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Registered number: 00394614










TIFLEX LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 
TIFLEX LIMITED
 
 
COMPANY INFORMATION


Directors
T Collins 
D Jackson 
D Neeb 
M W Orton 
N A Searle 




Registered number
00394614



Registered office
Lion House
Oriental Road

Woking

Surrey

GU22 8AP




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
TIFLEX LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 9
Statement of comprehensive income
 
10
Statement of financial position
 
11
Statement of changes in equity
 
12
Notes to the financial statements
 
13 - 26


 
TIFLEX LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Business review
 
This year was the first year of the new 3 year strategic plan. This marks a significant change in the long term business model, with the inclusion of Acoustic Polymers Ltd. Acoustic Polymers Limited, a manufacturer of specialist polymeric materials, was acquired in September 2023 and is now an integral part of the Tiflex Business unit.
The 3 year plan has well defined targets and objectives for each of our 7 strategic themes, against which we are able to continuously assess our progress.
A highlight for the Directors this year was the success of the Health and Safety initiatives which have reduced our LTIIR by 8.88%. It also the first year in three years to have no RIDDOR reportable accidents, an excellent achievement by the team.
Revenue declined by 9.1% mainly due to reduced turnover of products bought in for resale in the rail sector. However, continued tight control on overheads and costs has led the Company to outperform its bottom line target and achieve profit before tax of £2.5m
The acquisition of Acoustic Polymers Limited (APL) was aimed at consolidating our tile production and enhance our capabilities for business growth within the Defence sector.
After the first full year the acquisition is outperforming expectations with sales of £1.3m.
This year has seen significantly higher activity and dialogue with key players in the defence sector keen to utilise the extra resource and security APL now have under the ownership of Tiflex and the JW Group.
To this end a £1m order was received in January for a new testing facility to be set up at APL for their largest customer.  This is due to go live in August 2026 on an initial 2 year contract.   
We are providing our defence division with more resource to enhance our opportunities within the defence sector and have recently appointed internally a new sales manager who will work closely with APL to increase our revenues in this area. We are also recruiting in production and technical areas to further support this growth. 
The Director’s are extremely pleased with the first full year results and very much excited for the future of APL and Tiflex.

Financial key performance indicators
 
The following key performance indicators are measured and reviewed on a regular basis and enable the business to set and communicate its performance targets and monitor its performance against these targets.
Revenue growth – annual decline in revenue: 9.1% (2024: growth of 42.5%)
Operating margin – operating profit after special items as a percentage of revenue: profit margin of 13.5% (2024: profit margin of 14.1%)
Working capital levels – net current assets as a percentage of revenue 29.8% (2024: 20.8%) Shareholders’ funds: £7,799k (2024: £6,491k)
During the year the Company spent £426k (2024: £180k) on capital expenditure.

Page 1

 
TIFLEX LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Other key performance indicators
 
The following additional key performance indicators are all listed on the Tiflex 3 year strategic plan, and are not only continuously monitored and reported to the JWG board, but also shared with the workforce during team briefs.
Customer service
Our goal for the end of period is to ensure that we are providing the best service through the most appropriate channels, and this is measured in the Customer satisfaction survey which is usually undertaken every two years. Our target is to be in the top decile. In all measures we are performing well in this area.
Employee matters
Absenteeism levels were on average 2.34% (2024: 2.6%) which is significantly better than industry standards.

