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REGISTERED NUMBER: 04236571 (England and Wales)

| Strategic Report, Report of the Directors and |

| Financial Statements |

| for the Year Ended 31 December 2024 |

| for |

| G S M Automotive Limited |

| G S M Automotive Limited (Registered number: 04236571) |

Contents of the Financial Statements

for the Year Ended 31 December 2024

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Directors | 4 |

| Report of the Independent Auditors | 6 |

| Profit and Loss Account | 10 |

| Balance Sheet | 11 |

| Statement of Changes in Equity | 12 |

| Cash Flow Statement | 13 |

| Notes to the Cash Flow Statement | 14 |

| Notes to the Financial Statements | 15 |

| G S M Automotive Limited |

Company Information

for the Year Ended 31 December 2024

| DIRECTORS: | F Dodd

| B F X Reilly

| E Matthysen

| REGISTERED OFFICE: | Castlegarth Works

| Masonic Lane

| Thirsk

| North Yorkshire

| YO7 1PS

| REGISTERED NUMBER: | 04236571 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Phillipa Symington ACA CA(SA)

| AUDITORS: | Clive Owen LLP

| Chartered Accountants

| & Statutory Auditors

| Oak Tree House, Harwood Road

| Northminster Business Park

| Upper Poppleton

| York

| YO26 6QU

| G S M Automotive Limited (Registered number: 04236571) |

Strategic Report

for the Year Ended 31 December 2024

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

REVIEW OF BUSINESS

In line with many companies in their peer group during 2024 GSM Automotive Ltd faced several headwinds. Nonetheless, its sale revenue grew from £12.074M in 2023 to £12.593M in 2024 though, this fell short of expectation for several factors:

| 1. The decision of one of its major customers to close one of its European manufacturing facilities thus accelerating the end of production a high value program manufactured in its' facility in Torun, Poland. |

| 2. The decision of several of its customers to delay / re-phase the start of production of several new vehicle programs. |

BUSINESS MODEL

GSM Automotive has developed a global business which aims to meet or exceed its customers' specific requirements in the ever-changing automotive sector. This is achieved through working closely with customers whilst developing supplier / partners that are fit for purpose when considering any current and future developments.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties affecting the business continue to include the following:

- |  | Raw material availability and prices: the Company monitors raw material sources on a global basis and negotiates fixed price contracts where possible with its key suppliers. |

- |  | Environmental risks: the Company places considerable emphasis on environmental compliance and not only seeks to ensure ongoing compliance with relevant legislation but also strives to ensure that environmental best practice is incorporated into key processes. |

- |  | Debtors: the Company maintains strong relationships with each of its key customers and has established credit control parameters. Appropriate credit terms are agreed with customers, and these are closely monitored. |

- |  | The effect of legislation: the Company monitors upcoming and current legislation across its regions of operation regularly. |

- |  | Global economy: the Company is well positioned in terms of its global manufacturing footprint, customers, products and financing to weather economic downturns. |

- |  | Foreign exchange fluctuations: the Company regularly monitors foreign exchange rate fluctuations with the Pound, Euro, Dollar, Mexican Pesos and Polish Zloty to minimize any impact on the businesses performance. |

SECTION 172(1) STATEMENT

As the Board at G S M Automotive Limited, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the company's success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the company and its stakeholders. This statement addresses the ways in which we as a Board carry out this responsibility.

In the performance of their duties and, to promote the success of the Company, the Directors hold regular board meetings, seek professional advice (when appropriate), seek external advice (when required) and maintain an open dialogue with employees, customers and supplier / partners alike.

The directors continuously review their business backlog to ensure its focus and investments are in the right place to meet the short and long-term prospects of all its global Companies.

Engagement with Suppliers, Customers and Others:

Meaningful engagement occurs with both suppliers and customers as follows:

- |  | Regular reviews are carried out with key strategic Customers regionally to develop the priorities going forward. |

- |  | Regular reviews are carried out with key strategic Suppliers regionally to ensure we understand their future focus too. |

| G S M Automotive Limited (Registered number: 04236571) |

Strategic Report

for the Year Ended 31 December 2024

EMPLOYEE STATEMENT

Director and management are regularly engaged with all employees through Townhalls followed by a question-and-answer sessions as well as frequent departmental discussions. GSM Automotive understands the importance of effective and efficient internal and external communication

RESULTS AND PERFORMANCE

| 2023 |  | 2024 |  | Measure |

Stock turns |  | 6.7 |  | 8.5 |  | Countback based on materials & production sales |

Debtor days |  | 47 |  | 47 |  | Countback method based on turnover |

Creditor days |  | 66 |  | 77 |  | Countback method based on material purchases |

The above KPIs' are used by the directors to evaluate the profitability and liquidity of the business.

