Registered number: 14786291
FOR THE YEAR ENDED 30 SEPTEMBER 2025
EVOLUTION CASTINGS GROUP LIMITED
COMPANY INFORMATION
EVOLUTION CASTINGS GROUP LIMITED
CONTENTS
EVOLUTION CASTINGS GROUP LIMITED
CHAIRMAN AND CHIEF EXECUTIVE’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Chairman and Chief Executive present their statement for the period.
Evolution Castings Group Limited (the “Group”) was created in 2023 as a vehicle to acquire Grainger & Worrall Limited (“GWL”), Grainger & Worrall Machining (“GWM”) and Grainger & Worrall Inc (“GWI”) (together the “Grainger & Worrall Group of Companies”) on 29 June 2023 (the “Acquisition”).
The Group has evolved significantly since the acquisition leading to significant improvements in on time deliveries to all customers, a step change in quality performance with a constant focus on minimising wastage and a relentless drive for greater productivity.
Since the Acquisition, the Group has generated a cumulative adjusted EBITDA of £5.9m. Investments in Capital Equipment totalling £5.4 million have also been made and this has underpinned the operational turnaround and supported the capabilities needed for the Group’s future growth.
The Group’s indebtedness, excluding the funding associated with the Acquisition, has also reduced from £16.7 million as at 29 June 2023 to £9.1 million as at 30 September 2025.
Debt relating to the Acquisition and subsequent funding drawn down against certain activities in the Group amounts to £16.9 million as at 30 September 2025. The Board sees these funds as a structure typically seen in private equity structures, and they are only repayable upon a sale or future refinancing of the business unless agreed otherwise. There are no financial covenants associated with this debt.
The year ending 30 September 2025 was challenging for the Group. Demand from its traditional core automotive market in Europe was severely depressed by US trade tariffs and the uncertainty of transition to electric vehicles. The Company has established itself as a leading prototype supplier to both EV and Internal Combustion Engine vehicles. Our customers were not sure which technology to invest in for future models – this translated to lower demand for our services. This demand reduction was combined with cost pressures in the form of increased payroll costs as a result of government decisions on Minimum Living Wage and also substantial increases in National Insurance costs. Furthermore energy costs in the UK remain very high when compared with international peers.
In early 2024 the Board took the decision to begin a strategy of widening the markets that the Group operates in worldwide. Whilst the automotive sector is always expected to be a key market for the Group, the market leading capabilities of the Group have enabled a rapid expansion of its activities into the energy, aerospace and defence markets as shown below.
Page 1
EVOLUTION CASTINGS GROUP LIMITED
CHAIRMAN AND CHIEF EXECUTIVE’S STATEMENT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
As a result of the repositioning of the Group across the markets it operates in, senior management have been successful in extending the order book. The pipeline of opportunities being actively pursued, increased from circa £275 million as at 1 October 2024 to over £1,150 million as at 30 September 2025.
The Group has taken multiple actions to reduce costs; direct productivity has improved, shift patterns simplified and support processes streamlined. Sadly this has resulted in restructuring and a reduction in numbers of employees. The business is in a stronger, more capable position at the end of the year.
The Board also take this opportunity to extend its gratitude to the Group’s customers, suppliers, stakeholders and employees (“Partners”) over the last 12 months. It strongly believes that following a challenging year during which the market diversification has taken place and by working with all stakeholders the Group is now able to achieve its full potential as a world leading aluminium sand casting business for highly complex, challenging applications.
DS Eldridge
Chief Executive
Chief Executive
Date
Page 2
EVOLUTION CASTINGS GROUP LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Directors present their report and the financial statements for the year ended 30 September 2025.
Evolution Castings Group Limited (the “Company”) was formed on 07 April 2023 for the specific purpose of becoming the holding entity for the Grainger and Worrall Group of Companies (together the “Group”).
