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Registered number: 02204272 MGR FOAMTEX LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 31 December |  | 30 September
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 214,544 |  | 136,810
Current assets |  |  |  |  |
Stocks | 5 | 2,585,681 |  | 1,500,439 |
Debtors: amounts falling due within one year | 6 | 3,099,821 |  | 2,836,915 |
Cash at bank and in hand | 7 | 573,893 |  | 217,289 |
|  | 6,259,395 |  | 4,554,643 |
Creditors: amounts falling due within one year | 8 | (3,219,174) |  | (2,696,394) |
Net current assets |  |  | 3,040,221 |  | 1,858,249
Total assets less current liabilities |  |  | 3,254,765 |  | 1,995,059
Creditors: amounts falling due after more than one year |  |  | - |  | (116,666)
Provisions for liabilities |  |  |  |  |
Deferred tax | 10 | (29,135) |  | - |
Other provisions | 11 | (94,095) |  | (58,380) |
|  |  | (123,230) |  | (58,380)
Net assets |  |  | 3,131,535 |  | 1,820,013
Capital and reserves |  |  |  |  |
Called up share capital | 12 |  | 100 |  | 100
Profit and loss account |  |  | 3,131,435 |  | 1,819,913
|  |  | 3,131,535 |  | 1,820,013
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A D G Gabillon
Director
Date: 4 June 2026
MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
1. | General information
MGR Foamtex Limited is a private limited company incorporated and registered in England and Wales. The Company's registered office is DAX House, Wenman Road, Thame, Oxfordshire, OX9 3SE. The Company's principal activities are those of the design, manufacture and supply of aircraft seat upholstery systems and specialist interior products. These financial statements cover the 15 month period from 1 October 2024 to 31 December 2025. The comparative figures shown for the year ended 30 September 2024 represent a 12-month period. Consequently, the amounts presented in the financial statements are not directly comparable. The accounting period was extended to align the company with the group year end date. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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 requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The financial statements are rounded to the nearest pound Sterling, the functional and presentational currancy of the company. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Going concern
The Company's principal market is that of the airline industry. The Company has seen significantly improved turnover in the 15 month period ended 31 December 2025, and achieved an increased level of profits for the year. The Directors anticipate the business will continue to grow its revenues and profits over the foreseeable future. The Directors have prepared forecasts and projections using what they consider to be reasonable assumptions relating to the Company's financial performance, current financial position and existing financial resources for a period of at least 12 months from signing of the financial statements, which show the Company to be a going concern. These forecasts include assessments in relation to the Company’s outstanding loan facility and covenants contained therein as well as assessments in relation to its invoice discounting facility. The Company has received a letter of support from its parent, Adhefin SAS, indicating that financial support will be made available, if required, for at least 12 months from the date of the audit report for the period ended 31 December 2025, to enable the Company to meet its liabilities as they fall due and continue trading. Based on the above, the Directors are of the opinion that the going concern principle is applicable and that the Company has the necessary resources to continue as a going concern for the foreseeable future. Page 1
MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 2
MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Tangible fixed assets (continued)
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:
|  |  |  | L/Term Leasehold Property | - | evenly over the length of the lease to the first break clause
|  |  |  | Plant & machinery | - | 20%
|  |  |  | Motor vehicles | - | 25%
|  |  |  | Fixtures & fittings | - | 20%
|  |  |  | Computer equipment | - | 33.3%
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.
| 2.5 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.6 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.7 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.8 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 3
MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.10 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.11 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.12 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.13 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 4
MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.15 | Current and deferred taxation
The tax expense for the 15 month period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Employees
| The average monthly number of employees, including directors, during the period was 76 (2024 - 65).