STRATEGY

Key areas of strategic development and performance of the business include:

- |  | Business development: new, successor and incremental business is being won continually; new OE & Tier 1 companies are being d eveloped in line with the Company's strategy; key customer relationships are monitored on regular basis. |

- |  | Manufacturing: investments in state-of-the-art production lines to support new programs or state-of-the-art technology co ntinue to be made. |

- |  | Health & Safety: the Company continues to seek ways of ensuring that a safe and healthy working environment is constantly improved. |

GOING CONCERN

The directors draw attention to their assessment of the appropriateness of the going concern basis of preparing these financial statements at note 2 to these financial statements. Following careful consideration, the directors believe the going concern basis to be appropriate.

POST BALANCE SHEET EVENTS

The directors draw attention to the post balance sheet events highlighted at note 20 to these financial statements. The directors have determined that none of these events constitute adjusting events.

ON BEHALF OF THE BOARD:

F Dodd - Director

9 March 2026

| G S M Automotive Limited (Registered number: 04236571) |

Report of the Directors

for the Year Ended 31 December 2024

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of The principal activities of the company are the manufacture of decorative interior & exterior components and assemblies. Our expansive product portfolio ranges from complex electronic assemblies married to precision in metallic printing or customised surface finish, to our highly engineered plastic and vinyl products. With accredited production sites in the UK, Mexico & Poland we consider ourselves to be a leader in our market segment.

Our manufacturing processes are worldclass, our product development is in-house and is supported by global engineering team. We continue to deliver products which define our customer 'branding'; we're part of their very DNA.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

RESEARCH AND DEVELOPMENT

The company was involved in the research and development of illuminated products for vehicle applications along with the methods and processes of production.

FUTURE DEVELOPMENTS

With GSM Automotive Ltd securing significant new program awards in 2024 this means that 2025 will see further continued investment in plant and machinery to support those new program launches in 2025, 2026 & beyond. If additional funding is required, this will be provided by the principal shareholder.

In 2025 events in the global economic environment (such as the threat of tariffs being imposed in the US by the new administration) represent a significant challenge for the automotive industry and its supply base. This being said, GSM Automotive considers that these are not insurmountable and believes that its experienced management team are well placed to meet such challenges as they arise.

GSM Automotive continues to see increased opportunities across all regions, with particularly strong potential in Poland. The Polish operation has established a solid track record for quality, delivery and programme execution which positions it well to secure further work as customers expand their regional sourcing strategies. Both Poland and Mexico are now broadening their market-place offering, leveraging their performance credentials to pursue new programme nominations and deepen relationships with existing customers.

GSM Automotive is also placing greater emphasis on sourcing product locally wherever practicable. This approach supports customer expectations, reduces logistics costs, mitigates supply chain risk and enhances the competitiveness of each facility within its respective market.

EVENTS SINCE THE END OF THE YEAR

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

DIRECTORS

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

F Dodd

B F X Reilly

Other changes in directors holding office are as follows:

E Matthysen - appointed 1 January 2024

R H Ashmeade and A C Farthing ceased to be directors after 31 December 2024 but prior to the date of this report.

| G S M Automotive Limited (Registered number: 04236571) |

Report of the Directors

for the Year Ended 31 December 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 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;

- | 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

F Dodd - Director

9 March 2026

Report of the Independent Auditors to the Members of

G S M Automotive Limited

Opinion

We have audited the financial statements of G S M Automotive Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 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 is appropriate.

Based on the audit evidence obtained, 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 12 months from the date of approval of these financial statements.

In reaching this conclusion, we considered the directors' going concern assessment, including the company's updated forecasts, the operational restructuring undertaken during 2025 and 2026, the strengthened financial position arising from the £4.6m debt to equity swap completed in February 2026, and the continued financial support of the main shareholder and director. We also considered the dependencies identified by the directors, including the continued availability of this support, the successful delivery of the updated operational arrangements, and the timely collection of debtor balances.

Our responsibilities and the work we performed in respect of going concern are described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report.

