Company Registration No. 01213179 (England and Wales)
FTV PROCLAD INTERNATIONAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
FTV PROCLAD INTERNATIONAL LIMITED
COMPANY INFORMATION
Directors
Mr Y Moshen
Mr M Penman
Mr J Wilson
Company number
01213179
Registered office
C/O United Cast Bar (uk) Limited
Spital Lane
Chesterfield
Derbyshire
S41 0EX
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
FTV PROCLAD INTERNATIONAL LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Income statement
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27
FTV PROCLAD INTERNATIONAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 1 -

The directors present the strategic report for the year ended 30 November 2024.

Fair review of the business and future developments

The company has seen a revival of core market growth over the course of 2024, with order activity levels continuing to increase within defence and the oil and gas sector projects.

The company’s orderbook experienced significant growth, leading to increased recruitment levels and the demand for multiple shift pattern working to keep pace with output levels. Sales in the year of £12.4M were 12% higher than prior year.

Along with it's experienced technical R&D centre, the company possesses transferrable engineering resources and specialist sector accreditations. This will enable the company to grow new revenue streams within the nuclear and renewable sector. This enables adverse spread of attained revenues which resulted in gross margins continued increase.

The company reported net assets of £6.6M compared to net assets of £6.3m in the prior year.

The company remains a market leader and an expert in its field, the directors believe that the company is well-positioned for future growth and remains both operationally and financially sound.

Principal risks and uncertainties

The company sells products into international markets, and is therefore exposed to currency movements on such sales. Where appropriate the company manages this risk with forward exchange contracts in line with Proclad Group’s treasury policies.

The company’s operations may be affected by fluctuations in the price and supply of key raw materials although purchasing policies and practices seek to mitigate, where such risks are applicable.

The Group risks to which the company is exposed are discussed in the annual report of the ultimate parent company, National Industries Group Holding – KPSC which does not form part of this report.

Key performance indicators

The directors consider gross margin and revenue growth to be the principal key performance indicators for the business. Both have been considered within the Business Review.

The company's key financial and other performance indicators during the year were as follows:

| 2024 | 2023 | 2 Year Avg |
| £'000 | £'000 | £'000 |
Revenue | 12,414 | 11,041 | 11,728 |
Gross Profit | 2,024 | 1,235 | 1,630 |
GP % | 16.3% | 11.2% | 13.8% |
Profit/(loss) before tax | 708 | 296 | 502 |
PBT % | 5.7% | 2.7% | 4.2% |
Equity shareholder funds | 6,650 | 6,381 | 6,516 |
Avg no. of employees | 116 | 104 | 110 |

On behalf of the board

Mr M Penman
Director
9 December 2025
FTV PROCLAD INTERNATIONAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 30 November 2024.

Principal activities

The principal activity of the company continued to be the provision of specialist engineering services to the marine and offshore sector, along with the provision of related goods.

Results and dividends

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

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

Directors

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

Mr Y Moshen
Mr M Penman
Mr J Wilson
Qualifying third party indemnity provisions

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

Future developments

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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. It has done so in respect of future developments.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Environmental matters

The company will seek to minimise the adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The company now holds ISO45001 accreditation with its ongoing work in health and safety. The company has complied with all applicable legislation and regulations.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

FTV PROCLAD INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 3 -
Going concern

The directors have prepared the financial statements on a going concern basis. In making their assessment the directors have considered the company's financial results in the year being a profit after tax of £551,965, Net Current liabilities of £3,860,029 after excluding intercompany receivables of £8,493,095 which contributes to an overall Net asset position of £6,932,970 and the pipeline of work. The directors have prepared a detailed cashflow projections out to December 2026 that demonstrate that the company can meet its obligations as they fall due.

The company's existing working capital facility is a Group Invoice Discounting Facility with a limit of £5m for the company and its fellow subsidiary companies (FTV Proclad UK Limited, Proclad Heat Treatment Limited, Proclad Induction Bending Limited and IODS Pipe Clad Limited). The Invoice Discounting Facility matures in July 2026 and whilst the directors are confident the company will be able to refinance the facility; there is no guarantee at the time of approving the financial statements that a refinance on similar facility terms and limits will be secured. On this basis the Directors have prepared cash flow projections that assume the run-down of the facility in July 2026. These projections demonstrate that the company and its fellow subsidiaries can meet their obligations as they fall due from existing cash reserves by operating a group cash pooling treasury management system.