The principal activity of the Group is that of being a leading provider of complex, high quality aluminium casting solutions. It is a high performance specialist engineering group that is involved with its customers from concept design through to production to ensure optimisation of the cast products’ performance. It uses robust manufacturing methods which optimise product and material performance, adding value to customers’ supply chains with a niche volume manufacturing offering.
Primarily the Group’s capabilities are engineering, complex sand casting, giga casting, design for manufacturing, machining, material science and inspection & certification. These capabilities provide prototype parts and low volume production (sub 20,000 castings per annum) for customers in the following markets:
•energy;
•defence;
•aerospace;
•marine;
•automotive; and
•motorsport.
The Group operates in a global market across Europe, Asia and North America typically serving well known branded companies. Whilst historically the Group’s revenue has been predominantly in the UK and Europe this has widened in recent years to expanding its market share in North America and Asia. Whilst the Group does not specifically target certain geographies it has the capabilities to collaborate with any customer driving innovation, regardless of their location.
Strategic vision
The strategic vision of the Group is:
“To support our customers world wide, achieve success by helping them bring great ideas to life with outstanding engineering sand cast aluminium solutions.”
To support this vision, the Group has set several short and medium term goals, these being:
•To grow the Group successfully and profitably by optimising the engineering capabilities and expertise;
•To instil the Group’s values and ensure that they are embraced by the workforce;
•To continue to value the Group’s workforce with a culture of continual improvement and learning which is designed to empower and develop the workforce;
•To develop and implement a market leading ESG strategy and in doing so positively impact the Group and the communities that it is part of;
•To grow revenue profitably to £100 million in the financial year ending 31 October 2028;
•To seek to expand the Group’s operations into the US either organically or by acquisition;
Page 3
EVOLUTION CASTINGS GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
•To continue to maintain a strong presence in the automotive and motorsport sectors as a provider of niche volume and low rate initiate production components;
•To continue to serve prototyping markets, irrespective of sector;
•To maintain its position as a world leading provider of large, complex giga or mega castings, irrespective of sector; and
•To continue to grow its market share in the energy, defence and marine sectors alongside automotive.
Key attributes
The successful performance of the Group is underpinned by:
•a market leading provider of high quality and complex engineering in aluminium castings with an expertise in sand cast aluminium giga structures;
•deep industry experience with the know how to produce accurate and reliable solutions for customers leveraging the Group’s ability to produce with market leading manufacturing tolerances and design for manufacture competencies;
•a collaborative orientated approach to design, feasibility and simulation delivered by a team of expert engineers who work iteratively with blue chip customers to develop robust manufacturing methods that optimise structure properties before the first mould is poured;
•operational expertise and scale of the production facilities meaning the Group has the largest independently owned prototyping facility in the market space in which it operates;
•an innovative approach to materials science, leveraging in house expertise coupled with external partnerships allowing the Group to optimise the use of alloys within its components and products. This is demonstrated by the development of proprietary aluminium alloys that allow for enhanced performance or durability, particularly in developing areas such as hydrogen driven powertrains and specialist defence or aerospace components; and
•strong, well established relationships with a large portfolio of sector leading global brands, well known in the markets in which they operate.
Page 4
EVOLUTION CASTINGS GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The principal risks facing the Group are summarised in the following table alongside mitigations identified and implemented.
Page 5
EVOLUTION CASTINGS GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 6
EVOLUTION CASTINGS GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Policies
The key policies in place in the Group now include:
•Anti bribery and corruption
•Code of conduct
•Environmental, social and governance
•Equality, Diversity and inclusion
•Fair pay and gender pay gap
•Gift and corporate hospitality
•Human rights
•Modern slavery
•Privacy & data protection statement
•Safety, health and environmental
•Security of employment and recruitment
•Suppliers and third parties
•Training and development
The Group continue to be review the policies and procedures regularly to ensure that they are up to date.