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Report of the Independent Auditors to the Members of

G S M Automotive Limited

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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

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

Matters on which we are required to report by exception

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

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

- | adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Report of the Independent Auditors to the Members of

G S M Automotive Limited

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this.

We undertake the following procedures to identify and respond to these risks of non-compliance:

- |  | Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, and employment law. |

- |  | Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance. |

- |  | Review of board minutes and correspondence relevant to the audit. |

- |  | Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed. |

- |  | Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies. |

- |  | Identifying and testing unusual journal entries, with a particular focus on manual journal entries. |

Through these procedures, we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. 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. 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 concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

Report of the Independent Auditors to the Members of

G S M Automotive Limited

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Phillipa Symington ACA CA(SA) (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

Upper Poppleton

York

YO26 6QU

9 March 2026

| G S M Automotive Limited (Registered number: 04236571) |

Profit and Loss Account

for the Year Ended 31 December 2024

| 2024 |  | 2023

| Notes | £ | £ |

TURNOVER | 3 | 12,593,142 |  | 12,074,889 |  |

Cost of sales | (8,322,468 | ) | (7,357,957 | ) |

GROSS PROFIT | 4,270,674 |  | 4,716,932 |  |

Administrative expenses | (8,671,617 | ) | (8,664,341 | ) |

(4,400,943 | ) | (3,947,409 | ) |

Other operating income | 2,569,121 |  | 2,574,885 |  |

OPERATING LOSS | 5 | (1,831,822 | ) | (1,372,524 | ) |

Impairments | 6 | (16,882,203 | ) | - |  |

(18,714,025 | ) | (1,372,524 | ) |

Interest receivable and similar income | 478,979 |  | 641,196 |  |

(18,235,046 | ) | (731,328 | ) |

Interest payable and similar expenses | 7 | (87,950 | ) | (43,177 | ) |

LOSS BEFORE TAXATION | (18,322,996 | ) | (774,505 | ) |

Tax on loss | 8 | (25,610 | ) | 65,753 |  |

LOSS FOR THE FINANCIAL YEAR | (18,348,606 | ) | (708,752 | ) |

| G S M Automotive Limited (Registered number: 04236571) |

Balance Sheet

31 December 2024

| 2024 |  | 2023

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 9 | 511,095 |  | 1,008,193 |  |

Investments | 10 | 28,582 |  | 1,686,824 |  |

539,677 |  | 2,695,017 |  |

CURRENT ASSETS

Stocks | 11 | 1,490,058 |  | 1,467,271 |  |

Debtors | 12 | 5,950,997 |  | 18,385,231 |  |

Cash at bank and in hand | 482,154 |  | 1,333,166 |  |

7,923,209 |  | 21,185,668 |  |

CREDITORS

Amounts falling due within one year | 13 | (3,760,794 | ) | (2,719,529 | ) |

NET CURRENT ASSETS | 4,162,415 |  | 18,466,139 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,702,092 |  | 21,161,156 |  |

CREDITORS

Amounts falling due after more than one year | 14 | (1,925,274 | ) | (35,732 | ) |

NET ASSETS | 2,776,818 |  | 21,125,424 |  |

CAPITAL AND RESERVES

Called up share capital | 17 | 1,000 |  | 1,000 |  |

Share options | 18 | 78,146 |  | 78,146 |  |

Retained earnings | 18 | 2,697,672 |  | 21,046,278 |  |

SHAREHOLDERS' FUNDS | 2,776,818 |  | 21,125,424 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 9 March 2026 and were signed on its behalf by:

F Dodd - Director

E Matthysen - Director

| G S M Automotive Limited (Registered number: 04236571) |

Statement of Changes in Equity

for the Year Ended 31 December 2024

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | options |  | equity

£ | £ | £ | £ |

Balance at 1 January 2023 | 1,000 |  | 21,755,030 |  | 78,146 |  | 21,834,176 |  |

Changes in equity

Total comprehensive income | - |  | (708,752 | ) | - |  | (708,752 | ) |

Balance at 31 December 2023 | 1,000 |  | 21,046,278 |  | 78,146 |  | 21,125,424 |  |

Changes in equity

Total comprehensive income | - |  | (18,348,606 | ) | - |  | (18,348,606 | ) |

Balance at 31 December 2024 | 1,000 |  | 2,697,672 |  | 78,146 |  | 2,776,818 |  |

| G S M Automotive Limited (Registered number: 04236571) |

Cash Flow Statement

for the Year Ended 31 December 2024

| 2024 |  | 2023

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (3,450,358 | ) | (1,125,941 | ) |

