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Registered number: 12810714









PIL MEMBRANES HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

 
PIL MEMBRANES HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
P Bamber 
G Davies 
J Faissat 
M Hamilton 
M Littlewood 
S Youngs 




Registered number
12810714



Registered office
Riverside Industrial Estate
Estuary Road

King's Lynn

Norfolk

PE30 2HS




Independent auditors
Price Bailey LLP
Chartered Accountants & Statutory Auditors

Anglia House, 6 Central Avenue

St Andrews Business Park

Thorpe St Andrew

Norwich

Norfolk

NR7 0HR




Bankers
HSBC Bank Plc
18 London Street

Norwich

NR2 1LG





 
PIL MEMBRANES HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Balance Sheet
 
10
Company Balance Sheet
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Consolidated Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 35


 
PIL MEMBRANES HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025

Business review
 
The principal activity of the Group is the development, manufacture, and sale of breathable membranes to the apparel, footwear and technical fabrics markets.

The Group's results for the period are promising, progress has been made in existing and new market areas and the Group continues to expand its range of membranes to the textile industry.

Financial key performance indicators
 
         2025          2024
                       
£         £
Turnover        19,206,232         20,660,875
Operating profit         1,308,734  2,493,351
Net assets          4,716,990  5,077,726

          
No.    No. 
Average employees       130   134

Turnover decreased over the year due to lower volumes sold and worse product mix. Operating profit reduced further by increased energy and labour costs and overall efficiency of the Group’s operations. Average employee numbers reduced by four over the year.

Analysis of development and performance during the year

The Group made good progress on new product developments in the year in line with its strategy.

Efforts were made during the year to improve operational performance and negate increased costs of energy and labour.

Looking ahead to 2026 the Group considers itself in a strong position to take advantage of opportunities in existing and new markets.

Principal risks and uncertainties
 
The principal risks and uncertainties for the Group are explained below:

Personnel risks

The Group is at risk in the attraction and retention of key staff. To mitigate this we train and develop key staff and look to recruit and retain staff by aligning personal objectives with the Group's key strategic objectives.

Health & Safety risks

Prevention of injury to employees and other stakeholders including suppliers and customers; this is mitigated by clear policies and procedures which we have put in place detailing the controls required to manage health and safety and product safety risks across the business and compliance with all applicable regulations.

Page 1

 
PIL MEMBRANES HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025

Increased competition
 
The Group is at risk from increased competition in its markets, to mitigate this it continues to develop new technologies and maintains its high level of customer service globally.

Financial risk management objectives and policies
 
The directors have assessed the main risks facing the Group to be the instability of the worldwide economic environment, together with exchange rate volatility and the political situation some of our export markets. However the extremely diverse markets and extensive geographical coverage ensure that any adverse impact related to these risks is minimised.

Credit risk
 
The Group's principal financial assets are cash and trade debtors. The principal credit risk arises therefore from its trade debtors. Risks associated with cash are limited as the Group uses reputable banks.

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.


This report was approved by the board on 24 March 2026 and signed on its behalf.



J Faissat
Director

Page 2

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025

The directors present their report and the financial statements for the year ended 30 November 2025.

Directors' responsibilities statement

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.
 
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Group's financial statements and then apply them consistently;

make judgments 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 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 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,032,260 (2024 - £2,061,136).

There were £Nil dividends paid in 2025 (2024 - £Nil)

Directors

The directors who served during the year were:

P Bamber 
G Davies 
J Faissat 
M Hamilton 
M Littlewood 
S Youngs 

Future developments

Uncertainties remain in both the UK and overseas economies. The directors are confident that the Group is in a strong position to take advantage of growth opportunities as they arise. 

Employee ownership trust

During the year contributions totalling £1,401,609 (2024 - £1,804,800) were made to the PIL Membranes Employee Ownership Trust.

Page 3

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsPrice Bailey LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 24 March 2026 and signed on its behalf.
 