Principal risks and uncertainties
 
Market risk
The Company’s main exposure to market risk arises from the location of its customers, particularly in markets where economic downturn has been seen. The Company mitigates these risks by not being overly dependent upon either one key customer or single market sector.
I
mpact of US tariffs
New, elevated US tariffs were announced on 2 April, creating significant global economic uncertainty and raising the risk of recessionary consequences. We anticipate limited direct impact from these tariffs and any reciprocal measures. Our exports and imports from the USA are modest. We anticipate passing on tariff costs to customers, wherever possible.
Geopolitical instability
We are seeing increased geopolitical instability which may impact supply chains, customer demand or wider operations. The diversified geography and industry of the parent company is helpful. We also view increased defence spending as an opportunity. 
Operational risk
The Company’s main operational risk arises from the increase of input costs in so far as these cannot be passed onto the customer due to the impact on price and market conditions. The Company seeks to mitigate the increase in costs by a combination of continuous manufacturing improvement initiatives to minimise the impact of input cost increases and, if applicable and commercially viable, increasing costs to customers.
Cyber-attack
Like many businesses we perceive an increased general threat of cyber-attack. If the Company were to lose critical information or critical systems availability the business would be impacted or could suffer reputational damage. We protect our IT systems from cyber-attack through educating colleagues, process design and utilisation of technology. Considerable focus has been given to this area in recent years. We continue to make investments to enhance our security and holds Cyber Essentials Plus accreditation.
Financial risk
The main financial risks faced by the Company are foreign currency risk, credit risk and liquidity risk.
Foreign currency risk is managed by monitoring the foreign exchange markets and utilising hedging instruments, principally in our most exposed currency, the euro. Internal hedging arrangements between group companies are also used to mitigate the risk, with internal prices set based on the expected rates for the financial year.
 
Credit risk is managed by monitoring payment performance of counterparties and applying appropriate levels of
Page 2

 
TIFLEX LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

credit to limit the Company’s exposure.

Liquidity risk is managed through regular cash forecasting. Short term flexibility is provided via inter group loans and cash pooling facilities.

Business risk

Product innovation
The Company supplies products which include materials that are subject to regulations and in some cases customer certifications. If these materials are prohibited or withdrawn this could stop the supply of certain products into the market place. We are identifying materials that could be at risk as well as researching and developing alternative solutions.
Input costs
Some of the Company’s input costs, including labour and associated UK social taxes, continue to increase. We aim to mitigate this through operational efficiencies, cost saving initiatives and passing residual cost increases on to customers. 
Business interruption: 
The Company  is exposed to business interruption risk, and has in place business continuity plans which are reviewed regularly.
PFAS
Some of the products the Company supplies include raw materials manufactured using PFAS surfactants. Prohibition or withdrawal of these components would stop the supply of certain products into the marketplace. We have identified materials that are at risk and are researching and have developed alternative solutions for most compounds, working closely with our customers, academia, and suppliers. 
Climate change
A warming, changing climate presents both medium and long-term risks and opportunities for the Company. The transition towards net zero carbon, including policies to encourage decarbonisation, will, in future, require us to provide additional support and products to customers as they shift away from fossil fuel-based supply chain. Customers’ environmental expectations of their supply chains are expected to become more demanding.  The Company is responding to the UN SDGs and is developing projects to reduce our carbon intensity through better energy management, more efficient equipment and investment in sustainable energy sources.


This report was approved by the Board of Directors and signed on its behalf.





................................................
D Jackson
Director

Date: 10 July 2025

Page 3

 
TIFLEX LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a 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 for the Company's financial statements 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £2,032k (2024: £2,318k).

The directors declared the payment of a dividend of £750k in the year (2024: £nil). 

Directors

The directors who served during the year were:

T Collins 
D Jackson 
D Neeb 
M W Orton 
N A Searle 

Future prospects

The Company is now entering the second year of the three year strategic plan with confidence. There are challenges in some markets, particularly the UK rail sector, and the US. We expect to continue to trade at a very similar level to this year, with order levels and market confidence building throughout the year.
The strategy to increase the percentage of sales outside of Europe, and particularly in the far east will also continue through the year with expectations to show strong returns in the following year.

Page 4

 
TIFLEX LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Engagement with employees

Enablement and Engagement with our employees is a central theme of the business. Improving communications through additional team briefs, toolbox talks and targeted training is ongoing.  We will also be engaging more fully with the local community sponsoring a couple of youth sports teams, and a wildlife project.

Disabled employees

It is the practice of the Company to facilitate the employment of disabled persons and to provide, whenever possible, opportunities for training, career development and promotion. Where employees become disabled whilst in service, every effort is made to rehabilitate them to their former jobs or some other suitable alternative and provide appropriate training and specialist advice.