Interest paid | (85,850 | ) | (37,471 | ) |

Interest element of hire purchase payments paid | (2,100 | ) | (5,706 | ) |

Tax paid | 79,860 |  | 105,470 |  |

Taxation refund | - |  | 272,189 |  |

Net cash from operating activities | (3,458,448 | ) | (791,459 | ) |

Cash flows from investing activities

Purchase of tangible fixed assets | (64,298 | ) | (237,432 | ) |

Sale of tangible fixed assets | 170,128 |  | 259,434 |  |

Interest received | 478,979 |  | 641,196 |  |

Net cash from investing activities | 584,809 |  | 663,198 |  |

Cash flows from financing activities

Capital repayments in year | (10,458 | ) | (46,375 | ) |

Amount introduced by directors | 2,033,085 |  | 500,000 |  |

Net cash from financing activities | 2,022,627 |  | 453,625 |  |

(Decrease)/increase in cash and cash equivalents | (851,012 | ) | 325,364 |  |

Cash and cash equivalents at beginning of year | 2 | 1,333,166 |  | 1,007,802 |  |

Cash and cash equivalents at end of year | 2 | 482,154 |  | 1,333,166 |  |

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Cash Flow Statement

for the Year Ended 31 December 2024

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

| 2024 |  | 2023

£ | £ |

| Loss before taxation | (18,322,996 | ) | (774,505 | ) |

| Depreciation charges | 532,956 |  | 694,864 |  |

| Profit on disposal of fixed assets | (141,688 | ) | (258,064 | ) |

| Intercompany loan movement | 12,673,531 |  | 544,350 |  |

| Capitalisation of intercompany loan | (7,874,951 | ) | - |  |

| Impairment of investments | 9,533,193 |  | - |  |

| Finance costs | 87,950 |  | 43,177 |  |

| Finance income | (478,979 | ) | (641,196 | ) |

(3,990,984 | ) | (391,374 | ) |

| Increase in stocks | (22,787 | ) | (46,893 | ) |

| Increase in trade and other debtors | (320,723 | ) | (464,844 | ) |

| Increase/(decrease) in trade and other creditors | 884,136 |  | (222,830 | ) |

| Cash generated from operations | (3,450,358 | ) | (1,125,941 | ) |

2. | CASH AND CASH EQUIVALENTS

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

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 482,154 |  | 1,333,166 |  |

| Year ended 31 December 2023

| 31.12.23 |  | 1.1.23

£ | £ |

| Cash and cash equivalents | 1,333,166 |  | 1,007,802 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.1.24 | Cash flow | At 31.12.24

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 1,333,166 |  | (851,012 | ) | 482,154 |  |

1,333,166 |  | (851,012 | ) | 482,154 |  |

| Debt

| Finance leases | (46,190 | ) | 10,458 |  | (35,732 | ) |

(46,190 | ) | 10,458 |  | (35,732 | ) |

| Total | 1,286,976 |  | (840,554 | ) | 446,422 |  |

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| G S M Automotive Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'), and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis.

| There were no material departures from that standard.

| The principal accounting policies adopted in the preparation of the financial statements are set out below and remain unchanged from the previous year.

| Going concern

| The financial statements have been prepared on a going concern basis. In assessing whether this basis remains appropriate, the directors have considered the company’s financial position, forecast trading performance, secured customer contracts, and the operational improvements implemented during 2025 and 2026.

| The company has undertaken significant restructuring and cost-rationalisation initiatives and has strengthened its operational and financial oversight processes. Updated forecasts, supported by contracted customer backlog across the UK, Poland and Mexico, indicate that the company is expected to generate sufficient cash flows to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

| The directors recognise that the going concern assessment remains dependent on certain key factors, including:

| - |  | The continued financial support of the main shareholder and director, which the directors have confirmed is not intended to be withdrawn. This intention and ability have been demonstrated through a £4.6 million debt-to-equity swap completed in February 2026, materially strengthening the company’s balance sheet; |  |

| - |  | The successful operation of the updated operational and contractual arrangements, including the delivery of new customer programmes and achievement of production and margin expectations as set out in the forecasts; and, |  |

| - |  | The timely collection of debtor balances, for which management has put enhanced controls and processes in place and to date has no evidence to indicate that these arrangements will not continue to operate effectively. |  |

| The directors note that considerable effort has been applied to improving financial discipline, forecasting processes and working capital management. Based on the information currently available, and the actions taken by management, there is no reason to believe that any of the key supporting factors will not continue as planned. However, should any of these factors change materially, the company’s cash flow position and the going concern assessment could be significantly affected.

| Having considered these matters, the directors believe that the going concern basis of preparation remains appropriate. The financial statements do not include any adjustments that would be required if the company were unable to continue as a going concern.

| Preparation of consolidated financial statements

| The financial statements contain information about G S M Automotive Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, GSM Automotive Holdings Limited, a company registered in the United Kingdom.