J Faissat
Director

Page 4

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIL MEMBRANES HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of PIL Membranes Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 November 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 policiesThe 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's affairs as at 30 November 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 United Kingdom, including the Financial Reporting Council'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 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 5

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIL MEMBRANES HOLDINGS LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion 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 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.


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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIL MEMBRANES HOLDINGS LIMITED (CONTINUED)


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 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:
• We reviewed a sample of manual postings into the financial statements and obtained an understanding of their rationale;

• We carried out a critical review of accounting estimates to identify any indications of management bias;

• We obtained confirmation directly from the Group's bank, to confirm the accounts and balances held in their name at the balance sheet date;

• We undertook testing to confirm the existence of a sample of employees to ensure that no ficticious employees are paid, and checked that said employees were being paid in accordance with their contracts of employment;

• We reviewed a randomly selected payroll run to identify any duplicated employee names or bank details.

The procedures performed in order to identify non-compliance are as follows:

• We held discussions with those charged with governance to enquire whether they were aware of any instances of non-compliance;

• We reviewed legal expenses to indentify any instances of non-compliance with laws and regulations;

• We reviewed the accident log and gained an understanding of the Health & Safety procedures in place at the manufacturing sites;

• We reviewed correspondence with key regulators to understand if any instances of non-compliance with those
regulations had occurred in the period.
 
We performed the procedures set out above after gaining an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates, and after considering the risk of acts by the Group contrary to applicable laws and regulations including fraud. We obtained this understanding from our general commercial and sector experience, though discussion with the Directors (as required by the auditing standards), including discussion around the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.




 
Page 7

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIL MEMBRANES HOLDINGS LIMITED (CONTINUED)


The Group is also subject to many other laws and regulations where the consequences of non compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: the General Data Protection Regulation, competition law, employment law and certain aspects of company legislation recognising the regulated nature of part of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any.

Following detailed team briefings, the Responsible Individual has assessed that the audit engagement team collectively has the appropriate competence and capability to identify or recognise non-compliance with applicable laws and regulation. Nonetheless, 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.


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 2006Our 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.





Aaron Widdows ACA FCCA (Senior Statutory Auditor)
  
for and on behalf of
Price Bailey LLP
 
Chartered Accountants
Statutory Auditors
  
Anglia House, 6 Central Avenue
St Andrews Business Park
Thorpe St Andrew
Norwich
Norfolk
NR7 0HR

25 March 2026
Page 8

 
PIL MEMBRANES HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
19,206,232
20,660,875

Cost of sales
  
(15,707,888)
(15,582,980)

Gross profit
  
3,498,344
5,077,895

Administrative expenses
  
(2,322,241)
(2,592,455)

Other operating income
  
132,631
7,911

Operating profit
 5 
1,308,734
2,493,351

Interest payable and similar expenses
  
(647)
(647)

Profit before taxation
  
1,308,087
2,492,704

Tax on profit
 9 
(275,827)
(431,568)

Profit for the financial year
  
1,032,260
2,061,136

  

Foreign exchange translation movement
  
(8,056)
(40,524)

Other comprehensive income for the year
  
(8,056)
(40,524)

Total comprehensive income for the year
  
1,024,204
2,020,612

Profit for the year attributable to:
  

Owners of the parent Company
  
1,032,260
2,061,136

  
1,032,260
2,061,136

The notes on pages 16 to 35 form part of these financial statements.

Page 9

 
PIL MEMBRANES HOLDINGS LIMITED
REGISTERED NUMBER: 12810714

CONSOLIDATED BALANCE SHEET
AS AT 30 NOVEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 10 
(178,749)
(243,348)

Tangible assets
 11 
798,997
750,088

Investments
 12 
54
54

  
620,302
506,794

Current assets
  

Stocks
 13 
3,307,610
3,114,908

Debtors: amounts falling due within one year
 14 
2,306,612
2,198,568

Cash at bank and in hand
  
1,595,396
2,426,189

  
7,209,618
7,739,665

Creditors: amounts falling due within one year
 15 
(2,946,253)
(3,013,408)

Net current assets
  
 
 
4,263,365
 
 
4,726,257

Total assets less current liabilities
  
4,883,667
5,233,051

Provisions for liabilities
  

Deferred taxation
 17 
(166,677)
(156,325)

Net assets
  
4,716,990
5,076,726


Capital and reserves
  

Called up share capital 
 18 
14
14

Foreign exchange reserve
 19 
(61,064)
(53,008)

Share based payment reserve
 19 
82,456
64,787

Profit and loss account
 19 
4,695,584
5,064,933

  
4,716,990
5,076,726


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 March 2026.