Review of the reporting period
Prior to the Acquisition the Grainger & Worrall Group of Companies underperformed due to a combination of internal and external factors. In the reporting period ended 31 October 2022 a turnover and EBITDA of £80.5 million and £6.1 million respectively was reported. Following the involvement of turnaround specialists and the change in ownership on 29 June 2023 the Group reported a turnover and an adjusted EBITDA for the reporting period of £85.2 million and £11.0 million respectively.
A combination of the market volatility and political turmoil particularly at the start of 2025 had a significant impact on the financial performance of the Group and accelerated the management plans to reduce the workforce and capitalise on the productivity improvements that were already been seen.
The Board are disappointed with the financial results of the Group but as a result of management actions and improved market conditions the underlying business has already bounced back as at the date of signing these financial statements.
There has been a significant increase in the pipeline of active opportunities that are being progressed by the Group with lead to conversion rates also being significantly higher than those seen post Acquisition.
Other notable achievements during the last twelve months also include:
•A significant increase in the active pipeline of work of £275m to £1,170m as at 30 September 2025;
•A reduction in the Group’s Bank debt of £1.9 million;
•5 new automotive customers, 2 aerospace customers, 3 defence customers and recovery in our Motorsport market position;
•66% of the forecast revenue in the FY26 now commissioned under long term agreements or equivalent;
•Awarded a fourth Kings Enterprise Award for Innovation in 2025; the only company in the UK to have received four awards in the last 25 years;
•Successfully passing the annual IATF review in February 2025; and
•Gaining Tissax and Cyber Essentials Plus certification.
In addition, the Group has focussed heavily on ensuring that its processes are robust and single points of failure in its production processes are minimised through investment and preventative maintenance. This includes but is not limited to furnaces and digital sand printers.
Page 7
EVOLUTION CASTINGS GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Group has financial key performance indicators (“KPIs”) as follows:
Adjusted EBITDA is calculated as follows:
The Group uses a suite of targeted non-financial key performance indicators to monitor and measure performance on a daily, weekly and monthly basis which covers the whole business operating spectrum reflecting the changing needs of the Group.
Page 8
EVOLUTION CASTINGS GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Under section 172(1) of the Companies Act 2006, the Directors of a company have a duty to promote the success of the Group for the benefit of its members, and in doing so have regard (amongst other matters) to:
•the likely consequences of any decision in the long term;
•the interest of the Group’s Partners;
•the need to foster the Group’s business relationships with suppliers, customers, and others;
•the impact of the Group’s operations on the community and environment;
•the desirability of the company maintaining a reputation for high standards of business conduct; and
•the need to act fairly between members of the Group.
During the reporting period the directors believe that there were several key decisions taken, for all of which the Group’s stakeholders were considered. These were:
• continuing to improve the involvement of the Group’s Partners, including but not limited to putting in place regular briefings with the workforce and embedding the values in the Group;
•increasing the contribution made to the communities in which the Group operates;
•putting a greater focus on the environment, social and governance objectives of the Group and the Group’s medium term objectives;
•proactively investing significant time in improving the relationships and level of transparency with all stakeholders of the Group, internally and externally;
•maintaining a share scheme giving all eligible employees the ability to participate in the future success of the Group;
•focussing on the resilience of the Group;
•actively diversifying the focus of the business to increasingly create a balance portfolio of customers across the automotive, prototyping, giga casting, energy, defence, aerospace and marine markets worldwide; and
•the transition to managing iron casting production contracts for customers and the significant expansion of the Group’s giga casting capability that now enables the business to produce in the region of 16 prototype giga castings a week which is believed to be the one of the largest, if not the largest capability globally. This makes it suitable for Hypercars as well as defence applications.
This report was approved by the board and signed on its behalf.
Page 9
EVOLUTION CASTINGS GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The directors present their report and the financial statements for the year ended 30 September 2025.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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.
The loss for the year, after taxation, amounted to £12,458,545 (2024 - profit £331,937).
