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

The company continues to see a revival of core market growth over the course of 2025, with order activity levels continuing to increase within defence and the oil and gas sector projects.

Revenue for the year was £8.4 million (2024: £12.4 million). The company reported an operating loss of £1.2 million (2024: operating profit of £1.0 million) and a loss before taxation of £1.3 million (2024: profit before taxation of £0.8 million). The loss after taxation for the year amounted to £1.3 million (2024: profit after taxation of £0.5 million). The company reported net assets of £5.6 million compared to net assets of £6.8 million in the prior year, reflecting in year losses.

The reduction in revenue and profitability during the year was principally attributable to start up delays on significant projects resulting in reduced utilisation of manufacturing capacity and under-recovery of overhead costs. Despite this, the company has secured a stronger pipeline of committed work and improved visibility over future production requirements. A major frame agreement has been agreed with a key customer post year end further reinforcing the positive outlook.

Operational risks experienced during 2025 have been significantly reduced. Secured procurement of the raw materials required for future key projects reduces risk of delay. Shared technical and operational similarities with recently completed contracts will enable the business to leverage existing engineering solutions, established manufacturing methodologies and accumulated project execution experience, reducing the likelihood of delays.

A further positive development has been the continued integration of IODS Pipe Clad Limited, acquired in March 2024 into the wider Group. The directors expect this to generate several strategic and operational benefits. These include enhanced liquidity management through group cash pooling arrangements, the sharing of operational best practice across both businesses, in house provision of previously sub-contracted services and the realisation of efficiency improvements by standardising processes and systems.

The company remains a market leader and an expert in its field, the directors believe that the company is well-positioned for future growth and remains both operationally and financially sound.

The company sells products into international markets and is therefore exposed to currency movements on such sales. Where appropriate the company manages this risk with forward exchange contracts in line with Proclad Group’s treasury policies.

The company’s operations may be affected by fluctuations in the price and supply of key raw materials although purchasing policies and practices seek to mitigate, where such risks are applicable.

The Group risks to which the company is exposed are discussed in the annual report of the ultimate parent company, National Industries Group Holding – KPSC which does not form part of this report.

The directors consider gross margin and revenue growth to be the principal key performance indicators for the business. Both have been considered within the Business Review.

The company's key financial and other performance indicators during the year were as follows:

* Further details in relation to the prior period restatement are outlined within note 26.

On behalf of the board

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

The principal activity of the company continued to be the provision of specialist engineering services to the marine and offshore sector, along with the provision of related goods.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

The company has made qualifying third-party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The company has not used derivative financial instruments for either financial risk management or for speculative purposes during the current year. The company's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the company's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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 (to the extent these are applicable).

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The company will seek to minimise the adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The company now holds ISO45001 accreditation with its ongoing work in health and safety. The company has complied with all applicable legislation and regulations.

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 company’s auditor 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 company’s auditor is aware of that information.

The financial statements have been prepared on the going concern basis.

The company incurred a loss after taxation of £1,251,816 during the year ended 30 November 2025. Net current liabilities were £7,990,883 after excluding intercompany receivables of £10,888,872 which contributes to an overall Net asset position of £5,583,890 and the pipeline of work.

The directors have considered the causes of the financial performance during the year and the extent to which these factors may impact future trading. As noted within the strategic report, the principal driver of the loss was project delay, which resulted in lower than anticipated production levels and reduced factory utilisation. The directors believe that the likelihood and impact of similar events recurring have been materially reduced. The directors have also considered the strategic and operational benefits arising from the integration of IODS Pipe Clad Limited, including improved production flexibility across sites, increased scale, shared resources and a group cash pooling arrangement. These factors are expected to enhance the resilience of the business and support more stable utilisation of manufacturing capacity.