J Faissat
Director

The notes on pages 16 to 35 form part of these financial statements.

Page 10

 
PIL MEMBRANES HOLDINGS LIMITED
REGISTERED NUMBER: 12810714

COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 12 
82,606
64,937

Current assets
  

Debtors: amounts falling due within one year
 14 
14
14

  
14
14

Creditors: amounts falling due within one year
 15 
(150)
(150)

Net current liabilities
  
 
 
(136)
 
 
(136)

Total assets less current liabilities
  
82,470
64,801

  

  

Net assets
  
82,470
64,801


Capital and reserves
  

Called up share capital 
 18 
14
14

Share based payment reserve
 19 
82,456
64,787

Profit for the year
  
-
-

  
82,470
64,801


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 March 2026.


J Faissat
Director

The notes on pages 16 to 35 form part of these financial statements.

Page 11

 
PIL MEMBRANES HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025


Called up share capital
Foreign exchange reserve
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 30 November 2023
14
(12,484)
47,118
4,721,478
4,756,126


Comprehensive income for the year

Profit for the year
-
-
-
2,061,136
2,061,136

Foreign exchange movement
-
(40,524)
-
-
(40,524)

Reserves from Hong Kong
-
-
-
87,119
87,119
Total comprehensive income for the year
-
(40,524)
-
2,148,255
2,107,731


Contributions by and distributions to owners

Capital contribution to Employee Ownership Trust
-
-
-
(1,804,800)
(1,804,800)

Share option movement
-
-
17,669
-
17,669


Total transactions with owners
-
-
17,669
(1,804,800)
(1,787,131)



At 1 December 2024
14
(53,008)
64,787
5,064,933
5,076,726


Comprehensive income for the year

Profit for the year
-
-
-
1,032,260
1,032,260

Foreign exchange movement
-
(8,056)
-
-
(8,056)
Total comprehensive income for the year
-
(8,056)
-
1,032,260
1,024,204


Contributions by and distributions to owners

Capital contribution to Employee Ownership Trust
-
-
-
(1,401,609)
(1,401,609)

Share option movement
-
-
17,669
-
17,669


Total transactions with owners
-
-
17,669
(1,401,609)
(1,383,940)


At 30 November 2025
14
(61,064)
82,456
4,695,584
4,716,990


The notes on pages 16 to 35 form part of these financial statements.

Page 12

 
PIL MEMBRANES HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025


Called up share capital
Share based payment reserve
Total equity

£
£
£


At 30 November 2023
14
47,118
47,132


Contributions by and distributions to owners

Share option movement
-
17,669
17,669



At 1 December 2024
14
64,787
64,801


Contributions by and distributions to owners

Share option movement
-
17,669
17,669


At 30 November 2025
14
82,456
82,470


The notes on pages 16 to 35 form part of these financial statements.

Page 13

 
PIL MEMBRANES HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
1,032,260
2,061,136

Adjustments for:

Amortisation of intangible assets
(64,599)
(80,836)

Depreciation of tangible assets
125,622
127,747

Loss on disposal of tangible assets
-
31,029

Interest paid
647
647

Taxation charge
275,827
431,568

(Increase)/decrease in stocks
(192,702)
227,161

(Increase) in debtors
(108,044)
(197,841)

(Decrease) in creditors
(9,392)
(672,008)

Corporation tax (paid)
(323,238)
(215,571)

Foreign exchange
(8,056)
(40,524)