During the period the Group declared dividends of £Nil. Since the acquisition of the G&W business the Group has, and will continue to maintain, a policy of there being no dividends, preferring to reinvest its profits into the business and reduce the indebtedness of the business.
Accordingly, the loss before exceptional items and taxation amounted to £11,554,330 (15 month period ended 30 September 2024: profit of £3,723,189).
Accordingly, the loss before exceptional items and taxation amounted to £11,554,330 (15 month period ended 30 September 2024: profit of £3,723,189).
Page 10
EVOLUTION CASTINGS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The directors who served during the year were:
Following the comprehensive review by management in 2024 to consider the business and its market focus, the Board approved a change in strategy to enable the Group to capitalise on its reputation as a provider of complex aluminium sand casting engineering solutions and to advance a market diversification strategy alongside a productivity improvement initiative.
As set out in the last Directors’ report, Management had previously acknowledged the automotive sector challenges and uncertainty over the forthcoming years as consumers transition from internal combustion engines to other propulsion options such as electric and hydrogen. Like many automotive suppliers, despite anticipating the likely uncertainty the extent of the volatility in volumes was underestimated causing numerous challenges during the year.
As a result, the planned internal restructuring of the workforce was accelerated together with an exercise to simplify the shift patterns deployed in the Group alongside moving forward with the sector diversification strategy as set out above. Whilst the ongoing importance of the automotive sector is recognised, the Board equally believe that the Group will be stronger with a greater spread of activity derived from multiple sectors.
Consequently, the focus in 2025 and beyond will be to continue to serve the automotive sector whilst in parallel driving forward with the market diversification strategy with a particular emphasis on aerospace and defence.
The benefits of this strategy have already been seen by the Group as they, together with a renewed focus on putting in place long term agreements as part of a customer partnering initiative are expected to underpin the Group’s market leading position and provide further resilience to the business.
In addition, given the increasing growth of the Group’s activities in the United States of America, together with the increasing demand for its services in Europe the Directors will continue to proactively search for potential acquisition targets in the US to enable a physical manufacturing footprint to be established in the USA in addition to the existing facilities in the UK.
The Group will continue its policy of investment in research and development to retain its technology leading reputation in the market.
Page 11
EVOLUTION CASTINGS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Shareholders
The Group is controlled by the statutory directors of the Group with all main decisions being carried with a majority vote decision. The Board meets monthly and outside of Board Meetings maintain a very active dialogue on all aspects of the Group.
The Group is controlled by the statutory directors of the Group with all main decisions being carried with a majority vote decision. The Board meets monthly and outside of Board Meetings maintain a very active dialogue on all aspects of the Group.
Following the share reorganisation in December 2025 in anticipation of the Group’s refinancing to Close Brothers which is credit approved and will be completed in January 2026, the Board now comprises the CEO, CFO and Chairman. Both the CEO and CFO have one vote each and the Chairman has two votes. In the very unlikely event of a split decision by the Board, the Chairman holds the casting vote.
The Supervisory Board continues to prioritise the financial resilience of the Group, maintaining a safe, well invested, working environment, investing in the workforce, delivering outstanding results for our customers and serving the automotive, defence, aerospace and energy sectors to be best of its abilities.
Partners
The Group has continued to make a concerted effort to increase its investment in Partner training, development, well-being and inclusion within the business. The Group engages with Partners regularly and the senior management team adopt an “open door policy”. Views, ideas, suggestions and issues are encouraged to be raised by Partners at all levels in order that the business has try to be as good as it can be.
Customers
The close working relationship with the Group’s customers has been essential in effecting the turnaround of the business. During the reporting period the business adopted a position of much greater clarity and transparency with its key customers. The ethos within the business is to ensure that there is always absolute alignment with customers and to jointly celebrate successes and communicate early, and comprehensively, should issues arise.
