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Registered number: 02292621









SURFACE TECHNOLOGY INTERNATIONAL LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
COMPANY INFORMATION


Directors
T Garvey 
F Frykstrand 
N Owen 




Registered number
02292621



Registered office
1a Alma Road
Windsor

Berkshire

SL4 3HU




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

Cornerblock

2 Cornwall Street

Birmingham

B3 2DX




Bankers
HSBC
62-79 Park Street

London

SE1 DZ





 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 8
Independent auditors' report
9 - 12
Statement of comprehensive income
13
Balance sheet
14 - 15
Statement of changes in equity
16
Notes to the financial statements
17 - 37


 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors present their Strategic Report and the financial statements of Surface Technology International Limited ("STI" or "Company") for the year ended 31 December 2025.

Principal activity
 
The principal activity of the Company during the year was that of the provision of contract electronic manufacturing services for the high-reliability electronics industry.

The principal activities of the Company are not expected to change in the foreseeable future.

Business review

The directors of the Company consider the results of the year to be below management expectations, however have determined that they are an improvement to the year ended 31 December 2024. 
 
The directors consider the key financial performance indicators of the Company to be Gross profit, Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA), Working Capital and Cash at Bank. 

2025
2024
      £000
      £000
Gross profit

18,712

14,635
 
EBITDA

5,704

1,350
 
Working capital

11,972

4,051
 
Cash at bank

305

905
 

The performance and future developments of the Company are noted in this report.

The loss for the year, after taxation, amounted to £1,125,000 (2024: £2,920,000 loss). There were £3,106,000 (2024: £1,580,000) of exceptional adminsitrative expenses during the year and an annual release of discounting related to an interest free loan of £1,143,000 (2024: £1,383,000).

Principal risks and uncertainties
 
The Company's principal financial instruments comprise bank balances, trade debtors, trade creditors, finance lease agreements, other loans and asset based lending facilities. The main purpose of these instruments is to raise funds and to finance the Company's operations. The Company is not significantly exposed to price risk due to the nature of its trading operations and contract arrangements. The Company's approach to managing other risks applicable to the financial instruments concerned is shown below.

a) Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

b) Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

c) The conflict between Russia and Ukraine poses a risk to STI in relation to supply chain issues, with possible delays or disturbance to receiving components from our suppliers. This continues to be monitored and we expect little impact to our supply chain. In addition, sadly the conflict may result in additional business for STI, due to the nature of our work. We continue to monitor this with close customer contact. 

d) Global political instability also poses a risk to the business, most recently through tariffs that will impact global prices, so far there has been minimal impact as little trade goes to the US however where this impacts increased costs STI will always look to work collaboratively with its customers and suppliers to minimise price and cost impacts.
 
Page 1

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


e) Inflation rate increase risk, pushing up costs of materials, labour, and other fixed costs. STI continue to monitor the cost base and ensure any additional costs are passed onto our customers.

f) Interest rate risk for the Group relating to the increases in the UK Bank of England Base Rate will impact our asset-based lending facilities, and other loans.

It is the policy of the Company to settle terms of payment with suppliers on a timely basis in the ordinary course of business, and to agree appropriate terms and conditions in advance with its suppliers. The Company endeavours to make payment in accordance with those terms and conditions provided that the supplier has complied with them. Suppliers and their payment terms are looked at on an individual basis and regularly reviewed. The average payment period of suppliers is 60 days. A copy of the Company's standard payment practice can be obtained from the Company's premises.

Other key performance indicators

The Company also monitors other non-financial key performance indictators as follows: 


2025

2024
 
Tonnes of CO2e per 1000 boards produced

6.3

3.8
 
Employee retention (%)

82.6

83.2
 
Employee turnover (%)

15.9

24.7
 

S172 Statement
 
Stakeholders

The Board of Directors, in line with their duties under s172 of the Companies Act 2006, recognises that the long-term sustainable success of the Company is dependent on the way it interacts with a large number of stakeholders.

Our core values provide our people with a common understanding of what matters to us and how we work:

∙EXCELLENCE: Doing your best to exceed expectations
∙CUSTOMER FOCUS: Building strong partnerships with customers
∙INTEGRITY: Honesty and Trustworthiness
∙CONCERN FOR OTHERS: Respecting and caring for others

Our responsibilities extend to our customers, employees, suppliers, the local community, and the environment around us. We engage with our stakeholders in a variety of ways, including:

Our Customers

We will support our customers at all stages of the manufacturing journey, from concept design, through production, test, and system integration, to realise the most innovative products and enable them to be at the forefront of technology.