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Significant judgements and estimates

| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for income and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

| The following are the company's key sources of estimation uncertainty:

| Stock valuation

| Management applies procedures to identify defective, slow-moving and obsolete stock. An estimation is made of the price obtainable in the market in which the goods are expected to be sold and any costs of completion of sale are taken into account. The value of stock is reduced by the deficit between cost and estimated net realisable value.

| Going Concern

| Challenging trading conditions have led to heightened uncertainty around the appropriateness

| of the use of the going concern basis of preparation. After careful consideration the directors have agreed that the use of this basis remains appropriate. See note 2 to the financial statements.

| Impairment of investments

| Challenging trading conditions amongst some of the company's subsidiaries has led to heightened uncertainty around the carrying value of the investments in subsidiaries. Following a review of the subsidiaries' performance the directors have decided to impair these investments. See notes 6 and 10 to these financial statements.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Income recognition

| Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has been transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

| Plant and machinery | - | 15% - 25% on cost

| Motor vehicles | - | 25% on cost

| Fixed assets are initially recognised at cost and subsequently carried at cost less accumulated depreciation and impairment.

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Stocks

| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

| The stock is split into 3 categories and is valued as follows:

| Raw materials:

| Raw materials are held at the lower of replacement cost and cost paid, after making due allowance for obsolete and slow moving items.

| Work in progress:

| All manufactured products have a standard bill of materials and routing.

| Feeder parts are items which will be combined to create an item of finished goods, these are costed using the stock maintenance software which applies a percentage of the full material cost based on allocation of labour and overheads.

| Finished goods:

| All manufactured products have a standard bill of materials and routing. The cost represents the full material cost along with allocation of labour and overheads.

| Badges are held at standard cost based on full material cost based on allocation of labour and overheads.

| Other finished goods are held at a % of the selling price.

| Financial instruments

| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement in other operating expenses.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Research and development

| Expenditure on research and development is written off in the year in which it is incurred.

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Hire purchase and leasing commitments

| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

| Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| Share option

| Employees (including Directors) of the Company receive remuneration in the form of share-based payments,

| whereby employees render services as consideration for equity instruments.

| The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the Trinomial model.

| That cost is recognised as Directors remuneration, together with a corresponding increase in equity, over the

| period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

| Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company's best estimate of the number of equity instruments that will ultimately vest.

3. | TURNOVER

| The turnover and loss before taxation are attributable to the one principal activity of the company.

| An analysis of turnover by geographical market is given below:

| 2024 |  | 2023

£ | £ |

| United Kingdom | 7,357,074 |  | 8,086,850 |  |

| Europe | 3,670,336 |  | 3,786,244 |  |

| Rest of World | 1,565,732 |  | 201,795 |  |

12,593,142 |  | 12,074,889 |  |

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

4. | EMPLOYEES AND DIRECTORS

| 2024 |  | 2023

£ | £ |

| Wages and salaries | 6,741,118 |  | 6,172,360 |  |

| Other pension costs | 363,012 |  | 328,271 |  |

7,104,130 |  | 6,500,631 |  |

| The average number of employees during the year was as follows:

| 2024 |  | 2023

| Production | 66 |  | 68 |  |

| Administration & Sales | 81 |  | 90 |  |

147 |  | 158 |  |

| 2024 |  | 2023

£ | £ |

| Directors' remuneration | 668,256 |  | 519,520 |  |

| Directors' pension contributions to money purchase schemes | 101,925 |  | 52,090 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 3 |  | 3 |  |

| Information regarding the highest paid director is as follows:

| 2024 |  | 2023

£ | £ |

| Emoluments etc | 192,401 |  | 210,152 |  |

| Pension contributions to money purchase schemes | 46,956 |  | 20,538 |  |

5. | OPERATING LOSS

| The operating loss is stated after charging/(crediting):