Research and development activities

As a UK manufacturer, Tiflex strives to be a leader in research and development. The investments we have made of the last couple of years have propelled us forward with acoustic products, and we are now considered the industry experts in this field.

Environmental matters

Environmental sustainability is a key factor in our business.  Over the last couple of years we have taken huge strides towards our targets. As we go forward these improvements continue, although with the big wins already taken care of, they returns are much more modest.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

On 18 November 2024, the Company’s auditors changed their name from Haysmacintyre LLP to HaysMac LLP.

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and HaysMac LLP will therefore continue in office.

This report was approved by the Board of Directors and signed on its behalf.
 





................................................
D Jackson
Director

Date: 10 July 2025

Page 5

 
TIFLEX LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIFLEX LIMITED
 

Opinion


We have audited the financial statements of Tiflex Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Company's affairs as at 31 March 2025 and of its 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.


Page 6

 
TIFLEX LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIFLEX LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 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.


Matters on which we are required to report by exception
 

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.


Responsibilities of Directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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.


Page 7

 
TIFLEX LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIFLEX LIMITED (CONTINUED)


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 an Auditors' 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for manufacturing businesses such as health and safety and trade regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax.
 
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
• Inspecting correspondence with regulators and tax authorities;
• Discussion with management including consideration of known or suspected instances of non-compliance  with laws and regulations and fraud;
• Evaluating management's controls designed to prevent and detect irregularities; 
• Identifying and testing journals, in particular journal entries posted with unusual account combinations,    anomalous keywords, related party transactions, frequency of transactions, and year-end adjustments;
 and
 • Challenging assumptions and judgements made by management in their critical accounting estimates.  


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


Page 8

 
TIFLEX LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIFLEX LIMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Bernadette King (Senior statutory auditor)
for and on behalf of
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

10 July 2025
Page 9

 
TIFLEX LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£000
£000

  

Turnover
 3 
15,710
17,292

Change in stocks of finished goods and work in progress
  
190
151

Other operating income
 4 
294
122

Raw materials and consumables
  
(4,636)
(6,028)

Other external charges
  
(3,058)
(3,280)

Staff costs
 6 
(6,198)
(5,628)

Depreciation and amortisation
 10 
(206)
(191)

Operating profit
  
2,096
2,438

Income from other fixed asset investments
  
400
-

Interest receivable and similar income
  
32
13

Profit before tax
  
2,528
2,451

Tax on profit
 8 
(496)
(133)

Profit for the financial year
  
2,032
2,318

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 13 to 26 form part of these financial statements.

Page 10

 
TIFLEX LIMITED
REGISTERED NUMBER: 00394614

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

2025
2024
Note
£000
£000

Fixed assets
  

Tangible assets
 10 
2,133
1,913

Investments
 11 
2,184
2,093

  
4,317
4,006

Current assets
  

Stocks
 12 
2,519
2,264

Debtors
 13 
5,086
3,745

Cash at bank and in hand
 14 
7
15

  
7,612
6,024

Creditors: Amounts falling due within one year
 15 
(2,940)
(2,427)

Net current assets
  
 
 
4,672
 
 
3,597

Total assets less current liabilities
  
8,989
7,603

Creditors: Amounts falling due after more than one year
 16 
(904)
(884)

Provisions for liabilities
  

Deferred tax
 17 
(307)
(228)

  
 
 
(307)
 
 
(228)

Net assets
  
7,778
6,491


Capital and reserves
  

Called up share capital 
 18 
225
225

Profit and loss account
 19 
7,553
6,266

  
7,778
6,491


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




................................................
D Jackson
Director

Date: 10 July 2025

Page 11

 
TIFLEX LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 April 2023
225
3,908
4,133


Comprehensive income for the year

Profit for the year
-
2,318
2,318

Equity Participation Scheme charge
-
40
40



At 1 April 2024
225
6,266
6,491


Comprehensive income for the year

Profit for the year
-
2,032
2,032


Contributions by and distributions to owners

Dividends
-
(750)
(750)

