REGISTERED NUMBER: 05735585 (England and Wales)

MORGAN GRP LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30 SEPTEMBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

M W Ingram-Jones

O G Ingram-Jones

D C Ingram-Jones

S Ingram-Jones

SECRETARY:

M W Ingram-Jones

REGISTERED OFFICE:

C/O Bevan Buckland Ltd

Ground Floor

Cardigan House

Swansea

SA7 9LA

REGISTERED NUMBER:

05735585 (England and Wales)

AUDITORS:

Bevan Buckland Audit Ltd (Statutory Auditors)

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

BANKERS:

Barclays Bank Plc

262 Oxford Street

Swansea

SA1 3BR

The directors present their strategic report of the company and the group for the year ended 30 September 2025.

PRINCIPAL ACTIVITIES

The principal activity of the group during the year was that of the manufacture of glass reinforced plastic goods.

REVIEW OF BUSINESS

The results for the year and financial position of the Group are shown in the annexed financial statements.

2025

2024

Variance

Revenue

17,655,412

16,191,950

9.0%

Gross Profit

6,247,717

5,407,647

15.5%

Gross Profit Margin

35.4%

33.4%

2.0%

Operating Profit (before Other operating income)

3,087,169

1,462,732

111.1%

Operating Profit Margin

17.5%

9.0%

8.5%

KEY PERFORMANCE INDICATORS

The directors carefully monitor results and consider that the group's key performance indicators are financial, namely turnover and operating profit. These are reflected in the financial statements.

Each department within the Group has their own bespoke set of internal KPI's which feed in to achieving these results.

DEVELOPMENTS IN THE YEAR

The group company continues to adapt and implement best practice, over the year the group have felt the impact of increased costs or raw materials, transport and more recently higher energy prices. these costs have been mitigated and the directors are pleased with the financial performance.

We have continued to develop home working/hybrid working, we feel this works well for the company and offers greater flexibility in our workforce. We feel we have adapted and developed processes and procedures to manage, improve and facilitate best practice we continue to invest in equipment and technology to facilitate this.

FUTURE DEVELOPMENTS

As always, we will continually invest in R&D to improve our products and to move in to new markets.

Investment in all three company sites continue to take place at Llandybie, Swansea and Baglan.

POST BALANCE SHEET EVENTS

On the 10 April 2026 Morgan GRP Ltd sold 74% of its investment in Envico Engineering Ltd and 70% of its investment in Envico Alba Ltd for a value in excess of the amounts held in Fixed Asset Investments.

PRINCIPAL RISKS AND UNCERTAINTIES

Following the sale of the main trading subsidiary the group has an overall low risk profile. The main risk to the group would be stock market volatility resulting in a low return on investment.

The group's operations expose it to a variety of financial risks that include the effects of changes in market prices, credit risk and interest rate risk. The group has in place a risk management programme that seeks to limit adverse effects on the financial performance of the company. Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the group's finance department. the company does not use derivative financial instruments for speculative purposes.

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Credit risk

The group's principal financial assets are cash and trade debtors. The principal credit risk arises from its trade debtors. In order to manage credit risk the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history.

Interest rate risk

The group has limited its interest rate risk by continuing to hold sufficient cash balances to meet its needs without the need for further financing.

EMPLOYEES

The Group holds regular tool box talks with all departments, has a notice board and the Group managers and directors regularly meet union representatives. These talks allow regular question and answer sessions and discussions with staff. The Group has regular bi-weekly remote management meetings and all relevant performance, quality or H+S are cascaded down via departmental and toolbox talks/meeting. Every employee has an opportunity to include an item on the agenda of these meetings or take part in discussion or pose a question. The Directors engage directly with employees at tool box talks and daily walk arounds. Employees are encouraged to take part in charity work and nominate charities or individuals. Directors will attend or take part in these events, where possible, also every employee's birthday is noted and wished happy birthday. Staff who have reached milestones in their career i.e. length of service are rewarded appropriately. And this will be noted in communication personally and/or via letter from the directors. The company is aware of its impact on employees and the surrounding community, it highlights this in its "vision statement," and Business Plan. The Group communicates directly with employees or union representatives on a wide range of issues ranging from site improvements, long term investment and share ownership, which is also a component of the Group's business plan.

The group attach paramount importance to the wellbeing of its workforce and is committed to their support, development and motivation. We have taken the steps to provide and Employee Assistance Programme for our employees as we have a responsibility for their wellbeing. We appreciate that not all employees will want to talk to their manager or a director so we have given them an option to speak to someone confidentially.

