REGISTERED NUMBER: 07835801 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

K J RYAN HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

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 Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

K J Ryan

G Maiolo

E Riccobon

REGISTERED OFFICE:

One Eastwood

Harry Weston Road

Binley Business Park

Coventry

CV3 2UB

REGISTERED NUMBER:

07835801 (England and Wales)

AUDITORS:

Dafferns Audit Limited

Chartered Accountants

Statutory Auditor

One Eastwood

Harry Weston Road

Binley Business Park

Coventry

CV3 2UB

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

The process of integrating K J Ryan into the logic and production philosophy of Poltrona Frau In Motion continues with determination and according to plan. A significant number of resources with excellent skills in the automotive sector, both at the blue-collar and white-collar levels, have been successfully hired and are completing their integration with the group's functions.

The installation of a new production line for interior car components for a prestigious SUV model from a well-known English car-manufacturer has been successfully completed, and the start of production and related ramp-up are underway in early 2026.

In the third and fourth quarters of 2025, a significant production downtime was recorded due to the cyber- attack suffered by a key customer, which inevitably caused a drop in turnover that impacted the group's income statement. The actions taken to minimize the damage caused by this production downtime were immediate and effective, resulting in a reasonable containment of the EBIT loss.

New British clients have expressed interest in pursuing business opportunities with K J Ryan / PFIM, and relationships and visits have intensified significantly over the past year.

Overall, despite the geopolitical and macroeconomic challenges of the final months of 2025 and the first months of 2026, the luxury automotive market is showing signs of growth.

The business development strategy in the UK has therefore been confirmed, and an existing production site (Grovelands) has been renovated and a new one (Exhall) has been leased to increase production capacity and install new product lines.

KEY PERFORMANCE INDICATORS

We consider that our key financial performance indicators are those that communicate the financial performance of the group as a whole, these being turnover, gross margin and return on capital employed.

2025

2024

£'000

£'000

Turnover

13,380

11,228

Gross profit margin %

13.6%

14.6%

Profit / (Loss) before tax

(673)

297

Both gross profit margin and pre-tax losses have remained within acceptable levels. Turnover has risen but this is due to the full year versus a 9 month period. The losses in the year have been explained within the review of business.

Return on capital employed has decreased to (15.9)% (2024: 13.0%).

ON BEHALF OF THE BOARD:

G Maiolo - Director

23 July 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of The principal activity of the Group during the year was the manufacture and sale of automotive soft trim components through its subsidiary K J Ryan Ltd.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

FUTURE DEVELOPMENTS

Future developments have been detailed in the strategic report in accordance with s414C(11) CA 2006.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

K J Ryan

G Maiolo

E Riccobon

GOING CONCERN

The directors have considered the working capital requirements of the group and believe that the resources available to them are sufficient and appropriate for the continuing trading needs of the group. As a result of this assessment, the going concern assumption continues to be adopted in the preparation of these financial statements.

CHANGE IN ACCOUNTING PERIOD

The previous financial period was for 9 months up to 31 December 2024. The current period results are for 12months for the period up to December 2025, therefore results will not be directly comparable.

The financial year end was changed to move in line with the new ultimate parent company's year end.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

G Maiolo - Director

23 July 2026

Opinion

We have audited the financial statements of K J Ryan Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

-

Enquiry of management around actual and potential litigation and claims;

-

Enquiry of entity staff in compliance functions to identify any instances of non-compliance with laws and regulations;

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations

-

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

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 Report of the Auditors.

Use of our report

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

David Halkett FCCA (Senior Statutory Auditor)

for and on behalf of Dafferns Audit Limited

Chartered Accountants

Statutory Auditor

One Eastwood

Harry Weston Road

Binley Business Park

Coventry

CV3 2UB

23 July 2026

TURNOVER

4

13,379,630

11,228,335

Cost of sales

11,560,571

9,594,546

GROSS PROFIT

1,819,059

1,633,789

Administrative expenses

2,489,637

1,327,996

OPERATING (LOSS)/PROFIT

6

(670,578

)

305,793

Interest receivable and similar income

5,670

645

(664,908

)