Following the enhancement of the commercial team in 2024, the strategic objectives of that team are to participating in all relevant engineering solutions and prototyping projects of the nature being sought by the business in the sectors in which the Group chooses to operate and to continue to enter into Long Term Agreements (“LTA”) with customers to underpin the strategic partnering ethos that the Group has with many of its customers.
Suppliers
The Group has a broad range of suppliers, ranging from the provision of materials for design, development and production to suppliers of IT, software and facilities. We seek to work fairly with our suppliers which helps us reaffirm our reputation for upholding high ethical standards and assists with reducing the risk in our supply chain whilst benefiting from costs efficiencies. We also maintain our awareness of environment consequences when making sourcing decisions in line with the expectations laid out in our Group ESG strategy.
Community
The Group recognises that as a major employer in the local area, it should proactively contribute to the local community. This is in line with the ethos of the Directors, shareholders and is aligned with the Group’s ESG strategy. As well as the creation and maintenance of employment in the local area, the business actively sponsor local charitable events, the local foodbank and annually the Partners choose the Group’s nominated charity. In 2024 this was Balls to Cancer and in 2025 Severn Hospice was chosen.
Events are also held regularly to raise the awareness of STEM and engineering. The Director’s hope is that further efforts will be successful during 2026 as more is done to promote this important topic.
Page 12
EVOLUTION CASTINGS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Equal opportunities employer
The Group is an Equal Opportunity Employer. It will not unlawfully discriminate against any of the protected characteristics as identified by the Equality Act 10 of age, disability, gender reassignment, marriage and civil
partnership, pregnancy and maternity, race (including colour, nationality, and ethnic or national origin), region or belief, sex (gender) and sexual orientation.
partnership, pregnancy and maternity, race (including colour, nationality, and ethnic or national origin), region or belief, sex (gender) and sexual orientation.
Applications for employment by disabled persons are always fully considered, considering the aptitudes of the applicant concerned and the safety requirements of the role being applied for.
In the event of Partners becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate training and support is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other Partners.
Qualifying third party indemnity provisions
The Group maintained qualifying third-party indemnity insurance in respect of the directors and offers against any such liabilities referred to in Section 234 of the Companies Act 2006.
Page 13
EVOLUTION CASTINGS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
During the reporting period the Group has significantly invested in strengthening its ESG policies.
The Group also recognises the importance of all the 17 United Nations Sustainable Development Goals (“SDGs”). As a result of the Group wide materiality assessment undertaken in around September 2023 based on the Global Reporting Initiative (“GRI”) six of the SDGs were identified as those which could be most directly influenced. These were:
•SDG 3: Good Health and Wellbeing
•SDG 4: Quality Education
•SDG 5: Gender Equality
•SDG 7: Affordable and Clean Energy
•SDG 8: Decent Work and Economic Growth
•SDG 9: Industry, Innovation and Infrastructure.
Strategic targets for the Group have been set against these SDGs together with short- and medium-term objectives. These will be reported on annually in the future in the Group’s ESG report.
Energy and Greenhouse Gas ("GHG") emissions
In the reporting period the Group’s emissions were 117 tonnes per million £ of revenue.
Waste
The Group also monitors all its waste streams against their respective waste classification codes. WIR is the calculation of tonnes of waste produced per million £ of revenue. In the reporting period, 1,842 tonnes of waste sand was produced along with 1,277 tonnes of refining material, 134 tonnes of non-hazardous industrial, 117 tonnes of general waste, 53 tonnes of grade A wood, 16 tonnes of cardboard, 6 tonnes of plasterboard and less than 1 tonne of mixed recyclate and food waste. Recycle rates exceed 96%.
Environmental matters
The Directors can confirm that there were no environmental incidents of significance during the financial year and the Group continues to maintain a low risk scope on the Pollution, Prevention and Control (“PPC”) permit. The majority of our required testing frequency is biannual with the next test due to occur in 2026.