Share option movement
17,669
17,669

KLTHK recognition
-
87,119

Net cash generated from operating activities

745,994
1,777,296


Cash flows from investing activities

Purchase of tangible fixed assets
(174,531)
(83,664)

Net cash from investing activities

(174,531)
(83,664)

Cash flows from financing activities

Interest paid
(647)
(647)

Capital contribution to Employee Ownership Trust
(1,401,609)
(1,804,800)

Net cash used in financing activities
(1,402,256)
(1,805,447)

Net (decrease) in cash and cash equivalents
(830,793)
(111,815)

Cash and cash equivalents at beginning of year
2,426,189
2,538,004

Cash and cash equivalents at the end of year
1,595,396
2,426,189


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,595,396
2,426,189


The notes on pages 16 to 35 form part of these financial statements.

Page 14

 
PIL MEMBRANES HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 NOVEMBER 2025




At 1 December 2024
Cash flows
At 30 November 2025
£

£

£

Cash at bank and in hand

2,426,189

(830,793)

1,595,396

Debt due within 1 year

-

-

-


2,426,189
(830,793)
1,595,396

The notes on pages 16 to 35 form part of these financial statements.

Page 15

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

1.


General information

PIL Membranes Holdings Limited is a private company limited by shares incorporated in the United Kingdom. The registered office is Riverside Industrial Estate, Estuary Road, King's Lynn, Norfolk, PE30 2HS. The nature of the Group's operations and its principal activities are set out in the Strategic Report.

The financial statements are rounded to the nearest £.

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 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:

 
2.2

Basis of consolidation

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.

Page 16

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

 
2.3

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. This is considered to be on despatch of goods. 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 Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group 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.

Page 17

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

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.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 18

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

 
2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.10

Current and deferred taxation

The tax expense for the year 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 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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


Page 19

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

 
2.11

Intangible assets

Negative goodwill represents the surplus of the fair value of net assets acquired over the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, negative goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.

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.

 
2.12

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.

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:

Plant and machinery
-
5 - 20 years
Office equipment
-
3 years

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

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.

 
2.15

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.

Page 20

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

 
2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

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.

 
2.18

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.

 
2.19

Financial instruments

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.

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.
Page 21

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)


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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these judgments and estimates have been made are addressed below. 

Useful economic life of property, plant and equipment

The annual depreciation charge for property, plant and equipment is sensitive to change in the estimated useful economic lives and residual values of the assets. The economic lives and residual values are reassessed annually and, where necessary, amended to reflect current conditions.

Stock provisioning

The Group manufactures and sells product subject to the demands of the market in which it operates. As a result, it is necessary to consider the recoverability of cost of stock and the associated provisioning required. The Group considers the condition and age of the stock using assumptions over the sale of finished goods and usage of raw materials in estimating the provision required.

Impairment of debtors

The Group makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors the directors consider factors including age, independent credit rating and historical experience.

Page 22

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

4.


Turnover

The whole of the turnover is attributable to the principal activity set out in the Strategic Report.

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
173,349
142,153

Rest of Europe
7,997,530
9,483,451

Rest of the world
11,035,353
11,035,271

19,206,232
20,660,875



5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Depreciation of tangible fixed assets
125,622
127,747

Amortisation of negative goodwill
(64,599)
(80,836)

Research & development
61,787
26,111

Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
28,750
27,400

Exchange differences
(62,217)
(43,811)

Other operating lease rentals
375,142
437,622

Defined contribution pension cost
472,577
466,397

Page 23

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

6.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
5,254,065
5,341,076

Social security costs
613,177
512,270

Cost of defined contribution scheme
476,072
469,892

6,343,314
6,323,238


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Production staff
71
67



Technical and administrative staff
59
67

130
134

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

7.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
678,597
711,401

Group contributions to defined contribution pension schemes
84,546
77,370

763,143
788,771


During the year retirement benefits were accruing to 5 directors (2024 - 5) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £277,147 (2024 - £298,202).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £23,883 (2024 - £20,462).

The total number of directors who exercised share options during the year was Nil (2024 - Nil).

Page 24

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

8.