Our Employees

We will empower our employees to make decisions and provide opportunities for both personal and career development. We aim to create a varied, interesting place to work and a culture based on our 4 core values; Excellence, Customer Focus, Integrity and Concern for others.

Page 2

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Our suppliers

For our suppliers, we will build long-lasting, resilient, and responsive relationships, based on trust and mutual benefit, to withstand the pressures of industry.

Our shareholders

For our shareholders, we will create value by growing the Group organically and becoming more efficient in providing our capabilities.

Outlook

Although the financial statements for year ended 31 December 2025 report a loss for the financial year of £1,125k (2024: loss of £2,920k) the underlying operational performance was positive with an EBITDA profit of £5,704k (2024: £1,350k) and EBITDA margin of 11.6% (2024: 2.4%). This performance has continued into 2026 with the Company forecasting further improvement for the year ended 31 December 2026. There were various exceptional activities that occurred during 2025 including a reduction in long term debt of £23,818k which became a capital contribution in other reserves, inter-company balances amortised in full impacting profit in the year and significant external debts repaid reflected in the balance sheet.  

With the acquisition of the Company by Note AB in March 2026, the Company has investment support and a stable platform to undergo the next phase of growth. The Company has taken on several new customers and programmes following investment in business development made during 2025. By strengthening the Company’s relationships in the supply chain, although lead times remain long for certain components, the Company is in a strong position to respond to the challenges facing global electronics. With continued focus on sales and operational planning cycles and value chain mapping the Company is in a strong position to grow whilst controlling costs.

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



T Garvey
Director

Date: 15 September 2026

Page 3

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors

The directors who served during the year were:

W13S Directors Limited (resigned 19 March 2026)
P R Emmerson (resigned 19 March 2026)
G Kelly (resigned 19 March 2026)
J Cooke (appointed 10 September 2025, resigned 19 March 2026)
R Mears (appointed 10 September 2025, resigned 19 March 2026)
T Garvey (appointed 13 October 2025)
M Wigston (appointed 1 November 2025, resigned 1 April 2026)

Since the year end, the following directors have been appointed:

F Frykstrand (appointed 19 March 2026)
N Owen (appointed 19 March 2026)

Directors' liabilities

The Company has indemnified the directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third-party indemnity provision was in force during the year and is in force as at the date of approving the directors' report.

Dividends

No dividends were paid or proposed during the current or comparative year.

Disabled employees

The Company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

Engagement with employees

During the year, the policy of providing employees with information about the Company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Company's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas. 

Streamlined Energy and Carbon Reporting (SECR)

UK energy use and associated greenhouse gas emissions

Current UK based annual energy usage and associated annual greenhouse gas (“GHG”) emissions are reported pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (“the 2018 Regulations”) that came into force 1 April 2019.




Page 4

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Organisational boundary

In accordance with the 2018 Regulations, the energy use and associated GHG emissions are for those assets within the UK only as defined by the operational control approach. This includes the manufacturing sites in Hook and Poynton, along with Company owned and personal vehicles used for business mileage (referred to as "grey fleet").


Reporting period

The annual reporting period is 1 January to 31 December each year and the energy and carbon emissions are aligned to this period.

Quantification and reporting methodology

The 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) were followed. The 2025 UK Government GHG Conversion Factors for Company Reporting were used in emission calculations as these relate to the majority of the reporting period. The report has been reviewed independently by Zenergi Limited (trading as Briar Consulting Engineers Limited).

Electricity and gas consumption were based on supplier invoices. Where gaps in data were identified, the direct comparison technique was applied, and additional estimates were made by calculating the average monthly consumption and applying the corresponding average conversion factor. Energy use and associated emissions from fleet vehicles and grey fleet were calculated using mileage claims and fuel card records. Grey fleet emissions were derived using a rate of £0.45 per mile, with average fuel costs applied to convert expenditure into litres for company-owned vehicles. LPG consumption for the forklift truck was calculated from delivery notes, and an adjustment has been applied to the 2024 emissions following the receipt of updated information to ensure accurate year-on-year comparison.

Gross calorific values were used except for mileage energy calculations as per Government GHG Conversion Factors. The emissions are divided into emissions according to the 2018 Regulations, then further divided into the direct combustion of fuels and the operation of facilities (scope 1), indirect emissions from purchased electricity (scope 2) and further indirect emissions that occur as a consequence of company activities but occur from sources not owned or controlled by the organisation (scope 3). Scope 2 emissions are reported using both the location-based method in accordance with the GHG Protocol.



