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Registered number: 15016822
STI ENTERPRISES HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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STI ENTERPRISES HOLDINGS LIMITED
COMPANY INFORMATION
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PKF Smith Cooper Audit Limited
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STI ENTERPRISES HOLDINGS LIMITED
CONTENTS
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Independent auditors' report
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Consolidated statement of comprehensive income
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Consolidated balance sheet
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Consolidated analysis of net debt
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Notes to the financial statements
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STI ENTERPRISES HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their Group Strategic Report and the financial statements of STI Enterprises Holdings Limited ("STIEH" or "Group") for the year ended 31 December 2025.
The principal activity of the Parent Company is a holding company.
The principal activity of Surface Technology International Limited is that of the provision of contract electronic manufacturing services for the high reliability electronics industry.
The principal activities of the Group are not expected to change in the foreseeable future.
The directors of the Group consider the results for 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 Group to be Gross profit, Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA), Working Capital and Cash at Bank.
The performance and future developments of the Group are noted in this report.
The profit for the year, after taxation, amounted to £4,135,000 (2024 loss: £845,000). There were £133,000 (2024: £1,580,000) of exceptional administrative expenses during the year.
As disclosed in note 2.2, the Consolidated financial statements for the comparative period ended 31 December 2024 do not include the trading activities of Surface Technology International Philippines Inc and therefore the Consolidated statement of comprehensive income presented on page 14 only reflects the activities of the Company and its subsidiaries, Surface Technology International Limited and Clifton 2025 Limited (formerly STI Enteprises Limited).
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Principal risks and uncertainties
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The Group's principal financial instruments comprise bank balances, trade creditors, trade debtors, finance lease agreements, asset based lending facilities and long-term related party loans. The main purpose of these instruments is to raise funds and to finance the Group's operations. The Group is not significantly exposed to price risk due to the nature of its trading operations and contract arrangements. The Group'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 as they fall due.
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STI ENTERPRISES HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
c) The conflict between Russia and Ukraine poses a risk to the Group 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 the Group, 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 costs the Group will always look to work collaboratively with its customers and suppliers to minimise price and costs impacts.
e) Inflation rate increase risk, pushing up costs of materials, labour, and other fixed costs. The Group continues 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 Group 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 Group 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 Group's standard payment practice can be obtained from the Group's premises.
Other key performance indicators
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Tonnes of CO2e per 1,000 boards produced
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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 Group 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.
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STI ENTERPRISES HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
Following the Group's best performing results in recent years and the acquisition by ultimate parent Note AB in March 2026, the Group has investment support and a stable platform to undergo the next phase of growth. The Group has taken on several new customers and programmes following investment in business development made during 2025.
By strengthening the Group's relationships in the supply chain, although lead times remain long for certain components the Group 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 Group is in a strong position to grow whilst controlling costs.
This report was approved by the board and signed on its behalf.
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STI ENTERPRISES HOLDINGS 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.
The directors who served during the year were:
C Campbell (resigned 19 March 2026)
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P Emmerson (resigned 19 March 2026)
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T Hair (appointed 10 September 2025, resigned 19 March 2026)
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W13S Directors Limited (resigned 19 March 2026)
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A Reek (resigned 19 March 2026)
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Since the year end, the following directors have been appointed:
Mrs F Frykstrand (appointed 19 March 2026)
Mr N Owen (appointed 19 March 2026)
Mr T Garvey (appointed 2 April 2026)
The Group 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.
No dividends were proposed or paid during the current or prior year.
The Group 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 Group'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
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During the period, the policy of providing employees with information about the Group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.
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STI ENTERPRISES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Streamlined Energy and Carbon Reporting (SECR)
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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.
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 and relate to the trading subsidiary, Surface Technology International Limited, included in these financial statements.
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):
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STI ENTERPRISES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Breakdown of emissions associated with the reported energy use (tC02e)
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Purchased electricity (location-based)
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Catagory 3: Fuel & energy related activities (WTT & T&D)
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Category 6: Business travel (grey fleet)
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Total gross emissions (mandatory)
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Intensity ratios (mandatory emissions only)
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Tonnes of C02e per 1000 boards produced
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Tonnes of C02e per million-pound turnover
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The intensity ratio is total gross emissions in metric tonnes CO2e (mandatory emissions) per total million-pound (£m) turnover. The turnover 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 Group’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 period
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In the reporting period, January 2025 to December 2025, the Group 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 Group to move away from fossil fuels while maintaining operational needs. Electric vehicles typically offer higher efficiency and lower operating emissions.