These projections are considered to be a worst case scenario as it is the Directors intention to operate with a finance facility in place and there are potential cash flow upsides that are not incorporated into the projections. It is the Director's view that the primary risk associated with the cash flow projections is the delay in timing of secured work being completed due to supply chain or customer delays. The Directors are confident that the close working relationships they have fostered with the supply chain and key customers mitigates this risk to an acceptably low level and whilst acknowledging it cannot be eliminated the directors believe they have levers available to them to mitigate this risk.

On this basis, the directors are of the opinion that the company can meet its obligations as they fall due and have prepared the financial statements on a going concern basis.

On behalf of the board
Mr M Penman
Director
9 December 2025
FTV PROCLAD INTERNATIONAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 4 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

FTV PROCLAD INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FTV PROCLAD INTERNATIONAL LIMITED
- 5 -
Opinion

We have audited the financial statements of FTV Proclad International Limited (the 'company') for the year ended 30 November 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 November 2024 and of its profit for the year then ended;

- have been properly prepared in accordance with FRS 101 and UK-adopted international accounting standards; 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 responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial Statments. 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' r eport 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.

FTV PROCLAD INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FTV PROCLAD INTERNATIONAL LIMITED
- 6 -
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 identifie d material misstatements in the strategic report and the directors' r eport.

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, 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' r esponsibilities s tatement, 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.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

FTV PROCLAD INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FTV PROCLAD INTERNATIONAL LIMITED
- 7 -
Extent to which the audit is considered capable of detecting irregularities, including fraud

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.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

- FRS 101

- Companies Act 2006;

- UK Corporation Tax legislation; and

- VAT legislation.

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

- Management override of controls

- Revenue recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

- Reviewing the level of and reasoning behind the Company’s procurement of legal and professional services;

- Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

- Selecting a sample of income from each material revenue stream and tracing sale, management fees and revenue recognised through to supporting documentation, subsequent receipt to bank and inclusion within the financial statements;

- Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

FTV PROCLAD INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FTV PROCLAD INTERNATIONAL LIMITED
- 8 -

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.

James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
10 December 2025
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
FTV PROCLAD INTERNATIONAL LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 9 -
2024
2023
Notes
£
£
Revenue
3
12,413,713
11,041,398
Cost of sales
(10,390,157)
(9,806,755)
Gross profit
2,023,556
1,234,643
Distribution costs
(149,339)
(572,710)
Administrative expenses
(861,257)
(822,196)
Other operating income
195
288,341
Operating profit
4
1,013,155
128,078
Finance costs
7
(105,844)
168,392
Profit before taxation
907,311
296,470
Tax on profit
8
(355,346)
-
0
Profit and total comprehensive income for the financial year
21
551,965
296,470

All activities of the company are classified as continuing.

FTV PROCLAD INTERNATIONAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 NOVEMBER 2024
30 November 2024
- 10 -
2024
2023
as restated
Notes
£
£
£
£
Non-current assets
Deferred tax asset
12
-
355,345
Property, plant and equipment
9
4,332,502
4,539,582
Trade and other receivables
12
8,493,095
7,591,825
Investment property
10
30,000
30,000
12,855,597
12,516,752
Current assets
Inventories
11
2,858,645
1,659,329
Trade and other receivables
12
5,935,548
4,373,326
Cash and cash equivalents
1,012,953
7,637
9,807,146
6,040,292
Current liabilities
13
(13,667,175)
(9,744,335)
Net current liabilities
(3,860,029)
(3,704,043)
Total assets less current liabilities
8,995,568
8,812,709
Non-current liabilities
13
(1,262,585)
(1,631,691)
Provisions for liabilities
Other provisions
18
(800,013)
(800,013)
Net assets
6,932,970
6,381,005
Equity
Called up share capital
20
23,311,825
23,311,825
Share premium account
1,713,896
1,713,896
Retained earnings
21
(18,092,751)
(18,644,716)
Total equity
6,932,970
6,381,005
The financial statements were approved by the board of directors and authorised for issue on 9 December 2025 and are signed on its behalf by:
Mr M Penman
Director
Company Registration No. 01213179
FTV PROCLAD INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 11 -
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
Balance at 1 December 2022
10,500,000
1,713,896
(18,941,186)
(6,727,290)
Year ended 30 November 2023:
Profit and total comprehensive income for the year
-
-
296,470
296,470
Issue of share capital
12,811,825
-
0
-
12,811,825
Balance at 30 November 2023
23,311,825
1,713,896
(18,644,716)
6,381,005
Year ended 30 November 2024:
Profit and total comprehensive income for the year
-
-
551,965
551,965
Balance at 30 November 2024
23,311,825
1,713,896
(18,092,751)
6,932,970
FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 12 -
1
Accounting policies
Company information