Page 14
EVOLUTION CASTINGS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Health and Safety
Health and safety continues to be a fundamental priority across the Group. This year we have enhanced training, continued to identify opportunities to minimise risks, improve machinery and champion safety awareness through our “STARS” programme. Key metrics include;
•Accident Frequency Rate (“AFR”): the measure of accident per 100,000 hours worked; and
•Accident Severity Rate (“ASR”): the measure of days lost per 100,000 hours worked.
Note that last year these metrics were reported against 10,000 hours worked. The results for the reporting period were as follows:
•The AFR rate was 1.87. (This is a 55% reduction on the previous period)
•The ASR was 26.68. (This is a 4% increase over the previous period)
The ASR in the prior period was 14.0. The poor ASR result year was caused by two serious accidents which occurred in 2024. Since those accidents equipment has been changed and extensive retraining undertaken. There have been no accidents of similar severity in the current period.
Page 15
EVOLUTION CASTINGS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Directors have undertaken an exercise to review the appropriateness of the continued use of the Going Concern basis that underpins the preparation of the financial statements. This review considers the likely performance of the Group, with reference to the forecasts for the period to 31 December 2026 and the three year plan.
The key assumptions in the cash flow forecasts considered by the Directors are as follows:
•volumes, which are based on historical levels, together with current and potential orders based on confirmed purchase orders, indicative volumes and discussions with customers;
•sales prices, which are estimates based on the latest contract negotiations with customers and prices quoted in prototyping requests for quotes (“RFQs”); and
•continued and sustained improvements to productivity in the Group.
The Group’s plan is to continue to strengthen the business and maintain a programme of continual improvement. The Directors are satisfied with the rate of progress.
The Directors have also considered and applied the “reasonably severe but plausible” downside sensitivity of delays in orders from its key customers. This view is reinforced with the additional funding drawn down under this structure which in part has supported the Group’s increased diversification into the energy, defence and aerospace sectors.
During the 2026 financial year the Group will move away from National Westminster Bank plc and UK Export Finance and have signed a refinancing agreement with Close Brothers providing an enhanced facility. Furthermore, the Customer Group continues to provide financial support and has provided a letter of comfort covering the period to 31 January 2027.
Taking into consideration the Group's three year forecast, new banking facilities and the Customer Group support, the Directors are comfortable this will provide the Group with greater flexibility in headroom to manage the development of the business and conclude that it is appropriate to continue to adopt the going concern principle in preparing the financial statements.
During the 2026 financial year, the Group will move away from National Westminster Bank plc and UK Export Finance and have signed a refinancing agreement with Close Brothers providing an enhanced facility. See note 31.
In connection with the refinancing and ongoing development of the Group, 5,749 shares have been transferred to the ECG Partner Share Scheme. See note 25.
Page 16
EVOLUTION CASTINGS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The auditors, WR Partners, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 17
EVOLUTION CASTINGS GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVOLUTION CASTINGS GROUP LIMITED
We have audited the financial statements of Evolution Castings Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 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 or 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.
Page 18
EVOLUTION CASTINGS GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVOLUTION CASTINGS GROUP LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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 Directors' report.
Page 19
EVOLUTION CASTINGS GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVOLUTION CASTINGS GROUP LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Regulation (GDPR).
We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.
Page 20
EVOLUTION CASTINGS GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVOLUTION CASTINGS GROUP LIMITED (CONTINUED)
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Belmont House
Shrewsbury Business Park
Shropshire
SY2 6LG
Date:
Page 21
EVOLUTION CASTINGS GROUP LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 22
EVOLUTION CASTINGS GROUP LIMITED
REGISTERED NUMBER: 14786291
CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2025
Page 23
EVOLUTION CASTINGS GROUP LIMITED
REGISTERED NUMBER: 14786291
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 32 to 57 form part of these financial statements.
Page 24
EVOLUTION CASTINGS GROUP LIMITED
REGISTERED NUMBER: 14786291
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 32 to 57 form part of these financial statements.