Breakdown of energy consumption used to calculate emissions (KWH):

Energy Type
2025
2024
Mandatory requirements:


Gas
663,957
1,202,392
Purchased electricity
1,876,058
2,094,841
Transport fuel
71,047
70,242
Total energy (mandatory)
2,611,063
3,367,475
Page 5

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Breakdown of emissions associated with the reported energy use (tCO2e)

Emission source
2025
2024
Mandatory requirements:


Scope 1


Gas
121.4
219.9
Company owned vehicles
2.0
0.8
Scope 2


Purchased electricity (location-based)
332.1
433.7
Scope 3


Catagory 3: Fuel & energy related activities (WTT & T&D)
148.8
179.5
Catagory 6: Business travel (grey fleet)
19.3
16.3
Total gross emissions (mandatory)
623.7
855.8
Intensity ratios (mandatory emissions only)


Tonnes of CO2e per 1,000 boards produced
6.3
3.8
Tonnes of CO2e per million-pound turnover
12.6
11.9
Total gross emissions
623.7
855.8


Intensity ratio

The intensity ratio is total gross emissions in metric tonnes CO2e (mandatory emissions) per total million-pound (£m) turnover. The turnover and production relates to UK operations only to align with the energy and emission reporting boundary. The other intensity ratio included in this report is metric tonnes CO2e (mandatory emissions) per 1,000 boards produced. These metrics are considered the most relevant to the Company’s energy consuming activities and provides a good comparison of performance over time and across different organisations and sectors.

Energy efficiency action during current financial year

In the reporting period, January 2025 to December 2025, the Company has taken the following energy efficiency actions:

∙The site in Hook has instilled the use of an electric forklift truck and a small electric vehicle for on-site material movement. This enables the company to move away from fossil fuels while maintaining operational needs. Electric vehicles typically offer higher efficiency and lower operating emissions.
∙The company has completed LED lighting upgrades, delivering substantial energy savings compared to traditional lighting technologies, reducing both electricity consumption and maintenance costs.

The Company remains committed to reducing its carbon footprint and continues to look out for new energy saving and funding opportunities going forward.

Going concern

The Directors have reviewed the current performance of the business and well as future expectations. The Company has prepared detailed cashflow forecasts, including downside scenarios impacting revenue and costs, to ensure that sufficient headroom will be available to meet obligations as they fall due, in line with the Company’s business plan, up until at least 31 December 2027.

Long-term debt has been repaid or forgiven during 2025 and on the 19 March 2026 any remaining debt has been repaid by Note AB and just an intercompany creditor remains. Note AB are a long-term owner for the Company providing not only financial support but investment for capital and growth.
Page 6

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


The Directors therefore consider that the Company will be able to settle its liabilities as they fall due and has adequate resources to continue in business for a period of at least 12 months from the date of approval of these financial statements.

Directors' responsibilities statement

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

∙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 to 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.

Matters covered in the Strategic report

The directors have chosen to set out in the Strategic report information required to be stated in the Directors Report including likely future developments in the business.

Disclosure of information to auditors

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

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

Post balance sheet events

Details of post balance sheet events affecting the Company are disclosed in note 32.

Page 7

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





T Garvey
Director

Date: 15 September 2026

Page 8

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 

Opinion


We have audited the financial statements of Surface Technology International Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Company's affairs as at 31 December 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 Auditors' 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 9

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SURFACE TECHNOLOGY INTERNATIONAL LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


∙the information given in the 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.


Matters on which we are required to report by exception
 

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 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, 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 7, 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.


Page 10

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SURFACE TECHNOLOGY INTERNATIONAL LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Based on our understanding of the Company and industry, key laws and regulations that we have identified included:

∙Companies Act 2006;
∙Tax legislation; and
∙Health and safety and employment legislation.

We identified that the principal risk of fraud or non-compliance with laws and regulations related to:

∙Management bias in respect of accounting estimates and judgements made;
∙Management override of controls; and
∙Posting of unusual journals or transactions.

We focused on those areas that could give rise to a material misstatement in the Company's financial statements.

Our procedures included, but were not limited to:

∙Enquiry of management and those charged with governance in relation to actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud;
∙Reviewing minutes of meetings of those charged with governance, where available;
∙Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias, in particular the valuation of stocks, including stock provisions and labour absorption rates, provisions for dilapidations and the recoverability of amounts due from group undertakings.

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.





