.

The group has also reduced its debt over the past 12 months. These factors will aid the company's financial position, but the business always remains vigilant to any market changes.

Input costs continue to be a risk for the group with significant increases in raw material and energy prices which have resulted from the ongoing conflicts throughout the world.

The group continues to use third party brokers to assist with fixed price forward contracts in an attempt to mitigate the large fluctuations in energy costs. The group with its LEAN manufacturing is always looking to target further efficiencies within its operation.

Despite the business interruption caused by the Jaguar Land Rover cyber attack on its IT systems, the Directors are committed to ensuring the viability of the groups business and will utilise resources from within the Group to maintain the Wrexham site as a going concern.

ON BEHALF OF THE BOARD:

J D P O'Brien - Director

30 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of manufacturer and distributor of polymeric and thermoplastic components for the motor industry, and the manufacture of cycle products together with a number of other rubber-based products for a number of industries.

DIVIDENDS

During the year three interim dividends were paid to the B Class shareholders at the following rates; £31.64p/share, £35.25p/share and £36.41p/share.

The total distribution for the year ended 31st December 2024 will be £75,306.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

J D P O'Brien

Mrs S O'Brien

KM Rimmer

R Winterbottom

Mrs T Mayer

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, D.R.E. & Co. (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J D P O'Brien - Director

30 September 2025

Opinion

We have audited the financial statements of Fibrax Ltd and Subsidiaries (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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.

Emphasis of matter

We draw you attention to Note 29 which describes an ongoing issue affecting a key customer. Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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, and from our commercial knowledge and experience of the client's operating sector;

- 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 the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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 their knowledge of actual, suspected and alleged fraud; and

- reviewing the client's system notes and internal controls.

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 to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;

- 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;

- reading the minutes of meetings of those charged with governance;

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

- reviewing correspondence with HMRC.

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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Aled Davies FCCA (Senior Statutory Auditor)

for and on behalf of D.R.E. & Co. (Audit) Limited

7 Lower Brook Street

Oswestry

Shropshire

SY11 2HG

30 September 2025

TURNOVER

4

23,257,131

24,522,220

Cost of sales

(19,386,173

)

(20,349,462

)

GROSS PROFIT

3,870,958

4,172,758

Administrative expenses

(3,787,544

)

(4,210,778

)

83,414

(38,020

)

Other operating income

1,066,269

125,842

OPERATING PROFIT

6

1,149,683

87,822

Interest receivable and similar income

22,946

40,096

1,172,629

127,918

Amounts written off investments

7

(119,004

)

-

Gain/loss on revaluation of assets

(1,612,010

)

-

(558,385

)

127,918

Interest payable and similar expenses

8

(297,454

)

(272,173

)

LOSS BEFORE TAXATION

(855,839

)

(144,255

)

Tax on loss

9

(379,569

)

75,012

LOSS FOR THE FINANCIAL YEAR

(1,235,408

)

(69,243

)

Loss attributable to:

Owners of the parent

(1,315,330

)

(178,203

)

Non-controlling interests

79,922

108,960

(1,235,408

)

(69,243

)

LOSS FOR THE YEAR

(1,235,408

)

(69,243

)

OTHER COMPREHENSIVE INCOME

Exchange rate movement - opening balance

33,131

(110,801

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

33,131

(110,801

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,202,277

)

(180,044

)

Total comprehensive income attributable to:

Owners of the parent

(1,282,199

)

(289,004

)

Non-controlling interests

79,922

108,960

(1,202,277

)

(180,044

)

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

4,696,169

5,256,891

Investments

14

-

119,004

4,696,169

5,375,895

CURRENT ASSETS

Stocks

15

2,051,279

2,869,152

Debtors

16

6,625,032

8,686,426

Cash at bank

385,782

413,619

9,062,093

11,969,197

CREDITORS

Amounts falling due within one year

17

7,803,271

9,560,568

NET CURRENT ASSETS

1,258,822

2,408,629

TOTAL ASSETS LESS CURRENT LIABILITIES

5,954,991

7,784,524

CREDITORS

Amounts falling due after more than one year

18

695,339

1,196,479

NET ASSETS

5,259,652

6,588,045

CAPITAL AND RESERVES

Called up share capital

23

3,016

3,016

Capital redemption reserve

24

2,023

2,023

Retained earnings

24

4,275,754

5,666,390

SHAREHOLDERS' FUNDS

4,280,793

5,671,429

NON-CONTROLLING INTERESTS

25

978,859

916,616

TOTAL EQUITY

5,259,652

6,588,045

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

J D P O'Brien - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

660,940

781,504

Investments

14

724,834

843,838

1,385,774

1,625,342

CURRENT ASSETS

Stocks

15

1,118,480

1,233,766

Debtors

16

2,160,155

4,772,209

Cash at bank

191,244

6,375

3,469,879

6,012,350

CREDITORS

Amounts falling due within one year

17

3,747,744

4,838,131

NET CURRENT (LIABILITIES)/ASSETS

(277,865

)