The UK Group operates a cash pooling arrangement that provides greater flexibility in meeting cash requirements of subsidiaries. Working capital management is supported by a Group Invoice Discounting Facility and a Supply Chain Finance Contract. The Group Invoice Discounting Facility has a limit of £1.25m for the company and its fellow subsidiary companies (FTV Proclad International limited, Proclad Heat Treatment Limited, Proclad Induction Bending Limited and IODS Pipe Clad Limited). The Supply Chain Finance Contract (FTV Proclad International and IODS Pipe Clad Limited) allows key customer invoices to be funded when approved rather than receiving payment in line with client invoice payment terms. There is no limit on this facility.

The directors have prepared detailed Group cashflow projections out to September 2027 that demonstrate that the company can meet its obligations as they fall due. These forecasts incorporate secured customer orders, expected project delivery schedules and management's assessment of future market opportunities. The directors consider that the strength of the company’s order book, together with improved visibility over future contract awards under framework agreement, provides a reasonable basis for their confidence in the company’s outlook and its ability to continue as a going concern. Sensitivity analysis has been performed on the forecasts, including scenarios involving lower levels of revenue, delays in project commencement and reductions in forecast margins. Having considered these scenarios, the directors are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future.

On this basis, the directors are of the opinion that the company can meet its obligations as they fall due and have prepared the financial statements on a going concern basis.

The directors are responsible for preparing the annual report 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 of the profit or loss of the company 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 UK 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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of FTV Proclad International Limited (the 'company') for the year ended 30 November 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity 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 FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• Give a true and fair view of the state of the company’s affairs as at 30 November 2025 and of its 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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 and Financial Statements other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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 set out on page 5, 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 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 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• Companies Act 2006;

• UK-adopted International Accounting Standards (FRS101);

• Corporation Tax Legislation (United Kingdom); and

• VAT Legislation (United Kingdom).

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections and relevant correspondence with regulatory bodies.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls; and

• Revenue recognition.

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

• Performing audit procedures 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 assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Performing audit procedures over the risk of misstatement due to occurrence and cut-off of revenue by selecting a sample of transactions and tracing sales to supporting documentation, subsequent receipt to bank and inclusion in the financial statements;

• Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

All activities of the company are classified as continuing.

FTV Proclad International Limited is a private company limited by shares incorporated in England and Wales and domiciled in England. The registered office is C/O United Cast Bar (UK) Limited, Spital Lane, Chesterfield, Derbyshire, S41 0EX. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are presented 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 unless otherwise specified in these accounting policies. The material accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken (as applicable):

• presentation of a statement of cash flows and related notes;

• the requirement to present a third balance sheet on the retrospective restatement of a line item;

• disclosure of the objectives, policies and processes for managing capital as well as certain other comparative narrative disclosures;

• disclosure of key management personnel compensation;

• disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

• comparative period reconciliations including the carrying amounts of property, plant and equipment, share capital and investment property;

• disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

• maturity analysis of lease liabilities as well as the requirement to include all lease related disclosures in a single note;

• certain disclosures required under IFRS 15 Revenue from Contracts with Customers; and

• related party disclosures for transactions with the parent or wholly-owned members of the group.

Where required, equivalent disclosures are given in the group accounts of National Industries Group (Holding) SAK. The group accounts of National Industries Group (Holding) SAK are available to the public and can be obtained as set out in note 25.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The financial statements have been prepared on the going concern basis.true

The company incurred a loss after taxation of £1,251,816 during the year ended 30 November 2025. Net current liabilities were £7,990,883 after excluding intercompany receivables of £10,888,872 which contributes to an overall Net asset position of £5,583,890 and the pipeline of work.

The directors have considered the causes of the financial performance during the year and the extent to which these factors may impact future trading. As noted within the strategic report, the principal driver of the loss was project delay, which resulted in lower than anticipated production levels and reduced factory utilisation. The directors believe that the likelihood and impact of similar events recurring have been materially reduced. The directors have also considered the strategic and operational benefits arising from the integration of IODS Pipe Clad Limited, including improved production flexibility across sites, increased scale, shared resources and a group cash pooling arrangement. These factors are expected to enhance the resilience of the business and support more stable utilisation of manufacturing capacity.