FTV Proclad International Limited is a private company limited by shares incorporated in England and Wales and domiciled in England. The registered office is C/O United Cast Bar (uk) Limited, Spital Lane, Chesterfield, Derbyshire, S41 0EX. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

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

The financial statements are pr esente d 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 unless otherwise specified in these accounting policies. The material accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken (as applicable):

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

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

- disclosure of key management personnel compensation;

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

- comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment and investment property;

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

- maturity analysis of lease liabilities;

- certain disclosures required under IFRS 15 Revenue from Contracts with Customers;

- comparative period reconciliations for the carrying amounts of property, plant and equipment; and

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

- the requirement to present a statement of financial position as at the beginning of the preceding period when the company has applied an accounting policy retrospectively or made a retrospective restatement of items in its financial statements.

Where required, equivalent disclosures are given in the group accounts of National Industries Group (Holding) SAK. The group accounts of National Industries Group (Holding) SAK are available to the public and can be obtained as set out in note 23.

The company has adopted amendments to IAS 1 and IFRS Practice Statement 2 requiring that an entity discloses its material accounting policies, instead of its significant accounting policies.

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern

The directors have prepared the financial statements on a going concern basis. In making their assessment the directors have considered the company's financial results in the year being a profit after tax of £551,965, Net Current liabilities of £3,860,029 after excluding intercompany receivables of £8,493,095 which contributes to an overall Net asset position of £6,932,970 and the pipeline of work. The directors have prepared a detailed cashflow projections out to December 2026 that demonstrate that the company can meet its obligations as they fall due.true

The company's existing working capital facility is a Group Invoice Discounting Facility with a limit of £5m for the company and its fellow subsidiary companies (FTV Proclad UK Limited, Proclad Heat Treatment Limited, Proclad Induction Bending Limited and IODS Pipe Clad Limited). The Invoice Discounting Facility matures in July 2026 and whilst the directors are confident the company will be able to refinance the facility; there is no guarantee at the time of approving the financial statements that a refinance on similar facility terms and limits will be secured. On this basis the Directors have prepared cash flow projections that assume the run-down of the facility in July 2026. These projections demonstrate that the company and its fellow subsidiaries can meet their obligations as they fall due from existing cash reserves by operating a group cash pooling treasury management system.

These projections are considered to be a worst case scenario as it is the Directors intention to operate with a finance facility in place and there are potential cash flow upsides that are not incorporated into the projections. It is the Director's view that the primary risk associated with the cash flow projections is the delay in timing of secured work being completed due to supply chain or customer delays. The Directors are confident that the close working relationships they have fostered with the supply chain and key customers mitigates this risk to an acceptably low level and whilst acknowledging it cannot be eliminated the directors believe they have levers available to them to mitigate this risk.

On this basis, the directors are of the opinion that the company can meet its obligations as they fall due and have prepared the financial statements on a going concern basis.

1.3
Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. Revenue from the sale of goods is recognised in line with the contract with the customer, at the point when goods are delivered or when goods are dispatched, as this is the company's only performance obligation under the contracts. Certain contracts are made up of multiple items and revenue is therefore recognised as each line item is delivered or dispatched in line with the purchase order received from the customer as they have stand alone parts, quantities, sizes and prices.

Some larger contracts include milestones which can incur up front payments. These amounts are recognised as deferred income on the balance sheet until such time the contractual conditions are fulfilled.

In respect of transactions where the company does not take ownership of the products being sold and acts as an agent, while receiving commissions from the company that sold the product, turnover represents the commission earned.

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Right of use property
Over the period of the lease
Plant and equipment
From 5 to 15 years straight line
Computers
From 3 to 5 years straight line
Motor vehicles
From 3 to 4 years straight line
Office equipment
From 3 to 5 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

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.

1.5
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially measured at cost and subsequently measured using the fair value model and stated at its fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.6
Impairment of property, plant and equipment and goodwill

At each reporting end date, the company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

1.7
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Cost is applied in line with the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

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

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 through profit or loss.

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.8
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial assets

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

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

The company only holds financial assets at amortised cost.

Financial assets held at amortised cost

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

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

The impairment model is based on the premise of providing for expected losses. Expected credit losses are measured through a lifetime expected loss allowance for all trade receivables and contract assets.

To measure the expected credit losses, trade receivables and contract assets are grouped based on shared credit risk characteristics and the days past due. The company has concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates.

Derecognition of financial assets

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

1.10
Financial liabilities

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

The company has no 'financial liabilities at fair value through profit or loss' at the reporting date.