1,174,219

TOTAL ASSETS LESS CURRENT LIABILITIES

1,107,909

2,799,561

CREDITORS

Amounts falling due after more than one year

18

185,300

269,573

NET ASSETS

922,609

2,529,988

CAPITAL AND RESERVES

Called up share capital

23

3,016

3,016

Capital redemption reserve

24

2,023

2,023

Retained earnings

24

917,570

2,524,949

SHAREHOLDERS' FUNDS

922,609

2,529,988

Company's loss for the financial year

(1,532,073

)

(83,305

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

J D P O'Brien - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

3,016

5,844,593

2,023

Changes in equity

Total comprehensive income

-

(178,203

)

-

Balance at 31 December 2023

3,016

5,666,390

2,023

Changes in equity

Dividends

-

(75,306

)

-

Total comprehensive income

-

(1,315,330

)

-

Balance at 31 December 2024

3,016

4,275,754

2,023

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

5,849,632

807,656

6,657,288

Changes in equity

Total comprehensive income

(178,203

)

108,960

(69,243

)

Balance at 31 December 2023

5,671,429

916,616

6,588,045

Changes in equity

Dividends

(75,306

)

(17,679

)

(92,985

)

Total comprehensive income

(1,315,330

)

79,922

(1,235,408

)

Balance at 31 December 2024

4,280,793

978,859

5,259,652

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

3,016

2,608,254

2,023

2,613,293

Changes in equity

Total comprehensive income

-

(83,305

)

-

(83,305

)

Balance at 31 December 2023

3,016

2,524,949

2,023

2,529,988

Changes in equity

Dividends

-

(75,306

)

-

(75,306

)

Total comprehensive income

-

(1,532,073

)

-

(1,532,073

)

Balance at 31 December 2024

3,016

917,570

2,023

922,609

Cash flows from operating activities

Cash generated from operations

1

1,372,672

1,315,322

Interest paid

(242,630

)

(217,703

)

Interest element of hire purchase payments paid

(54,824

)

(54,470

)

Tax paid

207,235

231,894

Net cash from operating activities

1,282,453

1,275,043

Cash flows from investing activities

Purchase of intangible fixed assets

(391

)

(1,519

)

Purchase of tangible fixed assets

(1,230,967

)

(2,500,795

)

Sale of tangible fixed assets

1,052,580

1,416,860

Interest received

22,946

40,096

Net cash from investing activities

(155,832

)

(1,045,358

)

Cash flows from financing activities

Loan repayments in year

(479,687

)

(285,880

)

Capital repayments in year

(24,480

)

(596,612

)

Amount introduced by directors

-

200,000

Amount withdrawn by directors

(59,492

)

(13,881

)

Minority interest dividends

(17,679

)

-

Equity dividends paid

(75,306

)

-

Net cash from financing activities

(656,644

)

(696,373

)

Increase/(decrease) in cash and cash equivalents

469,977

(466,688

)

Cash and cash equivalents at beginning of year

2

(653,462

)

(186,774

)

Cash and cash equivalents at end of year

2

(183,485

)

(653,462

)

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Loss before taxation

(855,839

)

(144,255

)

Depreciation charges

729,136

795,921

Profit on disposal of fixed assets

(91,619

)

(242,536

)

Loss on revaluation of fixed assets

119,004

-

Exchange rate differences

101,983

(112,251

)

Finance costs

297,454

272,173

Finance income

(22,946

)

(40,096

)

277,173

528,956

Decrease/(increase) in stocks

817,873

(329,530

)

Decrease/(increase) in trade and other debtors

1,647,296

(1,733,311

)

(Decrease)/increase in trade and other creditors

(1,369,670

)

2,849,207

Cash generated from operations

1,372,672

1,315,322

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

385,782

413,619

Bank overdrafts

(569,267

)

(1,067,081

)

(183,485

)

(653,462

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

413,619

628,409

Bank overdrafts

(1,067,081

)

(815,183

)

(653,462

)

(186,774

)