The UK Group operates a cash pooling arrangement that provides greater flexibility in meeting cash requirements of subsidiaries. Working capital management is supported by a Group Invoice Discounting Facility and a Supply Chain Finance Contract. The Group Invoice Discounting Facility has a limit of £1.25m for the company and its fellow subsidiary companies (FTV Proclad International limited, Proclad Heat Treatment Limited, Proclad Induction Bending Limited and IODS Pipe Clad Limited). The Supply Chain Finance Contract (FTV Proclad International and IODS Pipe Clad Limited) allows key customer invoices to be funded when approved rather than receiving payment in line with client invoice payment terms. There is no limit on this facility.

The directors have prepared detailed Group cashflow projections out to September 2027 that demonstrate that the company can meet its obligations as they fall due. These forecasts incorporate secured customer orders, expected project delivery schedules and management's assessment of future market opportunities. The directors consider that the strength of the company’s order book, together with improved visibility over future contract awards under framework agreement, provides a reasonable basis for their confidence in the company’s outlook and its ability to continue as a going concern. Sensitivity analysis has been performed on the forecasts, including scenarios involving lower levels of revenue, delays in project commencement and reductions in forecast margins. Having considered these scenarios, the directors are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future.

On this basis, the directors are of the opinion that the company can meet its obligations as they fall due and have prepared the financial statements on a going concern basis.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. Revenue from the sale of goods is recognised in line with the contract with the customer, at the point when goods are delivered or when goods are dispatched, as this is the company's only performance obligation under the contracts. Certain contracts are made up of multiple items and revenue is therefore recognised as each line item is delivered or dispatched in line with the purchase order received from the customer as they have stand alone parts, quantities, sizes and prices.

Some larger contracts include milestones which can incur up front payments. These amounts are recognised as contract liabilities on the balance sheet until such time the contractual conditions are fulfilled and performance obligations met.

In respect of transactions where the company does not take ownership of the products being sold and acts as an agent, while receiving commissions from the company that sold the product, revenue represents the commission earned.

The company typically invoices customers on satisfaction of performance obligations. In some contracts, milestone payments exist and where this is the case, the company recognises contract assets or contract liabilities to the extent the consideration received differs from the revenue entitlement.

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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

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 income statement.

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.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially measured at cost and subsequently measured using the fair value model and stated at its fair value at the reporting end date. Changes in fair value are recognised in the income statement.

At each reporting end date, the company reviews the carrying amounts of its property, plant and equipment 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.

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.

Inventories 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 inventories to their present location and condition.

Cost is applied in line with the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

At each reporting 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 in the income statement.

Cash and cash equivalents include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets not classified as fair value through profit or loss are initially measured at fair value plus transaction costs and subsequently carried at amortised cost.

The company only holds financial assets held at amortised cost.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets are assessed for indicators of impairment at each reporting end date.

The impairment model is based on the premise of providing for expected losses. Expected credit losses are measured through a lifetime expected loss allowance for all trade receivables and contract assets (where applicable).

To measure the expected credit losses, trade receivables and contract assets are grouped based on shared credit risk characteristics and the days past due. The company has concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

The company has no 'financial liabilities at fair value through profit or loss' at the reporting date.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

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 income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, this is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 company has a legal or constructive present obligation as a result of a past event and it is probable that the company 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 a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

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 inventories or non-current 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. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separate from the company in independently administrated funds.

The company recognises assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.

Lease liabilities are initially measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the company's incremental borrowing rate on commencement of the lease is used.

The right-of-use asset is initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

• Lease payments made at or before commencement of the lease;

• Initial direct costs incurred; and

• The amount of any provision recognised where the company is contractually required to dismantle, remove or restore the leased asset.

Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. The interest charged and the amortisation are recognised within the income statement.

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 the income statement.