Page 11

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SURFACE TECHNOLOGY INTERNATIONAL LIMITED (CONTINUED)


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Stephen Newman (Senior Statutory Auditor)
  
for and on behalf of
PKF Smith Cooper Audit Limited
 
Statutory Auditors
  
Cornerblock
2 Cornwall Street
Birmingham
B3 2DX

16 September 2026
Page 12

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£000
£000

  

Turnover
 4 
48,890
56,274

Cost of sales
  
(30,178)
(41,639)

Gross profit
  
18,712
14,635

Administrative expenses
  
(15,213)
(14,366)

Exceptional administrative expenses
 5 
(3,106)
(1,580)

Other operating income
 6 
651
66

Operating profit/(loss)
 7 
1,044
(1,245)

Interest receivable and similar income
 12 
-
518

Interest payable and similar expenses
 13 
(1,548)
(2,264)

Loss before tax
  
(504)
(2,991)

Tax on loss
 14 
(621)
71

Loss for the financial year
  
(1,125)
(2,920)

There was no other comprehensive income for 2025 (2024: £NIL).

The notes on pages 17 to 37 form part of these financial statements.

Page 13

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
REGISTERED NUMBER: 02292621

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£000
£000

Fixed assets
  

Intangible assets
 15 
-
-

Tangible assets
 16 
1,636
1,970

  
1,636
1,970

Current assets
  

Stocks
 17 
5,761
8,571

Debtors: amounts falling due after more than one year
 18 
900
-

Debtors: amounts falling due within one year
 18 
15,126
14,399

Cash at bank and in hand
 19 
305
905

  
22,092
23,875

Creditors: amounts falling due within one year
 20 
(14,558)
(16,645)

Net current assets
  
 
 
7,534
 
 
7,230

Total assets less current liabilities
  
9,170
9,200

Creditors: amounts falling due after more than one year
 21 
(792)
(15,725)

Provisions for liabilities
  

Other provisions
 25 
(1,000)
(988)

Net assets/(liabilities)
  
7,378
(7,513)


Capital and reserves
  

Called up share capital 
 26 
126
126

Share premium account
 27 
375
375

Capital redemption reserve
 27 
100
100

Other reserves
 27 
23,818
8,945

Profit and loss account
 27 
(17,041)
(17,059)

  
7,378
(7,513)


Page 14

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
REGISTERED NUMBER: 02292621
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




T Garvey
Director

Date: 15 September 2026

The notes on pages 17 to 37 form part of these financial statements.

Page 15

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
Total equity

£000
£000
£000
£000
£000
£000


At 1 January 2024
126
375
100
10,328
(15,522)
(4,593)



Loss for the year
-
-
-
-
(2,920)
(2,920)

Transfer to/from profit and loss account
-
-
-
(1,383)
1,383
-



At 1 January 2025
126
375
100
8,945
(17,059)
(7,513)



Loss for the year
-
-
-
-
(1,125)
(1,125)

Transfer to/from profit and loss account
-
-
-
(1,143)
1,143
-

Capital contribution
-
-
-
16,016
-
16,016


At 31 December 2025
126
375
100
23,818
(17,041)
7,378


The notes on pages 17 to 37 form part of these financial statements.

During the year, other loans totalling £23,818,000 (2024: £nil) due to a related company were discharged, and all security charges were released. This discharge represents a capital contribution by this related party and the discounted value of this loan at the point of discharge totalling £16,016,000 has been credited to other reserves.

Page 16

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Surface Technology International Limited is a private company, limited by shares, registered in England and Wales, United Kingdom. The address of the registered office and the Company's registration number are given in the company information page to these financial statements. The nature of the Company's operations and principal activities are described in the Strategic report on page 1. 

The Company's principal place of business is Osborn Way, Hook, Hampshire, RG27 9HX.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are presented in Pound Sterling (£) which is the functional currency of the Company and amounts have been presented in round thousands (£'000s).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of STI Enterprises Holdings Limited as at 31 December 2025 and these financial statements may be obtained from 1a Alma Road, Windsor, Berkshire, SL4 3HU.

Page 17

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

The Directors have reviewed the current performance of the business as well as future expectations.  The Company has prepared detailed cashflow forecasts, including downside scenarios impacting revenue and costs, to ensure that sufficient headroom will be available to meet obligations as they fall due, in line with the Company’s business plan, up until at least 31 December 2027.

Long-term debt has been repaid or forgiven during 2025 and on the 19 March 2026 any remaining debt has been repaid by Note AB and just an intercompany creditor remains. Note AB are a long-term owner for the Company providing not only financial support but investment for capital and growth.