Page 5
MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
4. | Tangible fixed assets
|  | L/Term Leasehold Property | Plant & machinery | Motor vehicles | Fixtures & fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 October 2024 | 150,088 | 512,828 | 105,399 | 343,167 | 472,648 | 1,584,130
| Additions | - | 89,355 | - | 17,847 | 42,586 | 149,788
| Disposals | - | - | (23,895) | (1,423) | - | (25,318)
| At 31 December 2025 | 150,088 | 602,183 | 81,504 | 359,591 | 515,234 | 1,708,600
| Depreciation |  |  |  |  |  |
| At 1 October 2024 | 150,088 | 481,787 | 31,925 | 331,202 | 452,318 | 1,447,320
| Charge for the period on owned assets | - | 19,462 | 22,410 | 7,200 | 22,982 | 72,054
| Disposals | - | - | (23,895) | (1,423) | - | (25,318)
| At 31 December 2025 | 150,088 | 501,249 | 30,440 | 336,979 | 475,300 | 1,494,056
| Net book value |  |  |  |  |  |
| At 31 December 2025 | - | 100,934 | 51,064 | 22,612 | 39,934 | 214,544
| At 30 September 2024 | - | 31,041 | 73,474 | 11,965 | 20,330 | 136,810
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MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
5. | Stocks
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 1,962,008 | 1,107,285
| Work in progress (goods to be sold) | 159,813 | 120,461
| Finished goods and goods for resale | 463,860 | 272,693
|  | 2,585,681 | 1,500,439
6. | Debtors
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,579,592 | 2,500,382
| Other debtors | 323,925 | 150
| Prepayments and accrued income | 196,304 | 223,120
| Deferred taxation | - | 113,263
|  | 3,099,821 | 2,836,915
7. | Cash and cash equivalents
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 573,893 | 217,289
| Less: bank overdrafts | - | (181,264)
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MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | - | 181,264
| Bank loan | 91,667 | 100,001
| Trade creditors | 1,439,827 | 917,562
| Amounts owed to group undertakings | 917,489 | 904,132
| Corporation tax | 87,475 | 427
| Other taxation and social security | 151,735 | 423,607
| Obligations under finance lease and hire purchase contracts | 51,261 | 62,991
| Other creditors | 200,130 | 47,960
| Accruals and deferred income | 279,590 | 58,450
|  | 3,219,174 | 2,696,394
| The debt factoring facility is secured by a fixed charge over the property of the Company and a floating charge over all the other property, assets and rights of the Company. The bank loan is secured over the assets of the Company, is interest bearing at a rate that is floating, never being lower than the margin of 2.94%, and is repayable by 20 December 2026. Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.
9. | Loans
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loan | 91,667 | 100,001
| Amounts falling due 1-2 years |  |
| Bank loan | - | 108,333
| Amounts falling due 2-5 years |  |
| Bank loan | - | 8,333
|  | 91,667 | 216,667
| The debt factoring facility is secured by a fixed charge over the property of the Company and a floating charge over all the other property, assets and rights of the Company. The bank loan is secured over the assets of the Company, is interest bearing at a rate that is floating, never being lower than the margin of 2.94%, and is repayable by 20 December 2026.
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MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
10. | Deferred taxation
|  | 31 December 2025 | 30 September 2024
|  | £ | £
| At beginning of year | 113,263 | (2,621)
| Charged to profit or loss | (142,398) | 115,884
| At end of year | (29,135) | 113,263
| The deferred taxation balance is made up as follows:
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fixed asset timing differences | (29,135) | (9,134)
| Losses and other deductions | - | 122,397
|  | (29,135) | 113,263
11. | Provisions
|  | Dilapidation provision
|  | £
| At 1 October 2024 | 58,380
| Charged to profit or loss | 35,715
| At 31 December 2025 | 94,095
| The dilapidation provision represents the expected cost to be incurred to return the leased premises to their original condition. The Directors expect to incur these costs when the lease terminates which will be in 2026.
Page 9
MGR FOAMTEX LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
12. | Share capital
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2024 - 100) Ordinary shares of £1.00 each | 100 | 100
| Ordinary shares carry full voting rights and rights to dividends and capital distributions.
13. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £161,630 (2024: £104,537). Contributions totalling £24,637 (2024: £17,786) were payable to the fund at the balance sheet date.
14. | Related party transactions
| As a wholly owned subsidiary of Adagia Capital Europe GP SAS, the Company is exempt from disclosing transactions with other members of the group headed by Adagia Capital Europe GP SAS in accordance with FRS 102 paragraph 33.1A.
15. | Post balance sheet events
On 13 May 2026, the company entered into a new lease for operational premises. The lease represents a significant future commitment, with annual lease payments of £392k over a term of 10 years. This is a non-adjusting post balance sheet event. There are no other material post-balance sheet events to disclose.
16. | Controlling party
The immediate parent company is MGR Holdings Limited, a company incorporated in the United Kingdom. A copy of the financial statements for MGR Holdings Limited is available from DAX House, Wenman Road, Thame, Oxfordshire, OX9 3SE. The Directors regard MGR Holdings Limited as the smallest group and Adagia Capital Europe GP SAS, a company registered in France, as the largest group within which the subsidiary belongs and for which group accounts are prepared. Adagia Capital Europe GP SAS's registered office is 20 Rue Quentin Bauchart 75008, Paris, France.
17. | Auditor's information
The auditor's report on the financial statements for the 15 month period ended 31 December 2025 was unqualified. The audit report was signed on 4 June 2026 by Sue Staunton MA FCA CF (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.
Page 10