306,438

Interest payable and similar expenses

8

7,959

9,624

(LOSS)/PROFIT BEFORE TAXATION

(672,867

)

296,814

Tax on (loss)/profit

9

(159,034

)

74,896

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(513,833

)

221,918

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(513,833

)

221,918

(Loss)/profit attributable to:

Owners of the parent

(513,833

)

221,918

Total comprehensive income attributable to:

Owners of the parent

(513,833

)

221,918

FIXED ASSETS

Tangible assets

11

687,781

387,021

Investments

12

-

-

687,781

387,021

CURRENT ASSETS

Stocks

13

724,181

520,103

Debtors

14

4,889,154

3,207,947

Cash at bank and in hand

573,695

2,538,913

6,187,030

6,266,963

CREDITORS

Amounts falling due within one year

15

2,654,229

1,823,335

NET CURRENT ASSETS

3,532,801

4,443,628

TOTAL ASSETS LESS CURRENT LIABILITIES

4,220,582

4,830,649

CREDITORS

Amounts falling due after more than one year

16

-

(9,734

)

PROVISIONS FOR LIABILITIES

19

-

(86,500

)

NET ASSETS

4,220,582

4,734,415

CAPITAL AND RESERVES

Called up share capital

20

20,000

20,000

Retained earnings

21

4,200,582

4,714,415

SHAREHOLDERS' FUNDS

4,220,582

4,734,415

The financial statements were approved by the Board of Directors and authorised for issue on 23 July 2026 and were signed on its behalf by:

G Maiolo - Director

FIXED ASSETS

Tangible assets

11

-

-

Investments

12

20,000

20,000

20,000

20,000

CURRENT ASSETS

Debtors

14

2,415,216

1,130,216

Cash at bank

50,081

1,335,081

2,465,297

2,465,297

NET CURRENT ASSETS

2,465,297

2,465,297

TOTAL ASSETS LESS CURRENT LIABILITIES

2,485,297

2,485,297

CAPITAL AND RESERVES

Called up share capital

20

20,000

20,000

Retained earnings

21

2,465,297

2,465,297

SHAREHOLDERS' FUNDS

2,485,297

2,485,297

Company's loss for the financial year

-

(30

)

The financial statements were approved by the Board of Directors and authorised for issue on 23 July 2026 and were signed on its behalf by:

G Maiolo - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2024

20,000

4,492,497

4,512,497

Changes in equity

Total comprehensive income

-

221,918

221,918

Balance at 31 December 2024

20,000

4,714,415

4,734,415

Changes in equity

Total comprehensive income

-

(513,833

)

(513,833

)

Balance at 31 December 2025

20,000

4,200,582

4,220,582

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2024

20,000

2,465,327

2,485,327

Changes in equity

Total comprehensive income

-

(30

)

(30

)

Balance at 31 December 2024

20,000

2,465,297

2,485,297

Changes in equity

Balance at 31 December 2025

20,000

2,465,297

2,485,297

Cash flows from operating activities

Cash generated from operations

1

(1,506,809

)

2,279,778

Interest element of hire purchase payments paid

(7,959

)

(9,624

)

Tax paid

6,693

(477,436

)

Net cash from operating activities

(1,508,075

)

1,792,718

Cash flows from investing activities

Purchase of tangible fixed assets

(412,962

)

(30,257

)

Interest received

5,670

645

Net cash from investing activities

(407,292

)

(29,612

)

Cash flows from financing activities

Capital repayments in year

(49,851

)

(48,805

)

Amount introduced by directors

-

16,562

Net cash from financing activities

(49,851

)

(32,243

)

(Decrease)/increase in cash and cash equivalents

(1,965,218

)

1,730,863

Cash and cash equivalents at beginning of year

2

2,538,913

808,050

Cash and cash equivalents at end of year

2

573,695

2,538,913

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.4.24

Year Ended

to

31.12.25

31.12.24

£

£

(Loss)/profit before taxation

(672,867

)

296,814

Depreciation charges

112,202

64,257

Finance costs

7,959

9,624

Finance income

(5,670

)

(645

)

(558,376

)

370,050

Increase in stocks

(204,078

)