Share based payments

During the year ended 30 November 2025, the group had the following share based payment agreement as follows:

Type of arrangement: PIL Membranes EMI Option Plan 
Date of initial grant: 23 March 2021 with vesting period of 6 years
Number of option shares granted: 90,611
Number of employees: 5

The estimated fair value of each share option granted is £1.17. This was calculated by applying a Black-Scholes option pricing model. The model inputs were the share price at the grant date of £1.80, expected volatility of 75%, maturity of 6 years and a risk free interest rate of 0.81%.

The 90,611 options outstanding at 30 November 2025 have an exercise price of £1.80 and a remaining contractual life of 3 years 4 months.

The amount of employee remuneration expense in respect of the share options granted amounts to £17,669 (2024 - £17,669).


9.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
267,169
462,223

Foreign tax


Foreign tax on income for the year
(1,694)
1,670

Total current tax
265,475
463,893

Deferred tax


Origination and reversal of timing differences
10,352
(32,325)

Total deferred tax
10,352
(32,325)


Taxation on profit on ordinary activities
275,827
431,568
Page 25

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
1,308,087
2,492,704


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
327,022
623,176

Effects of:


Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
(46,825)
(65,285)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
8,100
(53,219)

Other differences leading to an increase (decrease) in the tax charge
(12,470)
(73,104)

Total tax charge for the year
275,827
431,568


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

10.


Intangible assets

Group





Negative goodwill

£



Cost


At 1 December 2024
(8,820,381)



At 30 November 2025

(8,820,381)



Amortisation


At 1 December 2024
(8,577,033)


Charge for the year on owned assets
(64,599)



At 30 November 2025

(8,641,632)



Net book value



At 30 November 2025
(178,749)



At 30 November 2024
(243,348)



Page 27

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

11.


Tangible fixed assets

Group






Plant and machinery
Office equipment
Total

£
£
£



Cost


At 1 December 2024
2,750,263
40,713
2,790,976


Additions
174,531
-
174,531



At 30 November 2025

2,924,794
40,713
2,965,507



Depreciation


At 1 December 2024
2,016,792
24,096
2,040,888


Charge for the year on owned assets
120,179
5,443
125,622



At 30 November 2025

2,136,971
29,539
2,166,510



Net book value



At 30 November 2025
787,823
11,174
798,997



At 30 November 2024
733,471
16,617
750,088

Page 28

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

12.


Fixed asset investments

Group





Investments in subsidiary companies

£



Cost or valuation


At 1 December 2024
54



At 30 November 2025
54




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 December 2024
64,937


Additions
17,669



At 30 November 2025
82,606





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

PIL Membranes Limited
Riverside Industrial Estate, Estuary Road, King's Lynn, Norfolk, PE30 2HS
Ordinary
100%

Page 29

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
Direct subsidiary undertaking (continued)

The aggregate of the share capital and reserves as at 30 November 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit

PIL Membranes Limited
4,348,329
960,781


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

KL Technologies (US) Inc
100 Coxe Avenue, Asheville, North Carolina, United States of America
Ordinary
100%
KL Technologies (Shanghai) International Trading Co Limited
Room 674, 6/F, No 88 Tai Gu Road, Shanghai Free Trade Zone, China
Ordinary
100%
KL Technologies (Hong Kong) Limited
16th Floor, Shing Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong
Ordinary
100%

The aggregate of the share capital and reserves as at 30 November 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

KL Technologies (US) Inc
203,182
-

KL Technologies (Shanghai) International Trading Co Limited
515,831
10,332

KL Technologies (Hong Kong) Limited
103,939
9,219

Page 30

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

13.


Stocks

Group
Group
2025
2024
£
£

Raw materials
1,615,594
482,337

Work in progress
1,080,780
1,077,169

Finished goods
611,236
1,555,402

3,307,610
3,114,908


The carrying value of stocks are stated net of impairment losses totalling £570,042 (2024 - £682,099).

The replacement value of stock is not materially different to carrying value.


14.