∙The Group has completed LED lighting upgrades, delivering substantial energy savings compared to traditional lighting technologies, reducing both electricity consumption and maintenance costs.
The Group remains committed to reducing its carbon footprint and continues to look out for new energy saving and funding opportunities going forward.
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STI ENTERPRISES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors have reviewed the current performance of the business and well as well as future expectations. The Group 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 Group’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 Group providing not only financial support but investment for capital and growth.
The Directors therefore consider that the Group 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
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The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make 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 Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Matters covered in the Group strategic report
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The directors have chosen to set out in the Strategic Report information required to be stated in the Directors Report including a review of the business, principal risks and uncertainties and an indication of likely future developments in the business.
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STI ENTERPRISES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
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Details of post balance sheet events affecting the Group are disclosed in note 35.
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.
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STI ENTERPRISES HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STI ENTERPRISES HOLDINGS LIMITED
We were engaged to audit the financial statements of STI Enterprises Holdings Limited (the “Parent Company’) and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, Consolidated balance sheet, Company balance sheet, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated cash flow statement, the Consolidated analysis of net debt and the notes to the financial statements, including a summary of significant accounting policies. The 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 Ireland” (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the accompanying financial statements of the Parent Company and Group. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these 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. For the reasons explained below, we were unable to design any such procedures in relation to the Group’s subsidiary undertaking, Surface Technology International Philippines Inc. The extent to which our procedures are capable of detecting irregularities, including fraud, in relation to the Parent Company and its subsidiary, Surface Technology International Limited (the “Companies”), the companies for whom we were able to design such procedures, is detailed below.
Based on our understanding of the Companies and the industry in which they operate, the 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 Companies' 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;
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STI ENTERPRISES HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STI ENTERPRISES HOLDINGS LIMITED (CONTINUED)
∙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 value of negative goodwill to recognise in profit or loss for the year.
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.
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.
Basis for disclaimer of opinion
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As explained in the notes to the financial statements set out in note 2.2, as a consequence of a decision to place the Company’s subsidiary undertaking Surface Technology International Philippines Inc. into liquidation on 2 December 2024, the Directors were unable to obtain all of the necessary information and supporting documentation to include this subsidiary undertaking in the consolidation of its financial statements for its previous accounting period ended 31 December 2024.
Therefore, the Consolidated statement of comprehensive income included in these financial statements for the comparative period ended 31 December 2024 does not include any amounts relating to Surface Technology International Philippines Inc. for the period 1 January 2024 to 2 December 2024 or any profit or loss on disposal at the date the Group ceased to have control of this subsidiary undertaking.
We have been unable to obtain sufficient audit evidence to reliably quantify the difference between the consolidated financial statements as presented and the consolidated financial statements as they would appear had it been possible to include Surface Technology International Philippines Inc’s statement of comprehensive income for the period 1 January 2024 to 2 December 2024 and any profit or loss on disposal at the date the Group ceased to have control of this subsidiary undertaking.
Opinions on other matters prescribed by the Companies Act 2006
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Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements;
∙the Strategic report and Directors' report have been prepared in accordance with legal requirements.
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STI ENTERPRISES HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STI ENTERPRISES HOLDINGS LIMITED (CONTINUED)
Matters on which we are required to report by exception
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Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the Parent Company, Group and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
Arising from the limitation of our work referred to above:
∙we have not obtained all the information and explanations that we considered necessary for the purpose of our audit;
∙we were unable to determine whether adequate accounting records have been kept in relation to the Parent Company’s subsidiary, Surface Technology International Philippines Inc;
∙returns adequate for our audit have not been received from the Parent Company’s subsidiary Surface Technology International Philippines Inc, a company not visited by us.
We have nothing to report in respect of the following matters in relation to the Companies Act 2006 which requires us to report to you if, in our opinion:
∙the financial statements are not in agreement with the accounting records and returns for the companies included in these consolidated financial statements;
∙certain disclosures of directors’ remuneration specified by law are not made.