| 2024 |  | 2023

£ | £ |

| Depreciation - owned assets | 521,336 |  | 596,460 |  |

| Depreciation - assets on hire purchase contracts | 11,620 |  | 98,404 |  |

| Profit on disposal of fixed assets | (141,688 | ) | (258,064 | ) |

| Auditors' remuneration | 48,000 |  | 46,175 |  |

| Foreign exchange (surplus)/deficit | 291,839 |  | 189,950 |  |

| Research & development costs | 429,357 |  | 474,302 |  |

| Operating lease rentals - land and buildings | 204,229 |  | 215,200 |  |

| Non-audit fees | 17,050 |  | 14,540 |  |

6. | EXCEPTIONAL ITEMS

| 2024 |  | 2023

£ | £ |

| Impairments | (16,882,203 | ) | - |  |

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

| The directors have reviewed the financial performance and operational outlook of the company's subsidiary undertakings. In light of the continued downturn in business and the operational challenges faced by these entities, the directors have reassessed the recoverability of the intercompany loan balances and intercompany debtors due to the company. This assessment has also been extended to consider the investment in subsidiaries included on the balance sheet.

| Although the directors remain satisfied that both the subsidiaries and the company have adequate resources to continue operating for the foreseeable future, it is now considered unlikely that the intercompany balances will be repayable in full. This reflects the overall group's strategic decision to prioritise future investment in improving business performance rather than settlement of historic intra-group funding.

| As a result of this assessment, provisions have been raised against the amounts owing from subsidiaries, and a similar provision against the value of the investments held. These provisions are recognised as an impairment charge in the financial statements.

| During the year the following asset impairments were recognised: Intercompany trade debtor balances (£3,651,725), Intercompany loans (£3.697.285), and investments in subsidiaries (£9,533,193).

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2024 |  | 2023

£ | £ |

| Bank loan interest | 11,243 |  | 16,572 |  |

| Interest on directors loan account | 74,607 |  | 20,899 |  |

| Hire purchase | 2,100 |  | 5,706 |  |

87,950 |  | 43,177 |  |

8. | TAXATION

| Analysis of the tax charge/(credit)

| The tax charge/(credit) on the loss for the year was as follows:

| 2024 |  | 2023

£ | £ |

| Current tax:

| UK corporation tax | (79,860 | ) | - |  |

| Overprovided corporation tax | - |  | (105,470 | ) |

| Adjustment re previous year | 105,470 |  | 39,717 |  |

| Tax on loss | 25,610 |  | (65,753 | ) |

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

9. | TANGIBLE FIXED ASSETS

| Plant and |  | Motor |

| machinery |  | vehicles |  | Totals

£ | £ | £ |

| COST

| At 1 January 2024 | 8,365,695 |  | 103,558 |  | 8,469,253 |  |

| Additions | 64,298 |  | - |  | 64,298 |  |

| Disposals | (1,526,236 | ) | (5,115 | ) | (1,531,351 | ) |

| At 31 December 2024 | 6,903,757 |  | 98,443 |  | 7,002,200 |  |

| DEPRECIATION

| At 1 January 2024 | 7,384,270 |  | 76,790 |  | 7,461,060 |  |

| Charge for year | 523,993 |  | 8,963 |  | 532,956 |  |

| Eliminated on disposal | (1,497,807 | ) | (5,104 | ) | (1,502,911 | ) |

| At 31 December 2024 | 6,410,456 |  | 80,649 |  | 6,491,105 |  |

| NET BOOK VALUE

| At 31 December 2024 | 493,301 |  | 17,794 |  | 511,095 |  |

| At 31 December 2023 | 981,425 |  | 26,768 |  | 1,008,193 |  |

| Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

| Plant and

| machinery

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 58,100 |  |

| DEPRECIATION

| At 1 January 2024 | 7,747 |  |

| Charge for year | 11,620 |  |

| At 31 December 2024 | 19,367 |  |

| NET BOOK VALUE

| At 31 December 2024 | 38,733 |  |

| At 31 December 2023 | 50,353 |  |

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

10. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2024 | 1,686,824 |  |

| Additions | 7,874,951 |  |

| Impairments | (9,533,193 | ) |

| At 31 December 2024 | 28,582 |  |

| NET BOOK VALUE

| At 31 December 2024 | 28,582 |  |

| At 31 December 2023 | 1,686,824 |  |

| The company's investments at the Balance Sheet date in the share capital of companies include the following:

| GSM Automotive GmbH

| Registered office: Hamburger Allee 2-4, 60486 Frankfurt am Main, Germany

| Nature of business: Overseas office

| %

| Class of shares: | holding |

| Ordinary shares | 100.00 |

| GSM Automotive Mexico SA. de C.V.