Debtors



Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
1,872,629
1,999,100
-
-

Other debtors
316,070
163,975
14
14

Prepayments and accrued income
117,913
35,493
-
-

2,306,612
2,198,568
14
14



15.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Trade creditors
1,397,545
1,170,890
-
-

Amounts owed to group undertakings
208,326
208,326
-
-

Corporation tax
198,457
254,526
-
-

Other taxation and social security
134,138
123,361
-
-

Other creditors
262,082
194,488
150
150

Accruals and deferred income
745,705
1,061,817
-
-

2,946,253
3,013,408
150
150


Other securities:
Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 13 May 2011.

Page 31

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

16.


Financial instruments

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Financial assets

Financial assets measured at amortised cost
7,174,077
7,578,860
14
14


Financial liabilities

Financial liabilities measured at amortised cost
(2,613,658)
(2,637,207)
(150)
(150)


Financial assets measured at amortised cost comprise cash, stock, trade debtors and other debtors.


Financial liabilities measured at amortised cost comprise trade creditors, amounts owed by group undertakings, other creditors and accruals.

In the prior year the Group had outstanding forward currency contracts which matured within 12 months of the year end. The Group was committed to selling $1,000,000) at rates between 1.26947-1.27028. There are no such contracts in place as at 30 November 2025.

Page 32

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

17.


Deferred taxation


Group



2025


£






At beginning of year
(156,325)


Credited to profit or loss
(10,352)



At end of year
(166,677)

Company


2025






At end of year
-
Group
Group
2025
2024
£
£

Accelerated capital allowances
192,539
182,187

Short-term timing differences
(25,862)
(25,862)

166,677
156,325


18.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



105,000 (2024 - 105,000) Ordinary shares of £0.000133 each
14
14

Ordinary shares have full voting rights, full dividend rights, full distributions rights and no redemption options or conditions.


Page 33

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

19.


Reserves

Foreign exchange reserve

Foreign exchange reserve represents gains/losses arising on retranslating the net assets of overseas operations into pound sterling.

Share based payment reserve

Movement of the equity-based share options.

Profit and loss account

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.


20.


Contingent liabilities

The Group has provided a charge over its assets as security in favour of the previous shareholders.


21.


Pension commitments

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 to the fund and amounted to £476,072 (2024 - £469,892). Contributions totalling £41,717 (2024 - £41,878) were payable to the fund at the Balance Sheet date.


22.


Commitments under operating leases

At 30 November 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
432,992
376,996

Later than 1 year and not later than 5 years
1,548,118
60,625

1,981,110
437,621
Page 34

 
PIL MEMBRANES HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025

23.


Related party transactions

During the year, sales of £2,820 (2024: £7,103) and purchases of £346,876 (2024: £470,540) were made to/from a company related by virtue of common key management personnel. At the year-end, £6,218 wasdue from the related company.

During the year, sales of £119,427 (2024: £36,392) and purchases of £458,209 (2024: £27,312) were made to/from a company related by virtue of common key management personnel. At the year-end, £301,102 was due to the related company.

During the year, sales of £nil and purchases of £624,463 (2024: £495,181) were made to/from a company related by virtue of common key management personnel. At the year-end, £3,000 (2024: £45,403) was due from the related company.

During the year, sales of £14,983 (2024: £23,980) and purchases of £220,539 (2024: £nil) were made to/from a company related by virtue of common key management personnel. At the year-end, £24,693 (2024: £9,608) was due to the related company.

During the year, sales of £270,351 (2024: £231,070) and purchases of £nil (2024: £nil) were made to/from a company related by virtue of common key management personnel. At the year-end, £4,901 (2024: £66,473) was due from the related company.

During the year, sales of £nil (2024: £nil) and purchases of £8,199 (2024: £8,226) were made to/from a company related by virtue of being controlled by the close family of a member of the parent company's KMP. At the year-end, £789 (2024: £820) was due to the related company.

All amounts due to or from related companies are interest free and unsecured.


24.


Controlling party

The immediate parent Company and ultimate controlling party is PIL Membranes EOT Limited.

Page 35