Responsibilities of directors
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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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
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Our responsibility is to conduct an audit of the financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.
However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements.
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STI ENTERPRISES HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STI ENTERPRISES HOLDINGS LIMITED (CONTINUED)
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
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STI ENTERPRISES HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Exceptional administrative expenses
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Loss on disposal of investments
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) before taxation
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Profit/(loss) for the financial year
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Profit/(loss) for the year attributable to:
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Owners of the Parent Company
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There was no other comprehensive income for 2025 (2024: £nil).
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The notes on pages 22 to 44 form part of these financial statements.
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The Consolidated statement of comprehensive income includes the Company's activities and the activities of its trading subsidiariy, Surface Technology International Limited. The comparative period does not include any amounts relating to the Group's former subsidiary, Surface Technology International Philippines Inc, which was disposed of on 2 December 2024, following which this subsidiary was liquidated and the information necessary to prepare the financial statements of this company could not be obtained.
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STI ENTERPRISES HOLDINGS LIMITED
REGISTERED NUMBER: 15016822
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Equity attributable to owners of the Parent Company
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STI ENTERPRISES HOLDINGS LIMITED
REGISTERED NUMBER: 15016822
CONSOLIDATED 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:
The notes on pages 22 to 44 form part of these financial statements.
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STI ENTERPRISES HOLDINGS LIMITED
REGISTERED NUMBER: 15016822
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Profit and loss account brought forward
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 44 form part of these financial statements.
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STI ENTERPRISES HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Shares issued during the year
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The notes on pages 22 to 44 form part of these financial statements.
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STI ENTERPRISES HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Shares issued during the year
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The notes on pages 22 to 44 form part of these financial statements.
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STI ENTERPRISES HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Profit/(loss) for the financial year
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Negative goodwill recognised in profit or loss
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Depreciation of tangible assets
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Net cash from investing activities
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STI ENTERPRISES HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cash flows from financing activities
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Proceeds from issue of ordinary shares
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Cash received from bank loans
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Repayment of other loans and creditors
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Repayment on hire purchases in year
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Net movement on invoice financing facilities
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Payment of loan arrangement fees
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 22 to 44 form part of these financial statements.
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STI ENTERPRISES HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
The notes on pages 22 to 44 form part of these financial statements.
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Debt due after more than 1 year includes £233,000 (2024: £340,000) of bank loans and £789,000 (2024: £739,000) of other loans as disclosed in note 23.
Debt due within 1 year includes £108,000 (2024: £108,000) of bank loans, £nil (2024: £2,658,000) of other loans and £6,253,000 (2024: £6,165,000) of amounts included in other creditors comprising £nil (2024: £2,500,000) of deferred consideration, £5,927,000 (2024: £3,665,000) in respect of the Group’s invoice financing facilities and £326,000 (2024: £nil) of short-term financing facilities, all amounts as disclosed in note 22.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
STI Enterprises Holdings 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 Group's principal place of business is Osborn Way, Hook, Hampshire, RG27 9HX.
2.Accounting policies
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Basis of preparation of financial statements
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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 financial statements are presented in Pound Sterling (£) which is the functional currency of the Group and amounts have been presented in round thousands (£'000s).
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
These consolidated financial statements reflect the activity of the Company and of its subsidiary undertaking, Surface Technology International Limited for the year ended 31 December 2025, together with the balance sheet of this entity. As a consequence of a decision to place the Company’s subsidiary undertaking Surface Technology International Philippines Inc. into liquidation on 2 December 2024, the directors of the Company have been unable to obtain all of the information and supporting evidence required to enable them to include this subsidiary undertaking in these consolidated financial statements for its previous period ended 31 December 2024. Therefore, the Consolidated statement of comprehensive income for the comparative period ended 31 December 2024 does not include any amounts relating to Surface Technology International Philippines Inc. for the period from 1 January 2024 to 2 December 2024 or any profit or loss on disposal at the date that the Group ceased to have control of this subsidiary undertaking.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Directors have reviewed the current performance of the business as well as future expectations. The Group 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 Group’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 Group 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 12 months and will be paid down with continued profit delivery.