The intercompany balance with Note AB is not expected to be called in within the next 12 months and will be paid down with continued profit delivery.

The Directors therefore consider that the Company will be able to settle its liabilities as they fall due and has adequate resources to continue in business for a period of at least 12 months from the date of approval of these financial statements.

 
2.4

Revenue

Revenue is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the sale of services is recognised once the service is completed.

 
2.5

Current and deferred taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the Statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date.  Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Page 18

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Foreign currency translation

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the Statement of comprehensive income.

 
2.7

Operating leases

Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight-line basis over the lease term.

 
2.8

Tangible fixed assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, on a straight line basis, over the useful economic life of that asset as follows:

Leasehold property
-
Over life of lease
Plant and machinery, equipment and other assets
-
10-33% per annum

  
2.9

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Page 19

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.10

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Work in progress

Work in progress is valued on the basis of direct costs plus attributable labour and overheads based on normal level of activity. Provision is made for any foreseeable losses, where appropriate. No element of profit is included in the valuation of work in progress.

 
2.11

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the Balance Sheet as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset.
      
Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

  
2.12

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the Balance Sheet and the amount of the provision as an expense.

Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in the Statement of comprehensive income in the period it arises.

 
2.13

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

 
Page 20

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.13
Financial instruments (continued)

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price after transaction costs. 

Financial liabilities which constitute a financing arrangement, including other loans, which do not carry a market rate of interest, are discounted to present value using a market rate of interest for a similar debt instrument, which is amortised over the contractual term of financial liability.

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

 
2.14

Pensions

Contributions to defined contribution pension plans are recognised as an expense in the Statement of comprehensive income in the period in which the related service is provided. Amounts not paid are shown in creditors as a liability in the Balance sheet.

 
2.15

Interest income

Interest income is recognised in the Statement of comprehensive income using the effective interest method.

 
2.16

Finance costs

Finance costs are charged to the Statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.17

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.18

Equity instruments

Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Page 21

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 on-going 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 key estimates which have the most significance on the financial statements include the valuation of stock (including labour and overhead absorption and stock provisions), dilapidation provisions and the recognition of deferred tax assets. The key judgements made by the directors in the preparation of the financial statements is the impairment of amounts due from former group undertakings.

Stock provisions are based on an ageing calculation, which utilises the “purchase date” for materials, removing items which have short term demand. Work in progress includes capitalised labour added to the valuation using estimated labour cost on incomplete works orders included as work in progress at the year end. At 31 December 2025, the carrying value of raw materials and consumables is £3,113,000 (2024: £4,592,000) and the carrying value of work in progress is £2,648,000 (2024: £3,979,000). The carrying value of raw materials and consumables is stated net of provisions of £3,818,000 (2024: £4,824,000) and work in progress is stated net of provisions of £118,000 (2024: £118,000).

Dilapidation provisions are calculated using management's best estimate of the expected future cost to restore leasehold properties to original condition under the terms of the leasehold property agreements. The amounts recognised as a provision in the financial statements are discounted to present value using discount rate that reflects current market assessments of the time value of money and risks specific to the liability at the inception of the lease.  At 31 December 2025, the carrying value of dilapidation provisions is £1,000,000 (2024: £988,000).

Deferred tax assets are calculated based on management's best estimate of future taxable profits expected based detailed trading forecasts. At 31 December 2025, the carrying value of deferred tax assets is £2,000,000 (2024: £900,000).

At 31 December 2025, the Company was owed £17,436,000 (2024: £17,436,000) by a company which was previously part of the group to which the Company belongs. This company ceased trading in September 2024 and is in the process of being wound up. As a consequence of which, the directors have impaired the amounts owed by £17,436,000 to reflect the uncertainty in relation to the future recoverability of this amount. During the year, the directors have reassessed the recoverable amount of this balance, based on correspondence received from the liquidators, and have reversed previous impairments by £240,000, which reflects expected amounts likely to be recoverable.

Page 22

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£000
£000

Sale of goods
48,605
55,286

Sale of services
285
888

Income from research and development
-
100

48,890
56,274


Analysis of turnover by country of destination:

2025
2024
£000
£000

United Kingdom
47,190
52,457

Rest of Europe
601
900

Rest of the world
1,099
2,917

48,890
56,274


Page 23

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Exceptional items

2025
2024
£000
£000


Restructuring costs
373
498

Impairment of intercompany loans
2,973
1,007

Reversal of impairment of intercompany loans
(240)
-

Settlement agreement
-
75

3,106
1,580

Restructuring costs include costs associated with the on-going restructure of the Company as part of the turnaround plan for the Company.