Equity Participation Scheme charge
-
5
5


At 31 March 2025
225
7,553
7,778


Page 12

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.Accounting policies

 
1.1

Basis of preparation of financial statements

Tiflex Limited is a private company, limited by shares, registered and domiciled in England and Wales. 
The registered office is:
Lion House
Oriental Road
Woking
Surrey
GU22 8AP
The principal place of business is:
Tiflex House
Liskeard
Cornwall
PL14 4NB
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).
Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The following principal accounting policies have been applied:

 
1.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of James Walker Group Limited as at 31 March 2025 and these financial statements may be obtained from its registered office.

Page 13

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.Accounting policies (continued)

 
1.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company 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 Company 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.

 
1.4

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical 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.

The Company 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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided as follows:

Plant and machinery
-
10% straight-line method
Motor vehicles
-
25% straight-line method
Office equipment
-
10-33% straight-line method

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'other operating income' in the Income Statement.

 
1.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 14

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.Accounting policies (continued)

 
1.6

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Income Statement.

 
1.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
1.8

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
1.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
1.10

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Income Statement within 'other operating income'.

Page 15

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.Accounting policies (continued)

  
1.11
Share based payments

The Group operates an Equity Participation Scheme in which employees of the Company are awarded share options based upon the profitability of the group. The fair value of the employee services received in exhange for the grant of share options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of share options granted each year depending on Group profits and therefore the Company recognises the expense of these options in the corresponding year. 

 
1.12

Pensions

Defined contribution pension scheme
The Company operates a defined contribution scheme for its employees. A defined contribution scheme is a pension scheme under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the scheme are held separately from the Company in independently administered funds.
Defined benefit pension scheme
Where the risks of a defined benefit plan are shared between entities under common control, the net defined benefit cost is recognised in the financial statements of the Group entity which is legally responsible for the plan and all the other Group entities recognise a cost equal to their contribution for the period. 

  
1.13
Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Statement of Financial Position date and carried forward to future periods. 

 
1.14

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 16

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.Accounting policies (continued)

 
1.15

Current and deferred taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.



2.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the process of applying its accounting policies, the Company is required to make certain estimates, judgements and assumptions that it believes are reasonable based on the information available. These judgements, estimates and assumptions affect the amounts of assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recognised during the reporting periods presented. 
On an ongoing basis, the Company evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known. 
The following paragraphs detail the estimates and judgements the Company believes to have the most significant impact on the annual results under FRS 102.
Property, plant and equipment (PPE) 
The estimated useful economic lives of PPE are based on management's judgement and experience. When management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge is adjusted prospectively. Due to the significance of PPE investment to the Company, variations between actual and estimated useful economic lives could impact operating results both positively and negatively, although historically few changes to estimated useful economic lives have been required. 
 
Page 17

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Judgements in applying accounting policies (continued)

The Company is required to evaluate the carrying values of PPE for impairment whenever circumstances indicate, in management's judgement, that the carrying value of such assets may not be recoverable. An impairment review requires management to make subjective judgements concerning the cash flows, growth rates and discount rates of the cash generating units under review.
Stock valuation
The Company includes within the value of WIP a percentage of overheads judged by management to be incurred in direct relation to its manufacturing activities. The overhead absorption rate is a percentage of labour costs and general overheads that is applied consistently year-on-year, subject to annual review for reasonableness by management.
At each financial year end, the Company recognises an impairment against stock. The provision recognised includes a fixed percentage of each stock-line based on its ageing. 
Investment in subsidiaries and recoverability of intercompany debtors
The Company holds significant investment in a subsidiary company and provides financing by way of Group loans. Management evaluates the carrying value of these investments and Group loans for impairment whenever circumstances indicate, in management's judgment, that the carrying value may not be recoverable. An impairment review requires management to make subjective judgements concerning the cash flows, growth rates and discount rates of the cash generating units under review. Where actual cash flows in subsequent years differs to those forecast as part of the management's impairment review, or there are changes to growth rates or discount rates, this may result in additional impairments or conversely reversals of existing impairments recognised in future years.
The carrying value of Investment in subsidiaries is £2,184k (2024: £2,092k) and the carrying value of intercompany debtors is £1,604k (2024: £1,000k). Following an impairment review, no impairment indicators have been identified related to the Investment in subsidiary in the year; hence a £nil impairment charge in the year. Similarly, no impairment has been recognised against the intercompany debtors in the year (2024: £nil).