Finance costs

Finance costs are charged to the income statement 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.

In the application of the company’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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Provisions are made for stock where the estimated selling price is lower than its cost. The provision involves management judgement based on their knowledge of the items and their current state as well as market conditions to determine a best estimate of future selling prices.

At the reporting date, the provision in respect of the company's work in progress was £591,628 (2024 - £1,403,660).

The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the underlying tax losses or deductible temporary differences can be utilised. Management judge that there will be sufficient profits to recognise the deferred tax amount disclosed within note 19.

No revenue was recognised in the current or prior reporting period in respect of contract liabilities brought forward from the preceding financial year. Similarly, no revenue was recognised in the current or prior reporting period from performance obligations satisfied or partly satisfied in the preceding financial year.

Details of the opening and closing balances of the company's trade receivables are out lined at note 14.

Exceptional items relates to the release of a provision previously recognised in respect of a commercial dispute over services provided. The directors have assessed that the provision no longer meets the recognition criteria contained within IAS 37 and that the probability of an outflow of any resources is now remote.

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

Their aggregate remuneration comprised:

In addition to the aggregate remuneration outlined above, £284,983 (2024 - £256,528) of wages and salaries costs have been capitalised and are included within inventory at the reporting date, outlined at note 13.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

The company has unrecognised tax losses of approximately £14,634,348 (2024 - £13,843,812). The deferred tax asset has been restricted due to the uncertainty of when the losses will be utilised.

The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar investments. There has not been a material change in the value of the investment property based on an assessment made by the directors. There is no difference between the fair value and the carrying value on an historic cost basis.

No rental income was generated or direct operating expenses incurred in respect of the company's investment property during the current or prior financial year.

The company has an investment in one subsidiary, carried at a cost of £Nil (2024 - £Nil) in the company's financial statements. Details of the company's subsidiary at the reporting date are as follows:

The opening balance of trade receivables as at 1 December 2023 was £2,843,818.

There are no predetermined receivable dates, security or interest payment arrangements applying to amounts owed by group undertakings. Although the amounts are therefore considered to be repayable on demand, as per IAS 1, assets should be disclosed as they are expected to be settled. As such all intercompany receivables have been presented as non-current.

The amounts due on invoice financing are secured by a floating charge over the assets of this and other group undertakings within the UK. The invoice financing balance is secured against trade debtors.

Amounts owed to group undertakings are interest free, unsecured and repayable on demand.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

All lease liabilities relate to property rented and assets under hire purchase.

The total cash outflow in respect of leases in the current year was £256,408 (2024 - £250,938).

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Provisions held in respect of commercial agreements have been released in the current reporting period as outlined at note 4.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The company had outstanding pension contributions of £44,842 (2024 - £55,108) included within trade and other payables at the reporting date.

All shares rank pari passu for dividend rights and provide the holder with one vote.

Retained earnings reserves represent cumulative profits and losses less any dividends paid.

Share premium account

The share premium account represents the excess amount received by the company over the par value of its shares.

The company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly-owned subsidiaries. There were no other related party transactions during the year ended 30 November 2025.

The immediate parent undertaking is Scotar Group Limited. The ultimate parent undertaking and controlling party is National Industries Group (Holding) SAK. This company is registered in Kuwait and copies of the financial statements which include the results of the company are available from PO Box, 13005 Safat, Kuwait.

In the period up to 30 November 2024, the company was erroneously accounting for lease liabilities and right of use assets. The lease liabilities were incorrect due to a formula error within the present value calculations at inception of the lease in 2022. The right of use assets were incorrectly stated due to the formulae error as well as incorrectly applying the accounting policy in relation to depreciation. Therefore, the opening reserves, right of use assets, lease liabilities, interest charges and depreciation on right of use assets had been misstated in comparative periods. This was identified during the preparation of these financial statements, and the below restatement has been posted to correct this. The below table shows the original reported balances, the restatement, and the restated amounts as at 30 November 2024.