At 31 December 2025, the Company's balance sheet is in a net current liabilities position of £2,599,000 and net liabilities position of £141,000. Included within creditors due within 1 year are loans to group undertakings totalling £2,973,000. The Directors have received confirmation that the amounts to group undertakings will not be called in for a period of 12 months from the date of approval of the financial statements and that adequate financial support will be provided by the Company's subsidiary undertaking to support the Company's working capital requirements for a period of at least 12 months from the date of approval of the financial statements.
The Directors therefore consider that the Goup 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.
Turnover 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.
Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the entity.
At the acquisition date, the Group recognises goodwill as:
∙the fair value of the consideration (excluding contingent consideration) transferred; plus
∙the estimated amount of contingent consideration (see below); plus
∙the fair value of the equity instruments issued; plus
∙the directly attributable transaction costs, less
∙the fair value of the identifiable assets acquired and liabilities and contingent, liabilities assumed.
When the excess is negative, this is recognised and separately disclosed as negative goodwill.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the Consolidated statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. 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.
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Foreign currency translation
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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 Consolidated statement of comprehensive income.
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Operating leases: the Group as lessee
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Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Negative goodwill arising on business combinations in respect of acquisitions is recognised in the Consolidated statement of comprehensive income in the periods in which the non-monetary assets arising on the same acquisition are recovered. Any excess exceeding the fair value of non-monetary assets shall be recognised in the Consolidated statement of comprehensive income in the periods expected to benefit.
Tangible fixed 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 Group 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.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset on a straight line basis as follows:
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Plant and machinery, equipment and other assets
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Impairment of fixed assets
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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.
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.
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Finance leases and hire purchase contracts
|
Assets held under finance leases and hire purchase contracts are recognised in the Consolidated 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.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 Consolidated 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 the Consolidated statement of comprehensive income. 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 profit or loss in the period it arises.
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 in the case of trade debtors, 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.
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 and other creditors, 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.
Contributions to defined contribution pension plans are recognised as an expense in the Consolidated 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 Consolidated balance sheet.
Interest income is recognised in the Consolidated statement of comprehensive income using the effective interest method.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Finance costs are charged to the Consolidated 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.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Group'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.
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 the balance sheet date, the carrying value of raw materials and consumables totalled £3,113,000 (2024: £4,592,000) and the carrying value of work in progress totalled £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 the balance sheet date, the value of dilapidation provisions recognised totalled £1,000,000 (2024: £988,000).
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
Deferred tax assets are calculated based on management's best estimate of future taxable profits, which are based on expected results from detailed trading forecasts. At the balance sheet date, the value of deferred tax assets recognised totalled £2,000,000 (2024: £900,000).
The Directors have assessed the period over which the value of negative goodwill, which has arisen on business combinations, should be recognised in profit or loss. A review of the non-monetary assets which were acquired as part of the business combination, which were tangible fixed assets and stock, has been performed and the Directors have made an appropriate assessment as to the value of non-monetary assets which have been recovered up to the balance sheet date and have calculated the amount of negative goodwill which should be recognised in profit or loss during the year. At the balance sheet date, the carrying value of negative goodwill totalled £2,745,000 (2024: £4,092,000).
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An analysis of turnover by class of business is as follows:
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Income from research and development
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Analysis of turnover by country of destination:
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Negative goodwill recognised in profit or loss
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During the year, the Group obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditors in respect of:
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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The Company has no employees other than the directors.
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During the year amounts paid to key management personnel were as follows:
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During the year retirement benefits were accruing to no directors (2024 - NIL) in respect of defined contribution pension schemes.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable from group companies
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
|
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Negative goodwill recognised in profit or loss not taxable
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Research and development tax credit
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Adjustment to tax charge in respect of prior periods
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Total tax charge / (credit) for the year
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Factors that may affect future tax charges
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As disclosed in note 27, the Group has significant trading losses carried forward, which are expected to offset against future taxable trading profits of the Group.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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(Reversal of impairment) / impairment of intercompany loans
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At 31 December 2025, the Group was owed £17,436,000 (2024: £17,436,000) by a company which was previously part of the Group. 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.
Restructuring costs include costs associated with the on-going restructure of the Group as part of the turnaround plan for the Group.