The directors endeavour to ensure that as far as possible, the training, carer development and promotion of disabled persons are the same as for other employees. Should employees become disabled every effort is made to ensure that their employment continues and appropriate retraining is made available.

RESEARCH & DEVELOPMENT

During the accounting period the Group has continued to invest heavily in R&D. The objective being to continue to develop its product range and remain a leading provider of advanced GRP solutions.

HEALTH & SAFETY, QUALITY AND ENVIRONMENT

The business has in place a rigorous and far reaching health and safety policy and is committed to adhering to all legislation requirement imposed on it through various enforcing authorities.

We have a dedicated resource to manage this vitally important aspect of the business and we have amalgamated the health and safety team with our compliance and training function to make sure we identify and reduce risk thereby ensuring we comply with all legal, company and customer requirements.

The company holds quality management and environmental accreditations e.g. ISO9001 which ensure customers can have confidence in our supply chain management and our commitment to seek ways to reduce our carbon footprint.

ON BEHALF OF THE BOARD:

M W Ingram-Jones - Director

2 June 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30 September 2025.

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 October 2024 to the date of this report.

M W Ingram-Jones

O G Ingram-Jones

D C Ingram-Jones

S Ingram-Jones

Other changes in directors holding office are as follows:

R M Jones ceased to be a director after 30 September 2025 but prior to the date of this report.

DONATIONS

The Group made no political donations during the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

M W Ingram-Jones - Director

2 June 2026

Opinion

We have audited the financial statements of Morgan GRP Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, and then, design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

We discussed our audit independence complying with the Revised Ethical Standard 2024 with the engagement team members whilst planning the audit and continually monitored our independence throughout the process.

Identifying and assessing potential risks related to irregularities.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

enquiring of management, including obtaining and reviewing supporting documentation, concerning the Group's policies and procedures relating to:

-

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

detecting and responding to the risks of fraud and whether they have knowledge of any actual. suspected or alleged fraud;

-

the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;

-

discussing among the engagement team how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas;

-

Assumptions used when valuing amounts recoverable on contract

-

obtaining an understanding of the legal and regulatory frameworks that the Group operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the Group, The key laws and regulations we considered in this context included the UK Companies Act and relevant tax legislation.

Audit response to risks identified

In addition to the above, our procedures to respond to risks identified included the following:

-

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations;

-

enquiring of management concerning actual and potential litigation and claims; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

-

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments;

-

assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

-

evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

Use of our report

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

Henry Lloyd-Davies (Senior Statutory Auditor)

for and on behalf of Bevan Buckland Audit Ltd (Statutory Auditors)

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

2 June 2026

TURNOVER

3

17,655,412

16,191,950

Cost of sales

11,407,695

10,784,303

GROSS PROFIT

6,247,717

5,407,647

Administrative expenses

3,201,644

3,048,134

3,046,073

2,359,513

Other operating income

41,096

189

OPERATING PROFIT

5

3,087,169

2,359,702

Impairment of investment

property

6

-

1,218,810

3,087,169

1,140,892

Interest receivable and similar income

515,390

559,893

3,602,559

1,700,785

Interest payable and similar expenses

7

224

11,709

PROFIT BEFORE TAXATION

3,602,335

1,689,076

Tax on profit

8

766,020

626,591

PROFIT FOR THE FINANCIAL YEAR

2,836,315

1,062,485

Profit attributable to:

Owners of the parent

2,836,315

1,062,485

PROFIT FOR THE YEAR

2,836,315

1,062,485

OTHER COMPREHENSIVE INCOME

Revaluation of investment property

-

321,838

Income tax relating to other comprehensive income

-

(80,460

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

241,378

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,836,315

1,303,863

Total comprehensive income attributable to:

Owners of the parent

2,836,315

1,303,863

FIXED ASSETS

Intangible assets

11

8,308

11,736

Tangible assets

12

1,049,859

5,150,174

Investments

13

-

-

Investment property

14

3,892,394

-

4,950,561

5,161,910

CURRENT ASSETS

Stocks

15

1,217,205

1,135,937

Debtors

16

1,684,532

3,501,526

Cash at bank and in hand

14,484,394

10,922,425

17,386,131

15,559,888

CREDITORS

Amounts falling due within one year

17

4,050,903

4,244,063

NET CURRENT ASSETS

13,335,228

11,315,825

TOTAL ASSETS LESS CURRENT LIABILITIES

18,285,789

16,477,735

PROVISIONS FOR LIABILITIES

19

244,783

284,673

NET ASSETS

18,041,006

16,193,062

CAPITAL AND RESERVES

Called up share capital

20

846

846

Share premium

21

549,809

549,809

Capital redemption reserve

21

676

676

Retained earnings

21

17,476,675

15,603,731

SHAREHOLDERS' FUNDS

18,028,006

16,155,062

NON-CONTROLLING INTERESTS

22

13,000

38,000

TOTAL EQUITY

18,041,006

16,193,062

The financial statements were approved by the Board of Directors and authorised for issue on 2 June 2026 and were signed on its behalf by:

M W Ingram-Jones - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

323,093

2,165,081

Investments

13

4,372,935

3,384,564

Investment property

14

3,892,394

-

8,588,422

5,549,645

CURRENT ASSETS

Debtors

16

144,075

5,096,194

Cash at bank and in hand

13,655,335

7,757,499

13,799,410

12,853,693

CREDITORS

Amounts falling due within one year

17

298,833

290,103

NET CURRENT ASSETS

13,500,577

12,563,590

TOTAL ASSETS LESS CURRENT LIABILITIES

22,088,999

18,113,235

PROVISIONS FOR LIABILITIES

19

89,921

97,382

NET ASSETS

21,999,078

18,015,853

CAPITAL AND RESERVES

Called up share capital

20

846

846

Share premium

21

549,809

549,809

Capital redemption reserve

21

676

676

Retained earnings

21

21,447,747

17,464,522

SHAREHOLDERS' FUNDS

21,999,078

18,015,853

Company's profit for the financial year

3,983,225

1,248,989

The financial statements were approved by the Board of Directors and authorised for issue on 2 June 2026 and were signed on its behalf by:

M W Ingram-Jones - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 October 2023

846

14,393,688

549,809

Changes in equity

Dividends

-

(93,820

)

-

Total comprehensive income

-

1,303,863

-

Balance at 30 September 2024

846

15,603,731

549,809

Changes in equity

Purchase of additional

interest in subsidiary

-

(963,371

)

-

Total comprehensive income

-

2,836,315

-

846

17,476,675

549,809

Acquisition of non-controlling interest

-

-

-

Balance at 30 September 2025

846

17,476,675

549,809

Capital

redemption

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 October 2023

676

14,945,019

38,000

14,983,019

Changes in equity

Dividends

-

(93,820

)

-

(93,820

)

Total comprehensive income

-

1,303,863

-

1,303,863

Balance at 30 September 2024

676

16,155,062

38,000

16,193,062

Changes in equity

Purchase of additional

interest in subsidiary

-

(963,371

)

-

(963,371

)

Total comprehensive income

-

2,836,315

-

2,836,315

676

18,028,006

38,000

18,066,006

Acquisition of non-controlling interest

-

-

(25,000

)

(25,000

)

Balance at 30 September 2025

676

18,028,006

13,000

18,041,006

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 October 2023

846

16,067,975

549,809

676

16,619,306

Changes in equity

Dividends

-

(93,820

)

-

-

(93,820

)

Total comprehensive income

-

1,490,367

-

-

1,490,367

Balance at 30 September 2024

846

17,464,522

549,809

676

18,015,853

Changes in equity

Total comprehensive income

-

3,983,225

-

-

3,983,225

Balance at 30 September 2025

846

21,447,747

549,809

676

21,999,078

Cash flows from operating activities

Cash generated from operations

1

3,094,860

2,485,466

Interest paid

(224

)

-

Tax paid

(544,451

)

(578,860

)

Net cash from operating activities

2,550,185

1,906,606

Cash flows from investing activities

Purchase of intangible fixed assets

-

(12,125

)

Purchase of tangible fixed assets

(9,849

)

(594,418

)

Sale of tangible fixed assets

-

285,001

Interest received

515,390

559,893

Net cash from investing activities

505,541

238,351

Cash flows from financing activities

Loan repaid in year

1,544,604

-

Amount introduced by directors

485,000

12,640

Amount withdrawn by directors

(534,990

)

(63,500

)

Purchase of Minority Interest shares

(988,371

)

-

Interest paid

-

(11,709

)

Equity dividends paid

-

(93,820

)

Net cash from financing activities

506,243

(156,389

)

Increase in cash and cash equivalents

3,561,969

1,988,568

Cash and cash equivalents at beginning of year

2

10,922,425

8,933,857

Cash and cash equivalents at end of year

2

14,484,394

10,922,425