At 31 December 2025, the Company was owed £2,973,000 (2024: £210,000) by its parent undertaking. During the year, the directors have concluded that these amounts are unlikely to be repaid by the parent undertaking and has recognised an impairment provision of £2,973,000 (2024: £nil).

At 31 December 2025, the Company was owed £17,436,000 (2024: £17,436,000) by a company which was previously part of the group to which the Company belongs. This company ceased trading in September 2024 and is in the process of being wound up. As a consequence of which, the directors have impaired the amounts owed by £17,436,000 to reflect the uncertainty in relation to the future recoverability of this amount. During the year, the directors have reassessed the recoverable amount of this balance, based on correspondence received from the liquidators, and have reversed previous impairments by £240,000, which reflects expected amounts likely to be recoverable.


6.


Other operating income

2025
2024
£000
£000

Other operating income
23
-

Rental income receivable
420
-

R&D tax credits
208
66

651
66



7.


Operating profit/(loss)

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

2025
2024
£000
£000

Depreciation of tangible fixed assets
867
1,015

Operating lease rentals
706
754

Foreign exchange (gains)/losses
(61)
(235)

Page 24

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
58
55

Fees payable to the Company's auditors in respect of:

Other non-audit services
2
2


9.


Employees

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


2025
2024
£000
£000

Wages and salaries
12,065
10,975

Social security costs
1,462
1,112

Cost of defined contribution scheme
431
409

13,958
12,496


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


        2025
        2024
            No.
            No.







Production staff
270
281



Administrative staff
23
18



Sales staff
15
15

308
314

Page 25

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Directors' remuneration

2025
2024
£000
£000

Directors' emoluments
626
170

Company contributions to defined contribution pension schemes
22
9

Compensation for loss of office
-
86

648
265


During the year retirement benefits were accruing to 4 directors (2024 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £271,000 (2024 - £144,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,000 (2024 - £9,000).

Included in Directors' emoluments is £30,000 (2024: £nil) in respect of amounts paid to directors for compensation for loss of office.


11.


Key management personnel

During the year amounts paid to key management personnel were as follows:


2025
2024
£000
£000



Emoluments
115
661


12.


Interest receivable

2025
2024
£000
£000


Interest receivable from group companies
-
518

Page 26

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Interest payable and similar expenses

2025
2024
£000
£000


Bank interest payable
106
323

Other loan interest payable
298
556

Unwinding of discount on other loans
1,143
1,383

Interest on finance leases and hire purchase contracts
1
2

1,548
2,264


14.


Taxation


2025
2024
£000
£000

Corporation tax


Current tax on profits for the year
-
(71)

Adjustments in respect of previous periods
1,721
-


Total current tax
1,721
(71)

Deferred tax


Origination and reversal of timing differences
(1,100)
-

Total deferred tax
(1,100)
-


Tax on loss
621
(71)
Page 27

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
14.Taxation (continued)


Factors affecting tax charge for the year

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

2025
2024
£000
£000


Loss on ordinary activities before tax
(504)
(2,991)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(126)
(748)

Effects of:


Expenses not deductible for tax purposes
1,156
355

Fixed asset differences
45
87

Adjustments to tax charge in respect of prior periods
1,721
-

Other differences
-
3

Movement in tax losses
(2,175)
303

Research and development tax credit
-
(71)

Total tax charge / (credit) for the year
621
(71)


Factors that may affect future tax charges

As disclosed in note 24, the Company has significant trading losses carried forward, which are expected to offset against future taxable trading profits of the Company.

Page 28

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Intangible assets




Licences

£000



Cost


At 1 January 2025
350


Disposals
(350)



At 31 December 2025

-



Amortisation


At 1 January 2025
350


On disposals
(350)



At 31 December 2025

-



Net book value



At 31 December 2025
-



At 31 December 2024
-



Page 29

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Tangible fixed assets


Leasehold property
Plant and machinery, equipment and other assets
Total

£000
£000
£000



Cost 


At 1 January 2025
517
19,104
19,621


Additions
1
532
533



At 31 December 2025

518
19,636
20,154



Depreciation


At 1 January 2025
311
17,340
17,651


Charge for the year 
62
805
867



At 31 December 2025

373
18,145
18,518



Net book value



At 31 December 2025
145
1,491
1,636



At 31 December 2024
206
1,764
1,970

Included in the total net book value of fixtures and fittings is £nil (2024: £1,000) in respect of assets held under finance leases and hire purchase contracts. Depreciation for the year on these assets totalled £1,000 (2024: £16,000).