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Parent company profit for the year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £202,000 (2024: £146,000)
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Recognised in profit or loss during the year
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Short-term leasehold property
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Plant and machinery, equipment and other assets
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Included in the net book value of plant and machinery, equipment and other assets is £nil (2024: £1,000) in respect of assets held under finance lease and hire purchase contracts. Depreciation for the year on these assets totalled £1,000 (2024: £16,000).
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Surface Technology International Limited
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1a Alma Road
Windsor
Berkshire
SL4 3HU
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During the year the Company disposed of its subsidiary undertaking, STI Enterprises Limited. The profit attributable to this subsidiary during the year was £19,000 (2024: £60,000 loss).
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Raw materials and consumables
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Raw materials and consumables include gross stocks of £9,697,000 (2024: £13,512,000) with a stock provision of £3,936,000 (2024: £4,941,000).
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Due after more than one year
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Prepayments and accrued income
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Cash and cash equivalents
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The Company has no cash at bank or in hand.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Bank loans are secured by fixed and floating charges over the assets of the Group.
Obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.
Included in other creditors is £5,926,000 (2024: £3,665,000) in respect of the Group’s invoice discounting facilities. These facilities are secured by fixed and floating charges over the assets of the Group.
Amounts due to group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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Obligations under finance leases and hire purchase contracts
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Bank loans are secured by fixed and floating charges over the assets of the Group.
Other loans are secured by debenture over the assets of the Company and Group.
Obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Financial assets measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise trade and other debtors and cash at bank and in hand.
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Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings, obligations under finance lease and hire purchase contracts, other creditors, bank loans and other loans.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Credited to profit or loss
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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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.
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Charged to profit or loss
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Authorised, allotted, called up and fully paid
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20,000 (2024 - 20,000) A Ordinary shares of £0.0001 each
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10,000 (2024 - ) B1 Ordinary shares of £0.0001 each
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3,323 (2024 - ) B2 Ordinary shares of £0.0001 each
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3,529 (2024 - ) B3 Ordinary shares of £0.0001 each
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3,739 (2024 - ) B4 Ordinary shares of £0.0001 each
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During the year, the Company issued 1,858 B1 Ordinary shares, for consideration of £133,863, 3,323 B2 Ordinary shares for consideration of £72,720, 3,529 B3 Ordinary shares for consideration of £35 and 3,739 B4 Ordinary shares for consideration of £37. The nominal value of each class of shares issued was £0.0001 each.
Rights, preferences and restrictions
A Ordinary Shares have the right to vote, to receive dividends and the right to return on capital.
B1, B2, B3 and B4 Ordinary shares have the right to receive dividends and the right to return on capital but have no voting rights.
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Share premium account
This reserve records the amount received by the Company for shares issued in excess of their nominal value.
Profit and loss account
This reserve records all current and prior period retained profits and losses.
The Company has given a cross-guarantee in relation to borrowings entered into by its subsidiary, Surface Technology International Limited, totalling £559,000 (2024: £772,000).
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administrated fund. The pension charge for the year totalled £432,000 (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.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Commitments under operating leases
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At 31 December 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption, as permitted by section 33.1A of Financial Reporting 102 "The Financial Reporting Standard as applicable in the UK and Republic of Ireland", not to dislcose transactions with wholly owned subsidiaries of the Group.
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 Group. 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 Group incurred management fees from a company under common control totalling £300,000 (2024: £306,000). The Group also incurred recharges of expenses from this company totalling £32,000 (2024: £134,000). At the balance sheet date, the Group owed £30,000 (2024: £33,000) to this company.
During the year, the Group 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 Group owed £6,000 (2024: £nil) to this company.
During the year, the Group 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 Group owed £nil (2024: £nil) to this company.
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Post balance sheet events
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On 19 March 2026 Note UK Holding Limited acquired 100% of the Ordinary share capital of the Company. 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 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.
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STI ENTERPRISES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
As at 31 December 2025, the Company’s parent undertaking was Rcapital 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.
As of the date of approval of these financial statements, the Company’s immediate parent undertaking is Note UK Holding Limited, a company incorporated in England and Wales, United Kingdom, which has a registered office address of 1a Alma Road, Windsor, Berkshire, United Kingdom, SL4 3HU. The ultimate parent undertaking is Note AB (Publ), a company incorporated in Sweden, which has a registered office of Box 3691, Box 3691, Se-103 59, Stockholm, Sweden.
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