Other financial liabilities

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

Derecognition of financial liabilities

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

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

1.12
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

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

1.13
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and it is probable that the company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separate from the company in independently administrated funds.

1.16
Leases

The company recognises assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.

L ease liabilit ies are initially measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the company's incremental borrowing rate on commencement of the lease is used.

The right-of-use asset is initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

- Lease payments made at or before commencement of the lease;

- Initial direct costs incurred; and

- The amount of any provision recognised where the company is contractually required to dismantle, remove or restore the leased asset.

Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. The interest charged and the amortisation are recognised within the consolidated statement of comprehensive loss.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.18

Research and development tax credits

R&D tax credits are recognised in accordance with FRS 101 and are treated as either a corporation tax reduction or a tax credit. They are disclosed as other operating income in the financial statements.

1.19

Finance costs

Finance costs are charged to the income statement over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 18 -
2
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

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

Key sources of estimation uncertainty
Work in progress provision

Provisions are made for stock where the estimated selling price is lower than its cost. The provision involves management judgement based on their knowledge of the items and their current state as well as market conditions to determine a best estimate of future selling prices.

At the reporting date, the provision in respect of the company's work in progress was £1,403,660 (2023 - £3,479,523).

Deferred tax asset

The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the underlying tax losses or deductible temporary differences can be utilised. Management judge that there will be sufficient profits to recognise the deferred tax amount disclosed within note 17.

3
Revenue
2024
2023
£
£
Revenue analysed by class of business
Sale of goods and services
12,413,713
11,041,398
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
11,580,713
6,248,045
Rest of Europe
833,000
3,149,047
Rest of the World
-
1,644,306
12,413,713
11,041,398
2024
2023
£
£
Other significant revenue
R&D tax credit
195
288,341
FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 19 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
21,420
(131,810)
Fees payable to the company's auditor for the audit of the company's financial statements
16,473
15,395
Depreciation of property, plant and equipment
434,037
339,378
Profit on disposal of property, plant and equipment
-
(4,155)
Cost of inventories recognised as an expense
4,529,412
4,343,586
5
Employees

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

2024
2023
Number
Number
Production Staff
91
79
Administrative Staff
24
25
Total
115
104

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
4,570,423
4,210,332
Social security costs
522,962
441,648
Pension costs
231,412
180,246
5,324,797
4,832,226
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
176,990
114,127
Company pension contributions to defined contribution schemes
52,800
24,772
229,790
138,899

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

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 20 -
7
Finance costs/(income)
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on other loans
65,242
(187,668)
Interest on other financial liabilities:
Interest on lease liabilities
40,602
19,276
Total interest expense/(income)
105,844
(168,392)
FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 21 -
8
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of temporary differences
355,346
73,660
Adjustment in respect of prior periods
-
0
(73,660)
355,346
-
0

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

2024
2023
£
£
Profit before taxation
907,311
296,470
Expected tax charge based on a corporation tax rate of 25.00% (2023: 23.00%)
226,828
68,188
Effect of expenses not deductible in determining taxable profit
10,012
(118,145)
Effect of change in UK corporation tax rate
-
0
(1,752)
Depreciation on assets not qualifying for tax allowances
34,687
29,943
Deferred tax adjustments in respect of prior years
83,819
(73,660)
Other timing differences and adjustments
-
95,426
Taxation charge for the year
355,346
-

The company has unrecognised deferred tax assets of approximately £15,602,109 (2023 - £17,285,246) in respect of trading losses and other timing differences. The deferred tax asset has been restricted due to the uncertainty of when the losses will be utilised.

A change in the UK Corporation tax rate to 25% took effect from 1 April 2023. This change has had a consequential effect on the company's tax charge with the standard rate of tax in the prior year reflective of a marginal tax rate arising from the company's period straddling the 19% and 25% tax rates. Deferred tax has been calculated at 25%.

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 22 -
9
Property, plant and equipment
Right of use property
Plant and equipment
Computers
Motor vehicles
Office equipment
Total
£
£
£
£
£
£
Cost
At 30 November 2023
1,888,312
9,300,519
429,397
25,000
61,914
11,705,142
Additions
-
0
223,856
3,101
-
0
-
0
226,957
At 30 November 2024
1,888,312
9,524,375
432,498
25,000
61,914
11,932,099
Accumulated depreciation and impairment
At 30 November 2023
265,683
6,439,393
375,137
25,000
60,347
7,165,560
Charge for the year
142,696
262,659
28,282
-
0
400
434,037
At 30 November 2024
408,379
6,702,052
403,419
25,000
60,747
7,599,597
Carrying amount
At 30 November 2024
1,479,933
2,822,323
29,079
-
0
1,167
4,332,502
At 30 November 2023
1,622,629
2,861,126
54,260
-
0
1,567
4,539,582
10
Investment property
2024
£
Fair value
At 1 December 2023 and 30 November 2024
30,000

The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar investments. There has not been a material change in the value of the investment property based on an assessment made by the directors. T here is no difference between the fair value and the carrying value on an historic cost basis.