17.


Stocks

2025
2024
£000
£000

Raw materials and consumables
3,113
4,592

Work in progress
2,648
3,979

5,761
8,571


Raw materials and consumables include gross stocks of £9,697,000 (2024: £13,515,000) with a stock provision of £3,936,000 (2024: £4,942,000).

Page 30

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Debtors

2025
2024
£000
£000

Due after more than one year

Deferred tax asset
900
-

900
-


2025
2024
£000
£000

Due within one year

Trade debtors
12,368
12,051

Amounts owed by group undertakings
-
210

Other debtors
480
169

Prepayments and accrued income
1,178
1,069

Deferred tax asset
1,100
900

15,126
14,399



19.


Cash and cash equivalents

2025
2024
£000
£000

Cash at bank and in hand
305
905



20.


Creditors: Amounts falling due within one year

2025
2024
£000
£000

Bank loans
108
108

Other loans
-
2,658

Trade creditors
4,036
4,944

Amounts owed to group undertakings
-
226

Other taxation and social security
1,160
467

Obligations under finance lease and hire purchase contracts
3
6

Other creditors
6,632
3,665

Accruals and deferred income
2,619
4,571

14,558
16,645


Page 31

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.Creditors: Amounts falling due within one year (continued)

Bank loans are secured by fixed and floating charges over the assets of the Company.

Included in other creditors is £5,926,000 (2024: £3,665,000) in respect of the Company’s invoice discounting facilities. These facilities are secured by fixed and floating charges over the assets of the Company.

Obligations under finance lease and hire purchase contracts are secured over the assets to which they relate.

21.


Creditors: Amounts falling due after more than one year

2025
2024
£000
£000

Bank loans
233
340

Other loans
559
15,382

Obligations under finance leases and hire purchase contracts
-
3

792
15,725


Bank loans are secured by fixed and floating charges over the assets of the Company.

Included in other loans is a loan from a company under common control with a principal amount outstanding of £751,000 (2024: £772,000). This loan carries an interest rate of the higher of 6% above the base rate of Barclays Bank plc or 10% and is repayable in full on 29 October 2029. The loan is secured by debenture over the assets of the Company. The value of the loan recognised in the financial statements is £559,000 (2024: £509,000), which is the principal amount outstanding net of the remaining £192,000 (2024: £242,000) of unamortised loan arrangement fees which have been capitalised and are being released over the term of the loan.

Page 32

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£000
£000

Amounts falling due within one year

Bank loans
108
108

Other loans
-
2,658


108
2,766

Amounts falling due 1-2 years

Bank loans
108
108


108
108

Amounts falling due 2-5 years

Bank loans
125
233

Other loans
559
15,382


684
15,615


900
18,489



23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2025
2024
£000
£000


Within one year
3
6

Between 1-5 years
-
3

3
9

Page 33

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.


Deferred taxation




2025


£000






At beginning of year
900


Credited to profit or loss
2,000


Utilised in year
(900)



At end of year
2,000

The deferred tax asset is made up as follows:

2025
2024
£000
£000


Accelerated capital allowances
(2)
(141)

Tax losses carried forward
2,000
1,041

Other timing differences
2
-

2,000
900

The directors have considered the future taxable profits based on actual results for 2026 and forecast results for future periods and have recognised a deferred asset to the extent that this is expected to be recovered in future years.


25.


Provisions




Dilapidations

£000





At 1 January 2025
988


Charged to profit or loss
12



At 31 December 2025
1,000

Page 34

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

26.


Share capital

2025
2024
£
£
Authorised, allotted, called up and fully paid



125,000 (2024 - 125,000) Ordinary shares of £1.00 each
125,000
125,000
100 (2024 - 100) Ordinary A shares of £1.00 each
100
100
100 (2024 - 100) Ordinary B shares of £1.00 each
100
100
100 (2024 - 100) Ordinary C shares of £1.00 each
100
100
100 (2024 - 100) Ordinary D shares of £1.00 each
100
100
100 (2024 - 100) Ordinary E shares of £1.00 each
100
100
100 (2024 - 100) Ordinary F shares of £1.00 each
100
100

125,600

125,600

The 'A' - 'F' Ordinary shares of £1 each shall rank in all respects pari passu with the existing Ordinary shares of £1 each in the capital of the Company save that the holders of the 'A' - 'F' Ordinary shares shall not be entitled to attend or vote at general meetings of the Company nor to participate in any distribution of assets on the winding up of the company. The 'A' - 'F' Ordinary shareholders shall not be entitled to receive dividends declared on the ordinary share capital of the Company, but be entitled to receive preferential dividends as agreed by the Board of Directors.



