The directors present the strategic report for the year ended 30 November 2025.

The principal activity of the group continues to be the manufacture and sale of refractory materials, ceramic cores and related products.

The directors report a group net profit attributable to the shareholders of £19.71m (2024: £3.64m) for the year ended 30 November 2025.

Group cash has increased this year by £18.79m. 

The directors are confident in the future growth opportunities for the group. They believe that the group is in a good financial position and identified risks are being well managed, with careful focus on appropriate diversification and development of new products.

The group is seeing the benefit of its ongoing investment in R&D and innovation with the success of its Biomass and Ceramic Filters product ranges. The group continued to invest in new production capacity at its manufacturing sites to support future growth.

In addition to its core manufacturing and trading activities, the group maintains a disciplined approach to capital allocation. The Holding Company actively manages an investment portfolio in support of the group’s core trading activities, with the objective of strengthening financial resilience and capacity for sustainable growth. Surplus liquidity generated through trading activities is managed centrally and actively invested, with a view to supporting both reinvestment in the group’s operations and the selective development of longer‑term value to support and reinforce the group’s trading platform.

The directors regularly review risks facing the group and take appropriate action to mitigate them, including those arising from overseas operations, foreign currency exposure, supply chain disruption and the effective management of the group’s capital resources.

The directors will continue to develop strategic plans to improve the long-term performance of the business.

The group is committed to innovation and investment, so as to maintain its position at the forefront of the refractory lining and technical ceramic industry.

The group takes a structured approach to the deployment of capital at Holding Company level. This includes the ongoing evaluation of opportunities to reinvest surplus funds in a manner that supports the group’s trading activities, enhances financial flexibility and underpins long‑term value creation.

The principal key performance indicators used by the directors to monitor the group are as follows:

Turnover - £40.3m (2024: £44.9m)

Gross profit - £13.9m (2024: £16.1m)

Operating profit – £2.9m (2024: £4.9m)

Divestiture of Capital Injection Ceramics Limited

On the 31 August 2025 the group’s shareholding in Capital Injection Ceramics Limited (CIC) was acquired by Siemens Energy Limited.

This divestiture enables the group to strategically streamline its portfolio, focusing investments on expanding and enhancing its ceramics shapes facilities and advancing its monolithic business.

The group has just committed to a multi-million-pound expansion of its slip-cast one-shot crucible facility in the Czech Republic, driven by growing customer demand. This sharpened focus will drive innovation, improve operational efficiency, and position the group for sustained growth in its key markets.

Group Restructure

On the 30 September 2025 the group underwent a restructure, via a share for share exchange, as a result Capital Refractories Holdings Limited became the ultimate parent company of the group and the immediate parent company of Capital Refractories Limited. The restructure supports the group’s long‑term trading strategy by enabling efficient capital allocation and governance at group level.

The publication of the Capital Refractories Holdings Limited Section 172 statement is made in accordance with Companies Act 2006 and applies to all subsidiaries of the Capital Refractories Group of companies.

Section 172 of The Companies Act states that the directors must act in the way it considers, in good faith would most likely promote the success of the group, for the benefit of its members as a whole. In doing so the directors shall take into consideration (amongst other matters):

• the likely consequences of any decisions in the long-term;

• the interests of the group’s employees;

• the need to foster the group’s business relationships with suppliers, customers and others;

• the impact of the group’s operations on the community and environment;

• the desirability of the group maintaining a reputation for high standards of business conduct; and

• the need to act fairly between members of the group.

Stakeholder engagement and decision‑making

The directors recognise that the long‑term success of the group depends on maintaining strong relationships with its key stakeholders. The principal stakeholders identified during the year included employees, customers, suppliers, shareholders, lenders and other business partners.

The Board receives regular reports and updates from management to ensure it maintains an effective understanding of the interests and concerns of these stakeholders. Matters considered by the Board during the year included operational performance, health and safety, investment decisions, financing arrangements, supply chain resilience, employee matters and compliance with regulatory and legal requirements.

Employees

The directors recognise the importance of skilled and motivated employees to the success of the group. The Board considers workforce matters through regular management reporting, including information on health and safety, retention, skills development and remuneration. Employee engagement and wellbeing are taken into account when making strategic and operational decisions.

Customers & suppliers

The group’s reputation and commercial success depend on the quality, reliability and integrity of its relationships with customers and suppliers. The directors seek to foster long‑term relationships built on trust, product quality and reliable service. Customer and supplier matters are considered by the Board through reviews of trading performance, credit risk, supply continuity, pricing strategies and contractual arrangements.