(28,610

)

(Increase)/decrease in trade and other debtors

(1,456,366

)

2,564,071

Increase/(decrease) in trade and other creditors

712,011

(625,733

)

Cash generated from operations

(1,506,809

)

2,279,778

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

573,695

2,538,913

Period ended 31 December 2024

31.12.24

1.4.24

£

£

Cash and cash equivalents

2,538,913

808,050

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

2,538,913

(1,965,218

)

573,695

2,538,913

(1,965,218

)

573,695

Debt

Finance leases

(62,260

)

49,851

(12,409

)

(62,260

)

49,851

(12,409

)

Total

2,476,653

(1,915,367

)

561,286

1.	STATUTORY INFORMATION

K J Ryan Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The Company's place of business is Unit 3, Wayside Business Park, Coventry, CV6 6NY.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements include the results of the parent company and its subsidiaries.

As a consolidated income statement is published, a separate income statements for the parent company is omitted from the consolidated financial statements by virtue of section 408 of the Companies Act 2006.

Turnover

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

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, typically on dispatch of the goods.

Tangible fixed assets

Tangible fixed assets are recognised at cost and subsequently measured under the historical cost model being cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes any direct expenditure incurred to bring the asset to its current location and condition necessary for the asset to work as intended by management.

Repairs and maintenance costs are charged to the statement of comprehensive income in the period in which they are incurred.

Depreciation is provided at the following annual rates in order to write off the cost of each asset over its estimated useful life.

Plant and machinery

- 20% on reducing balance

Fixtures and fittings

- 25% on reducing balance

Motor vehicles

- 25% on reducing balance

Computer equipment

- 33% on reducing balance

Any gains and losses on the disposal of tangible fixed assets are recognised in the income statement in the year that the disposal takes place.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. The cost of raw materials includes all costs in bringing the product to its current location and condition. Stocks are maintained on a first in, first out basis.

As stocks are sold, the carrying amount of those stocks is recognised as an expense in the year in which the related revenue is recognised.

At each reporting date, stocks are assessed for impairment and due allowances are made for obsolete and slow-moving items to reduce the carrying amount of these goods to their estimated selling price less costs to complete and sell. The amount of any write-down is recognised as an expense in the year that the write-down occurs. The reversal of any previous write-down is recognised as a reduction in the amount of stock expensed in the year that the reversal occurs.

Work in progress is valued on the same basis as finished goods, taking into account the stage of completion at the reporting date. No element of selling or administrative overheads is included in cost.

Financial instruments

Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset in measured at the present value of the future receipts discounted at a market rate of interest.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Research and development

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

Foreign currencies

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

Hire purchase and leasing commitments

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

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

Pension costs and other post-retirement benefits

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

Production contracts

The value attributed to production contracts, after provision for foreseeable losses and net of payments on account, is included in debtors as amounts recoverable on contracts.

4.

TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

Period

1.4.24

Year Ended

to

31.12.25

31.12.24

£

£

United Kingdom

13,023,012

10,800,454

Europe

353,036

417,026

South America

3,582

10,855

13,379,630

11,228,335

5.	EMPLOYEES AND DIRECTORS

Period

1.4.24

Year Ended

to

31.12.25

31.12.24

£

£

Wages and salaries

3,783,933

3,029,519

Social security costs

412,513

288,264

Other pension costs

62,538

65,390

4,258,984

3,383,173

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

Period

1.4.24

Year Ended

to

31.12.25

31.12.24

Management & administration

12

11

Production

122

136

134

147

Period

1.4.24

Year Ended

to

31.12.25

31.12.24

£

£

Directors' remuneration

125,000

80,932

Key management are considered to be the directors of the group and their compensation paid or payable is shown above.

6.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging/(crediting):

Period

1.4.24

Year Ended

to

31.12.25

31.12.24

£

£

Depreciation - owned assets

83,206

38,672

Depreciation - assets on hire purchase contracts

28,996

25,585

Foreign exchange differences

29,446

(24,150

)

7.	AUDITORS' REMUNERATION

Period

1.4.24

Year Ended

to

31.12.25

31.12.24

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

9,600

7,650