27.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the Company.

Other reserves

This reserve represents a capital contribution given by a Company under common control.

Profit and loss account

This reserve records retained earnings and accumulated losses.


28.


Contingent liabilities

The Company has given a cross-guarantee in relation to borrowings entered into by its immediate parent undertaking, STI Enterprises Holdings Limited. The amount guaranteed at 31 December 2025 totalled £230,000 (2024: £13,000).

Page 35

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

29.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge amounted to £431,000 (2024: £409,000). Contributions amounting to £75,000 (2024: £65,000) were payable to the fund at the year end and are included in creditors.


30.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£000
£000



Not later than 1 year
726
769

Later than 1 year and not later than 5 years
2,394
2,797

Later than 5 years
141
519

3,261
4,085


31.


Related party transactions

The Company has taken advantage of the exemption, as permitted by section 33.1A of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries of the group headed STI Enterprises Holdings Limited.

During the year, the Company was formally released from its obligation to repay other loans due to a company under common control totalling £23,818,000. This discharge represents a capital contribution by this related party and the discounted value of this loan at the point of discharge totalling £16,016,000 has been credited to other reserves. Prior to being discharged, this loan was a below market rate loan and accordingly had been discounted to present value in previous accounting periods. During the year, the interest payable which was recognised in the Statement of comprehensive income totalled £1,143,000 (2024: £1,383,000).

Included in other loans is a loan from a company under common control with a principal amount outstanding of £751,000 (2024: £772,000). This loan carries an interest rate of the higher of 6% above the base rate of Barclays Bank plc or 10% and is repayable in full on 29 October 2029. The loan is secured by debenture over the assets of the Company. The value of the loan recognised in the financial statements is £559,000 (2024: £509,000), which is the principal amount outstanding net of the remaining £192,000 (2024: £242,000) of unamortised loan arrangement fees which have been capitalised and are being released over the term of the loan.

During the year, the Company incurred management fees from a company under common control totalling £300,000 (2024: £306,000). The Company also incurred recharges of expenses from this company totalling £32,000 (2024: £134,000). At the balance sheet date, the Company owed £30,000 (2024: £33,000) to this company.



 
Page 36

 
SURFACE TECHNOLOGY INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

31.Related party transactions (continued)

During the year, the Company incurred fees related to corporation tax services from a company under common control totalling £15,000 (2024: £19,000). At the balance sheet date, the Company owed £6,000 (2024: £nil) to this company.

During the year, the Company incurred fees related to company secretarial services from a company under common control totalling £5,000 (2024: £5,000). At the balance sheet date, the Company owed £nil (2024: £nil) to this company.


32.


Post balance sheet events

On 19 March 2026, Note UK Holding Limited acquired 100% of the Ordinary share capital of the Company's parent undertaking, STI Enterprises Holdings Limited. On the same date, Note AB, a company publicly listed on the Swedish stock exchange, became the ultimate parent undertaking.

On 20 March 2026, the Company's ultimate parent undertaking, Note AB, settled outstanding bank loans, working capital facilities and other loans, funded with cash, and these amounts remain outstanding as amounts due to group undertakings, which are interest free and repayable on demand.


33.


Controlling party

The Company’s immediate parent undertaking is STI Enterprises Holdings Limited, a company incorporated in England and Wales, United Kingdom, which has a registered office address of 1a Alma Road, Windsor, Berkshire, SL4 3HU.

At the balance sheet date the Comapny's ultimate parent undertaking was Rcapital Nominees Limited, a company incorporated in England and Wales, United Kingdom, which has a registered office address of 4th Floor, 24 Old Bond Street, London, W1S 4AW.

At the date of signing these financial statements the Comapny's ultimate parent company is Note AB (Publ), a company registered in Sweden, which has a registered office of Box 3691, Box 3691, Se-103 59, Stockholm, Sweden.

The smallest and largest group, in which the results of the Company are consolidated, is the group headed by STI Enterprises Holdings Limited, a company incorporated in England and Wales, United Kingdom. The consolidated financial statements may be obtained from the registered office address of the parent undertaking which is 1a Alma Road, Windsor, Berkshire, SL4 3HU.

Page 37