Page 25
EVOLUTION CASTINGS GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 26
EVOLUTION CASTINGS GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
Page 27
EVOLUTION CASTINGS GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 28
EVOLUTION CASTINGS GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Page 29
EVOLUTION CASTINGS GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 30
EVOLUTION CASTINGS GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 31
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Evolution Castings Group Limited is a private company, limited by shares, incorporated and domiciled in England and Wales with its registered office and principal place of business at Building 7 Stanmore Industrial Estate, Bridgnorth, Shropshire, England, WV15 5HP.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 07 April 2023.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 07 April 2023.
Evolution Castings Group Limited (the “Company”) was formed on 7 April 2023 for the specific purpose of becoming the holding entity for the Grainger and Worrall business (“G&W”) which comprises Grainger & Worrall Limited, Grainger and Worrall Machining Limited and Grainger & Worrall Incorporated. The reporting dates for Grainger & Worrall Limited, Grainger and Worrall Machining Limited and Grainger & Worrall Incorporated are 31 October 2025.
Page 32
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
The Directors have undertaken an exercise to review the appropriateness of the continued use of the Going Concern basis that underpins the preparation of the financial statements. This review considers the likely performance of the Group, with reference to the forecasts for the period to 31 December 2026 and the three year plan.
The Group’s plan is to continue to strengthen the business and maintain a programme of continual improvement. The Directors are satisfied with the rate of progress.
The Directors have also considered and applied the “reasonably severe but plausible” downside sensitivity of delays in orders from its key customers. This view is reinforced with the additional funding drawn down under this structure which in part has supported the Group’s increased diversification into the energy, defence and aerospace sectors.
During the 2026 financial year, the Group will move away from National Westminster Bank plc and UK Export Finance and have signed a refinancing agreement with Close Brothers providing an enhanced facility. Furthermore, the Customer Group continues to provide financial support and has provided a letter of comfort covering the period to 31 January 2027.
Taking into consideration the Group's three year forecast, new banking facilities and the Customer Group support, the Directors are comfortable this will provide the Group with greater flexibility in headroom to manage the development of the business and conclude that it is appropriate to continue to adopt the going concern principle in preparing the financial statements.
Page 33
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Page 34
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Page 35
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Page 36
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 37
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Page 38
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Page 39
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Page 40
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The whole of the turnover is attributable to the principal activity of the Group.
Analysis of turnover by country of destination:
Page 41
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 42
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 43
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 44
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 45
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
12.Taxation (continued)
There were no factors that may affect future tax charges.
Page 46
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Page 47
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
|||||||
|
|
Page 48
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
15.Tangible fixed assets (continued)
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Page 49
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 50
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 51
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
All loans are secured by fixed and floating charges over the assets of the Group. Obligations under finance lease and hire purchase contracts are secured upon the assets to which they relate.
Page 52
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 53
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
||
|
|
Page 54
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
During the following share issues were made:
170 Ordinary C shares at a nominal value of £0.01
40 Ordinary C shares were cancelled at a nominal value of £0.01 on the 23 June 2025.
Post year-end, and in connection with the refinancing and ongoing development of the Group, 5,749 Ordinary A shares have been transferred to the ECG Partner Share Scheme.
170 Ordinary C shares at a nominal value of £0.01
40 Ordinary C shares were cancelled at a nominal value of £0.01 on the 23 June 2025.
Post year-end, and in connection with the refinancing and ongoing development of the Group, 5,749 Ordinary A shares have been transferred to the ECG Partner Share Scheme.
Revaluation reserve
Capital redemption reserve
Profit and loss account
Page 55
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group of £505,479 (2024: £704,956) to the fund and amounted to. Contributions totalling £95,412 (2024: £89,233) were payable to the fund at the balance sheet date and are included in creditors.
Page 56
EVOLUTION CASTINGS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Refer to note 2.3 for going concern consideration.
There is no ultimate controlling party.
Page 57