| Registered office: Carretera Estatal 431, Km 2+200, Lote 91 Modulos 3 y 4, Parque Tecnológico Innovación Querétaro, El Marqués, Querétaro, C.P. 76246, Mexico.

| Nature of business: Overseas office

| %

| Class of shares: | holding |

| Ordinary shares | 100.00 |

| GSM Automotive Polska Sp. Z.0.0.

| Registered office: Plaska 25, 87-100 Torun, Poland.

| Nature of business: Overseas office

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| GSM Automotive Inc.

| Registered office: 3200 Greenfield Road, Suite 300, Dearborn, MI, 48120, USA

| Nature of business: Overseas office

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| During the year, investments with a carrying value of £9,533,193 held by the company were impaired following a review of of the trading performance of the subsidiaries. The directors believe the carrying value of the investments at 31 December 2024 are now a true and fair reflection of the value of the investments held in subsidiaries. More detail is contained in note 6 to these financial statements.

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

11. | STOCKS

2024 | 2023 |

£ | £ |

| Raw materials | 939,347 |  | 883,964 |  |

| Work-in-progress | 253,868 |  | 252,447 |  |

| Finished goods | 296,843 |  | 330,860 |  |

1,490,058 |  | 1,467,271 |  |

12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Trade debtors | 1,315,478 |  | 1,459,720 |  |

| Amounts owed by group undertakings | 3,627,408 |  | 3,640,628 |  |

| Other debtors | 81,842 |  | 107,450 |  |

| Loans to group undertakings | 100 |  | 12,636,367 |  |

| VAT | 96,984 |  | 92,775 |  |

| Prepayments and accrued income | 829,185 |  | 448,291 |  |

5,950,997 |  | 18,385,231 |  |

13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Hire purchase contracts (see note 15) | 10,458 |  | 10,458 |  |

| Trade creditors | 2,145,386 |  | 1,511,031 |  |

| Amounts owed to group undertakings | 220,974 |  | 196,060 |  |

| Taxation and social security | 304,510 |  | 152,287 |  |

| Other creditors | 30,765 |  | 28,163 |  |

| Loans from group undertakings | 104,094 |  | 104,964 |  |

| Directors' current accounts | 633,085 |  | 500,000 |  |

| Accruals and deferred income | 311,522 |  | 216,566 |  |

3,760,794 |  | 2,719,529 |  |

14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2024 | 2023 |

£ | £ |

| Hire purchase contracts (see note 15) | 25,274 |  | 35,732 |  |

| Directors' loan accounts | 1,900,000 |  | - |  |

1,925,274 |  | 35,732 |  |

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

15. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Hire purchase |

| contracts |

2024 | 2023 |

£ | £ |

| Net obligations repayable:

| Within one year | 10,458 |  | 10,458 |  |

| Between one and five years | 25,274 |  | 35,732 |  |

35,732 |  | 46,190 |  |

| Non-cancellable |

| operating leases |

2024 | 2023 |

£ | £ |

| Within one year | 260,574 |  | 250,056 |  |

| Between one and five years | 530,250 |  | 701,016 |  |

| In more than five years | 2,573 |  | - |  |

793,397 |  | 951,072 |  |

16. | SECURED DEBTS

| The following secured debts are included within creditors:

2024 | 2023 |

£ | £ |

| Hire purchase contracts | 35,732 |  | 46,190 |  |

| The above hire purchase contracts are secured against the assets to which they relate.

| The company's banking provider also holds the followings securities:

| - An Omnibus Guarantee & Setoff Agreement of £100,000 relating to VAT deferment on overseas operations;

| - A Debenture to guarantee BACS payments made by the company.

17. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

| value: | £ | £ |

| 900 | A Ordinary | £1 | 900 |  | 900 |  |

| 100 | B Ordinary | £1 | 100 |  | 100 |  |

1,000 |  | 1,000 |  |

| Called up share capital - represents the nominal value of shares that have been issued.