11
Inventories
2024
2023
£
£
Raw materials and consumables
1,656,848
2,475,442
Work in progress (goods to be sold)
2,605,457
2,663,410
Stock provisions
(1,403,660)
(3,479,523)
2,858,645
1,659,329
FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 23 -
12
Trade and other receivables
Current
Non-current
2024
2023
2024
2023
as restated
as restated
£
£
£
£
Trade receivables
4,880,237
2,843,818
-
-
Amounts owed by fellow group undertakings
-
0
-
0
8,493,095
7,591,825
Other receivables
555,192
574,092
-
-
Prepayments
500,119
955,416
-
-
5,935,548
4,373,326
8,493,095
7,591,825
Deferred tax asset
-
-
-
355,345
5,935,548
4,373,326
8,493,095
7,947,170

There are no predetermined receivable dates, security or interest payment arrangements applying to amounts owed by group undertakings. Therefore the amounts are considered to be repayable on demand.

As per IAS 1.10 of FRS 101 assets should be disclosed as they are expected to be settled. As such a reclassification has been made to disclose all intercompany receivables as non-current, this also resulted in prior year restatement to reflect the change in the prior year.

13
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£
£
£
£
Borrowings
14
1,166,528
1,046,772
-
0
-
0
Trade and other payables
15
11,308,326
8,433,400
-
0
-
0
Taxation and social security
801,632
65,701
-
0
-
0
Lease liabilities
16
390,689
198,462
1,262,585
1,631,691
13,667,175
9,744,335
1,262,585
1,631,691
14
Borrowings
2024
2023
£
£
Borrowings held at amortised cost:
Bank overdrafts
-
78,297
Invoice financing
1,166,528
968,475
1,166,528
1,046,772

The amounts due on invoice financing are secured by a floating charge over the assets of this and other group undertakings within the UK. The invoice financing balance is secured against trade debtors.

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 24 -
15
Trade and other payables
2024
2023
£
£
Trade payables
1,048,593
1,131,630
Amounts owed to fellow group undertakings
9,689,172
7,033,581
Accruals
458,439
28,993
Other payables
112,122
239,196
11,308,326
8,433,400

Amounts owed to group undertakings are interest free, unsecured and repayable on demand.

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 25 -
16
Lease liabilities

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2024
2023
£
£
Current liabilities
390,689
198,462
Non-current liabilities
1,262,585
1,631,691
1,653,274
1,830,153
2024
2023
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
40,602
19,276

All lease liabilities relate to property rented and assets under hire purchase.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Fixed asset timing differences
Tax losses
Pension contribution timing differences
Total
£
£
£
£
Deferred tax asset at 1 December 2022
330,949
(669,509)
(16,785)
(355,345)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
88,044
(73,660)
(14,384)
-
0
Deferred tax asset at 1 December 2023
418,993
(743,169)
(31,169)
(355,345)
Deferred tax movements in current year
Charge/(credit) to profit or loss
34,358
303,595
17,392
355,345
Deferred tax liability at 30 November 2024
453,351
(439,574)
(13,777)
-
0
FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 26 -
18
Provisions for liabilities
2024
2023
£
£
Provision for commercial agreements
800,013
800,013
Movements on provisions:
Provision for commercial agreements
£
At 1 December 2023 and 30 November 2024
800,013

Amount relates to provisions held against complete contracts with customers.

19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
231,412
180,246

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The company had outstanding pension contributions of £55,108 (2023 - £24,031) included within trade and other payables at the reporting date.

20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
23,311,825
23,311,825
23,311,825
23,311,825

All shares rank pari passu for dividend rights and provide the holder with one vote.

21
Retained earnings

Retained earnings reserves represent cumulative profits and losses less any dividends paid.

Share premium account

The share premium account represents the excess amount received by the company over the par value of its shares.

22
Related party transactions

The c ompany has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly-owned subsidiaries. There were no other related party transactions during the year ended 30 November 2024.

FTV PROCLAD INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 27 -
23
Controlling party

The immediate parent undertaking is Scotar Group Limited. The ultimate parent undertaking and controlling party is National Industries Group (Holding) SAK. This company is registered in Kuwait and copies of the financial statements which include the results of the company are available from PO Box, 13005 Safat, Kuwait.

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