3.


Turnover

The whole of the turnover is attributable to the principal activity of the Company, the manufacture and sale of rubber and cork-based products to the following principal industries: rail, flooring and industrial.

Analysis of turnover by country of destination:

2025
2024
£000
£000

United Kingdom
8,383
9,966

Rest of Europe
3,996
3,413

Rest of the world
3,331
3,913

15,710
17,292


Page 18

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

4.


Other operating income

2025
2024
£000
£000

Other operating income
149
108

Sundry income
4
14

Exceptional income
141
-

294
122



5.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
29
29

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


6.


Employees

Staff costs, including Directors' remuneration, were as follows:


2025
2024
£000
£000

Wages and salaries
5,162
4,681

Social security costs
492
450

Cost of defined contribution scheme
544
497

6,198
5,628


The average monthly number of employees, including the Directors, during the year was as follows:


        2025
        2024
            No.
            No.







Manufacturing
107
100



Sales, Office and Management
51
45

158
145

Page 19

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

7.


Directors' remuneration

2025
2024
£000
£000

Directors' emoluments
403
466

Company contributions to defined contribution pension schemes
56
52

459
518


The highest paid Director received remuneration of £189k (2024 - £174k).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £25k (2024 - £24k).

During the year retirement benefits were accruing to three directors (2024: three) in respect of defined contribution pension schemes. Pension arrangements with regards to two directors (2024: two) who were also directors of the parent company are disclosed in the parent company accounts.


8.


Taxation


2025
2024
£000
£000

Corporation tax


Current tax on profits for the year
417
20


417
20


Total current tax
417
20

Deferred tax


Origination and reversal of timing differences
79
113

Total deferred tax
79
113


Tax on profit
496
133
Page 20

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
8.Taxation (continued)


Factors affecting tax charge for year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of25% (2024 - 25%). The differences are explained below:

2025
2024
£000
£000


Profit on ordinary activities before tax
2,529
2,451


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
538
613

Effects of:


Expenses not deductible for tax purposes
2
2

Capital allowances for year in excess of depreciation
(1)
1

Other timing differences leading to an increase (decrease) in taxation
-
11

R&D Expenditure credits
(7)
-

Non-taxable income
(36)
-

Utilisation of tax losses previously not recognised
-
(72)

Group relief
(417)
(422)

Purchase of tax losses
417
-

Total tax charge for the year
496
133


Factors that may affect future tax charges

Based on current investment plans the Company expects to continue to be able to claim capital allowances in excess of depreciation.
The directors have reviewed the deferred tax assets arising in the Company and in view of the anticipated future timing differences, a deferred tax liability of £307k (2024: £228k) has been recognised in the statement of financial position.


9.


Dividends

2025
2024
£000
£000


Dividends : equity capital
750
-

Page 21

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

10.


Tangible fixed assets





Plant and machinery
Motor vehicles
Office equipment
Total

£000
£000
£000
£000



Cost


At 1 April 2024
7,132
265
492
7,889


Additions
356
61
9
426



At 31 March 2025

7,488
326
501
8,315



Depreciation


At 1 April 2024
5,378
131
467
5,976


Charge for the year
157
39
10
206



At 31 March 2025

5,535
170
477
6,182



Net book value



At 31 March 2025
1,953
156
24
2,133



At 31 March 2024
1,754
134
25
1,913


11.