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

18. | RESERVES

| Retained |  | Share |

| earnings |  | options |  | Totals

£ | £ | £ |

| At 1 January 2024 | 21,046,278 |  | 78,146 |  | 21,124,424 |  |

| Deficit for the year | (18,348,606 | ) | (18,348,606 | ) |

| At 31 December 2024 | 2,697,672 |  | 78,146 |  | 2,775,818 |  |

| Retained earnings - includes all current and prior period retained profits and losses.

| Share options include all current and prior period financial impacts of the share options.

19. | RELATED PARTY DISCLOSURES

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

| Parent company

2024 | 2023 |

£ | £ |

| Amounts owed from related party | 100 |  | 100 |  |

| Entities over which the entity has control, joint control or significant influence

2024 | 2023 |

£ | £ |

| Sales | (20,722 | ) | (60,353 | ) |

| Purchases | 10,193 |  | 27,046 |  |

| Rent | 203,233 |  | 215,200 |  |

| Management charges paid | 80,000 |  | 200,000 |  |

| Interest paid | - |  | 12,947 |  |

| Amount due from related party | 3,153 |  | 42,032 |  |

| Amount due to related party | (84,066 | ) | (86,584 | ) |

| Key management personnel of the entity or its parent (in the aggregate)

2024 | 2023 |

£ | £ |

| Remuneration | 1,011,240 |  | 833,758 |  |

| Loan amount due to director (F Dodd) | 2,500,000 |  | 500,000 |  |

| A management charge of £80,000 (2023: £200,000) was paid to a related, co-owned company (GSM Group Ltd) for the salary and costs of one of a former director of the company for provision of management services. The individual was remunerated for his directorship of both of the companies by GSM Group Ltd.

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

20. | POST BALANCE SHEET EVENTS

| The following events occurred after the reporting date and have not been reflected in the amounts recognised in the financial statements, as they relate to conditions that arose after 31 December 2024. However, they are considered material to an understanding of the Company's financial position and future prospects.

| Operational disruption at key customer

| On 31 August 2025, a significant cyber incident affected a key customer of the Company. As a result of this incident the customer temporarily suspended production, which caused disruption to the Company's operations and cash flows. These matters have been considered as part of the directors' assessment of going concern and are disclosed further in the going concern note.

| Changes in senior management

| During the period after the reporting date, the Company's Chief Financial Officer and Chief Executive Officer ceased to perform their duties and took a period of extended leave pending internal processes.

| The directors have assessed the financial reporting implications of subsequent agreements reached and concluded that they represent non-adjusting events for the year ended 31 December 2024. Accordingly, no amounts have been recognised in these financial statements. In determining the nature and extent of disclosure, the directors have taken account of legal and confidentiality restrictions and have included only such information as they consider necessary for users' understanding of the financial statements.

| With effect from November 2025, interim financial leadership responsibilities were assumed by the remaining directors. The directors continue to monitor the impact of these changes on the Company's governance and financial management.

| Conversion of director loan to equity

| Subsequent to the year end, a shareholder loan of £4.6 million was converted into equity. This transaction improved the Company's balance sheet position and reduced leverage. As the conversion occurred after the reporting date, no adjustment has been made to the financial statements for the year ended 31 December 2024.

| Going concern

| These post balance sheet events have been taken into account in the directors' assessment of the Company's ability to continue as a going concern, as set out in note 2 - Going Concern.

21. | ULTIMATE PARENT COMPANY

| The ultimate parent company is GSM Automotive Holdings Limited, a limited company registered in England and Wales. The company's registered office is Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS.

| ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is F Dodd, by virtue of their controlling interest in the parent company, GSM Automotive Holdings Limited, Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS.

22. | SHARE OPTIONS

| In 2019 the company passed special resolutions to grant Enterprise Management Incentive share option schemes for two individuals.

| The company granted 40 options at £11,400.00 per ordinary share.

|  | 2024 |  |  | 2023 |  |

|  | £ |  |  | £ |  |

| Expense arising from equity-settled share-based payment transactions |  |  | - |  |  | - |  |

| There were no cancellations or modifications to the awards in 2024.

| G S M Automotive Limited (Registered number: 04236571) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

23. | DEFERRED TAX ASSET

| Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and carry forward tax losses can be utilised. Accordingly, the company has not recognised deferred tax assets in respect of deducible temporary differences and tax losses of £2.92m (2023: £654k) as it is not probable that relevant taxable profits will be available to utilise these in the next 12 months. The applicable tax rate for the same is 25%.