Communities & environment

In making decisions, the directors consider the long‑term sustainability of the group, including investment in facilities, systems and processes designed to support future growth and operational resilience. The Board also has regard to the impact of the group’s operations on the communities in which it operates and to environmental considerations, including resource efficiency and compliance with applicable environmental regulations.

Government and regulations

Key areas of focus are compliance with specific industry laws and regulations and health and safety. The directors are updated on legal and regulatory developments and takes these into account when considering future actions.

Fairness between members

The directors are mindful of their obligation to act fairly between members of the group. Significant decisions are taken following appropriate discussion and deliberation, with the objective of promoting the long‑term success of the group for the benefit of shareholders as a whole.

Conclusion

Having regard to the matters set out above, the directors consider that they have acted in a way that is most likely to promote the success of the group for the benefit of its members as a whole during the financial year.

On behalf of the board

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

The company was incorporated during the year to act as the top holding company of the group and is intended to operate as an investment vehicle.

The principal activities of the group continued to be the manufacture and sale of refractory materials, ceramic cores and related products.

The results for the year are set out on pages 9 to 10.

Ordinary dividends were paid amounting to £1,700,000. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The group engages in research and development activities with the main activities being process improvement.

Sumer Auditco Limited were appointed as auditor to the company following BHP LLP becoming part of the Sumer Group on 31 December 2025, which required a change in audit firm to comply with applicable regulatory requirements.

In accordance with section 487(2) of the Companies Act 2006, Sumer Auditco Limited are deemed to be reappointed annually.

The parent company’s annual energy consumption is below 40,000 kWh and is therefore outside the scope of SECR reporting.

Furthermore, none of the other group companies meet the definition of a large company on an individual basis. Accordingly, no entity within the group is required to make SECR disclosures for the period.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of Capital Refractories Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the 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.

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 auditor's 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 financial statements.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations

• we identified the laws and regulations applicable to the group through discussions with the directors and other management, and from our commercial knowledge and experience of the sector

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including legislation such as the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental, ISO9001 and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;

• investigated the rationale behind significant or unusual transactions; and

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims;

• reviewing correspondence with HMRC

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £24,534,290.

Capital Refractories Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Station Road, Clowne, Derbyshire, S43 4AB.

The group consists of Capital Refractories Holdings Limited and all of its subsidiaries.

The company was incorporated on 4 April 2025 and following a share for share exchange on 30 September 2025 with Capital Refractories Limited this company became the ultimate parent company of the group. The year end was shortened to 30 November 2025 to align with the rest of the group.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Comparative amounts in relation to turnover and other operating income have been restated to reclassify other income to the correct heading. This has no impact on the profit or reserves.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

On 30 September 2025 Capital Refractories Holdings Limited entered a share for share exchange with the shareholders of Capital Refractories Limited. In accounting for the group reconstruction, the directors have applied the merger accounting method on the basis that no cash was paid in consideration, and the relative rights of the shareholders have been preserved. Accordingly, under the merger accounting method, the assets and liabilities of Capital Refractories Limited have been carried at their previous book value and all profits before and after the transaction continue to be consolidated. In preparing the consolidated accounts to 30 November 2025, the merger accounting method requires the results and cash flows of the combining entities to be brought into the consolidated accounts from the beginning of the financial year in which the combination occurred, adjusted to achieve uniformity of accounting policies. Comparative information has also been provided to include the total comprehensive income for the combined entities, and their statement of financial position for the previous reporting date.

All intra - group transactions, balances and unrealised gains on transaction between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

PT Caprefindo Manufacturing has been excluded from the consolidation on the basis that the company is dormant, and its inclusion is not material for the purpose of giving a true and fair view.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Investments in unquoted funds are measured at fair value through profit or loss with fair value determined using the latest NAV statements provided by the fund manager.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carryings amount of assets and liabilities are as follows.

Tangible assets

The change in respect of depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives and residual values of the company's assets may vary depending on several factors such as, technological innovation, maintenance programmes and future market conditions. They are determined by management at the time the asset is acquired and reviewed annually for appropriateness.

Recoverability of trade debtors

The directors make provisions for doubtful debts based on an assessment of the recoverability of trade debtors. Provisions are applied to trade debtors where events or changes in circumstances indicate that the carrying amounts may not be recoverable. This methodology is applied on a customer by customer basis.

Valuation of unquoted fund investments

The company invests in a number of private equity funds. The valuations reported by these funds are based on underlying unquoted investments measured using private-equity valuation techniques requiring significant estimation where market prices are not available. As the company relies on these externally prepared valuations to determine the carrying value of its fund interests, this represents a key source of estimation uncertainty.

No further geographical split of sales is presented as in the opinion of the directors this would be prejudicial to the interests of the group.