Fixed asset investments





Investment in subsidiary company

£000



Cost


At 1 April 2024
2,093


Additions
91



At 31 March 2025
2,184




On 29 September 2023, the Company acquired 100% of the issued share capital of Acoustic Polymers Limited (APL), a private limited company. Its registered office is Lion House, Oriental Road, Woking, Surrey, United Kingdom, GU22 8AP. The total net consideration and cash amounts to £1,093k with a deferred consideration of £1,000k, subject to earn-out payments to be paid within 5 years (see note 16).


Page 22

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


Stocks

2025
2024
£000
£000

Raw materials and consumables
1,845
894

Finished goods and goods for resale
674
1,370

2,519
2,264


An impairment loss of £195k (2024: £127k) was recognised in raw materials and consumables against stock during the year due to slow-moving and obsolete stock.


13.


Debtors

2025
2024
£000
£000

Due within one year

Trade debtors
2,451
2,332

Amounts owed by group undertakings
2,081
1,000

Other debtors
3
-

Prepayments and accrued income
551
413

5,086
3,745


An impairment loss of £11k (2024: £39k) was recognised against trade debtors.


14.


Cash

2025
2024
£000
£000

Cash at bank and in hand
7
15

Less: bank overdrafts
(3)
-

4
15


Page 23

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

15.


Creditors: Amounts falling due within one year

2025
2024
£000
£000

Bank overdrafts
3
-

Trade creditors
1,590
1,369

Amounts owed to group undertakings
7
5

Other taxation and social security
714
365

Deferred consideration (see note 11 and note 16)
235
153

Accruals and deferred income
391
535

2,940
2,427



16.


Creditors: Amounts falling due after more than one year

2025
2024
£000
£000

Deferred consideration (see note 11)
904
847

Other creditors
-
37

904
884


The deferred consideration is contingent on the achievement of specific performance targets by APL over a period of 5 years from the acquisition date. The deferred consideration will be payable in installments based on the performance metrics outlined in the acquisition agreement (see note 11).


17.


Deferred taxation




2025


£000






At 1 April 2024
(228)


Charged to the income statement
(79)



At 31 March 2025
(307)

Page 24

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
17.Deferred taxation (continued)

The deferred tax asset is made up as follows:

2025
2024
£000
£000


Decelerated capital allowances
(325)
(250)

Other timing differences
18
22

(307)
(228)


18.


Share capital

2025
2024
£000
£000
Allotted, called up and fully paid



225,100 (2024 - 225,100) Ordinary shares of £1 each
225
225



19.


Reserves

Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.


20.


Contingent liabilities

At 31 March 2025 the Company was party to a multilateral guarantee in respect of the indebtedness of other group companies to the value of £2,000k (2024: £2,000k).


21.


Pension commitments

The Company participates in two group defined benefit plans, the James Walker Pension Scheme ("JWPS") and the James Walker Group Senior Executives’ Managed Pension Plan (“SEMPP”). For the purposes of FRS102 s28 the Company cannot identify its share of the underlying assets & liabilities of the defined benefit schemes in which it participates and the Company's pension contributions are assessed in accordance with the advice of a qualified independent actuary whose calculations are based upon total scheme membership. There is no contractual agreement or stated policy for charging the cost of the plan to the individual companies. In overall terms at 31 March 2025 there was a nil deficit in respect of the SEMPP and a deficit of £1,054k in respect of the JWPS. The JWPS and SEMPP were closed to future accrual with effect from 30 April 2016 and active members of the schemes at that date were auto-enrolled into the James Walker Group Personal Pension Plan, a defined contribution scheme. Further information is included in the financial statements of the parent undertaking. 

Page 25

 
TIFLEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

22.


Related party transactions

The Company has taken advantage of exemptions from disclosing transactions with companies wholly owned by James Walker Group Limited under the provisions of Section 33 of Financial Reporting Standard 102.


23.


Controlling party

The ultimate parent undertaking is James Walker Group Limited. Its registered office is Lion House, Woking, Surrey, GU22 8AP.  
Group financial statements for James Walker Group Limited are available to the public from Companies House, Crown Way, Cardiff.

Page 26