The exceptional item relates to the write-off of an unreconciled historic balance with an associated entity.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

On 31 August 2025, the group disposed of its interest in Capital Injection Ceramics Limited, selling its shares to a third party. A gain of £17,439,206 arose on disposal, calculated as the consideration received less the group’s share of the carrying amount of the net assets disposed of.

The results of Capital Injection Ceramics Limited up to the date of disposal, together with the gain on disposal, are presented as discontinued operations in the group statement of profit or loss.

Other investments

The company holds an unlisted investment comprising a limited partner interest in an unlisted private equity fund. The investment is measured at fair value through profit or loss.

Fair Value Measurement

The investment in the unlisted private equity fund is classified as a Level 3 financial instrument, as it is not traded in an active market and therefore relies on significant unobservable inputs in determining fair value. The fair value is based on the Net Asset Value (NAV) reported by the fund manager.

Management reviews the reported NAV and considers whether any adjustments are required, taking into account information available at the reporting date. Because the valuation is based on inputs that are not directly observable in the market, the investment is categorised within Level 3 of the fair value hierarchy.

Liquidity and Redemption

The investment is not quoted on an active market and cannot be redeemed on demand. Realisation is dependent on distributions made by the fund from the sale of its underlying portfolio companies.

Details of the company's subsidiaries at 30 November 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Group bank borrowings are secured over the assets of the group with a charge over commercial property and an unlimited debenture incorporating a fixed and floating charge.

The bank loans included above are repayable monthly and interest is charged as follows:

1.15% over PRIBOR

1.34% over EURIBOR

1.44% over EURIBOR

1.50% over EURIBOR

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3-5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Net obligations under finance lease and hire purchase contracts are secured by fixed charges on the assets concerned.

P T Caprefindo is required under Indonesian law to pay severance and statutory termination benefits when an employee’s employment ends, whether as a result of resignation, termination by the company, or retirement. The amount payable is determined in accordance with statutory formulas based on an employee’s length of service and remuneration levels.

The obligation arises as employees render service and is calculated in accordance with statutory formulas based on employees’ length of service and remuneration levels.

A provision has been recognised in respect of the present obligation at the reporting date. The provision represents management’s best estimate of the expenditure required to settle the obligation at the year end, taking into account current employee remuneration levels and expected future service.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the year end, accrued pension contributions totalled £3,631 for the group (2024: £19,641). The company had accrued pension contributions of £nil.

On 31 August 2025 the group disposed of its 75% holding in Capital Injection Ceramics Limited. Included in these financial statements are profits of £1,747,028 arising from the company's interests in Capital Injection Ceramics Limited up to the date of its disposal.

As part of the disposal of its subsidiary, Capital Injection Ceramics Limited, the company is entitled to receive contingent consideration of up to £4.5 million. The receipt of this contingent consideration is subject to a number of conditions being satisfied over an agreed period following completion of the disposal.

The directors have reviewed the terms of the disposal agreement and the conditions attaching to the contingent consideration, together with information available at the balance sheet date. While the directors consider that it is possible that economic benefits may arise, the receipt of the contingent consideration is not considered virtually certain at the reporting date.

Accordingly, no asset has been recognised in respect of the contingent consideration in these financial statements. The position will continue to be monitored and the contingent consideration will be recognised as an asset in the period in which receipt becomes virtually certain.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts contracted for but not provided in the financial statements:

At the year end, the group was party to binding subscription agreements in respect of investments in two Unigestion funds: Unigestion Direct III (UDIII) and Unigestion Secondary Opportunities VI (USEC VI). Under the terms of these agreements, the group is contractually obliged to meet future capital calls up to the level of its committed capital. These obligations are non‑cancellable and therefore constitute capital commitments of the group at the year end.

Although the total committed amount reflects the maximum obligation under the agreements, actual net cash outflows will be lower over the life of the investment. The funds typically begin making distributions from underlying realisations before all capital commitments have been drawn, as evidenced by distributions received during the year.

Capital calls are expected to be made over an estimated 2–3 year period, although the timing of individual drawdowns is at the discretion of the fund manager and cannot be predicted with certainty.

Company

On 16 March 2026, Capital Refractories Holdings Limited received investments in Unigestion Direct III and Unigestion Secondary Opportunities VI from a subsidiary undertaking, in settlement of a dividend in specie that had been declared prior to the year end. At 30 November 2025, these investments were recognised in the subsidiary financial statements at a combined fair value of £2,890,634.

The remuneration of key management personnel is as follows.

Amounts outstanding at the year end in respect of a loan owed to the company from the daughter of a director was £20,700 (2024: £24,300).

Dividends totalling £573,750 (2024 - £382,500) were paid in the year in respect of shares held by the company's directors.