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REGISTERED NUMBER: 07078299 (England and Wales)















SHD COMPOSITE MATERIALS LTD

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD

1 DECEMBER 2024 TO 31 DECEMBER 2025






SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025




Page

Company Information 1

Strategic Report 2 to 4

Report of the Directors 5 to 7

Report of the Independent Auditors 8 to 11

Income Statement 12

Other Comprehensive Income 13

Statement of Financial Position 14

Statement of Changes in Equity 15

Notes to the Financial Statements 16 to 27


SHD COMPOSITE MATERIALS LTD

COMPANY INFORMATION
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025







DIRECTORS: S C Doughty
Mrs J Jackson
N A Blatherwick
A E Doughty
B R Schneider



REGISTERED OFFICE: Unit 4 The Reservation
Sleaford Enterprise Park
Sleaford
Lincolnshire
NG34 7BY



REGISTERED NUMBER: 07078299 (England and Wales)



SENIOR STATUTORY AUDITOR: Rachel Rudkin FCCA



AUDITORS: Duncan & Toplis Audit Limited, Statutory Auditor
18 Northgate
Sleaford
Lincolnshire
NG34 7BJ

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

STRATEGIC REPORT
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

The directors present their strategic report for the period 1 December 2024 to 31 December 2025.

REVIEW OF BUSINESS
SHD Composite Materials Ltd (SHD) was formed in 2009 and remains based in Sleaford, Lincolnshire, UK. The company supplies a fully comprehensive range of advanced composite tooling and component prepreg materials, catering for a vast array of applications. In-house formulated resin systems are combined with a range of fabric and uni-directional reinforcements, each best tailored to match customers' specific technical and commercial needs. The Sleaford manufacturing site services a broad customer base across the UK, EU, Asia Pacific and the Rest of World.

Company turnover less intercompany recharges increased from £27,747,570 in 2024 to £29,270,099 in 2025.

Profit before tax was £4,843,491 in 2024 reducing to £4,372,103 in 2025.

SHD supplies a large customer base across a broad range of industry sectors, including aerospace, defence, high-end automotive, motorsport, sports and leisure, marine and industrial. The fact that the company's service model and technologies read well across many sectors, and as such is not overly exposed to any one single market nor single customer, adds significantly to its financial robustness and potential for growth.

The resilience and flexibility of SHD reflected in a very strong 2025 financial performance. The level of profit has enabled and supported the considerable growth seen throughout the group and ensured stability for our customers and suppliers.

PRINCIPAL RISKS AND UNCERTAINTIES
In November 2025 SHD and the SHD Group were acquired by Cambium Biomaterials Inc, a US based company specialising in developing new chemicals and formulations using AI based techniques. This strategic partnership funded by venture capital investment will enable the new Group to grow globally through new product innovation and expansion into new markets and sectors.


SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

STRATEGIC REPORT
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

SECTION 172(1) STATEMENT
The directors of the company act in accordance with the duties set out in section 172(1) of the Companies Act 2006 to promote the success of the company for the benefit of its members, and in doing so have regard (amongst other matters) to:

- The likely consequences of any decision in long term
- The interests of the company`s employees
- The need to foster the company`s business relationships with suppliers, customers and others
- The impact of the company`s operation on the community and the environment
- The desirability of the company maintaining a reputation for high standards of the business conduct
- The need to act fairly as between members of the company longevity and stakeholders are at the forefront of the company`s decision making process.

Informed, calculated decisions are made to ensure the long-term future of the business and continued support for its stakeholders. Recognition and maintenance of the symbiotic relationship between suppliers, employees and customers is of paramount importance in the company`s long term objectives.

The company acknowledge that employees play a fundamental role in achieving the long-term goals and maintaining a reputation for high standards.

Employees are provided with training, competitive remuneration and an environment to progress within the business.

SHD Composite Materials Ltd works closely with suppliers and customers, ensuring focussed relationships and clear lines of communication. This relationship with suppliers and customers assists with delivering positive outcomes for both customers and suppliers and delivering high quality outcomes to customers.

The company appreciates the important role it plays within the local community. SHD Composite Materials Ltd understands the positive impacts of offering long term futures for its employees and the reassurances and benefits this gives within the local community. Every year the company with the help of its employees, take part in charitable events. Community clubs and societies benefit from various sponsorships.

In recent times the company has strived to reduce its carbon footprint. This has seen improvements to improve energy consumption of existing machinery and investment in electric vehicles.

Future projects are being explored to reduce the carbon footprint further, including solar energy.

The company strives towards maintaining high standards. To assist with achieving these goals the company is accredited to AS9100 and are members of Composites UK and Make UK.

Until the end of November 2025 the company was an owner managed business. All members were involved in the key decisions made by the company.

The directors' responsibilities towards shareholders are directly interconnected with their responsibilities towards future shareholders of the company.


SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

STRATEGIC REPORT
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

COMPANY DEVELOPMENT AND GROWTH
SHD is committed to the very highest levels of customer service, quality and leading-edge innovation and these principles remain central to the business's operations entering its 14th year of trading.

Embedded within these principles is a firm commitment to maintain the company's short production lead-times, to which its customer base has become accustomed and draws significant operational benefit. The company's comprehensive product range, flexibility of service and instinct to work with and alongside customers continues to underpin growth.

The continued investment in the Technical Centre equipment and capacity has further strengthened our research and development programs and enhanced our technical support capabilities. This facilitates continual product development, both internally driven and through collaboration with customers.

The company has identified key strategic growth areas, driven by market demand for net zero emissions, sustainability and environment-friendly technologies and has developed a world-leading range of bio based composite materials, with on-going development in both resins and fibre technology.

ON BEHALF OF THE BOARD:





Mrs J Jackson - Director


26 August 2026

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

The directors present their report with the financial statements of the company for the period 1 December 2024 to 31 December 2025.

PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was that of composite material manufacturing.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2025 will be £3,939,478.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 December 2024 to the date of this report.

S C Doughty
Mrs J Jackson
N A Blatherwick

Other changes in directors holding office are as follows:

Mrs H L Doughty - resigned 24 November 2025
N J G Smith - resigned 24 November 2025
A E Doughty - appointed 1 June 2025
B R Schneider - appointed 24 November 2025

POLITICAL DONATIONS AND EXPENDITURE
Donations costs totalled £4,129 (2024: £3,516), none of which were political donations.

STREAMLINED ENERGY AND CARBON REPORTING
In accordance with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, SHD Composite Materials Ltd presents its Streamlined Energy and Carbon Reporting disclosure for the financial year ending 30th November 2025.

This is the first financial year in which the Company has been required to report under SECR. Directly comparable prior-year SECR energy figures are therefore not presented.

However, the Company has measured its organisational carbon footprint since 2023. It's 2023/24 footprint was prepared in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and was subject to limited assurance in line with ISO 14064-3. This work established a baseline for monitoring emissions, improving data quality and developing the Company's carbon-reduction strategy.

Energy consumption and greenhouse gas emissions (tCO2e)

Scope Energy consumption (kWh) Emissions (tCO2e) Categories Included

1

254,262.70

62.82
Fugitive emissions, Mobile Combustion and
Stationary Combustion
2 667,570.52 118.16 Electricity
3 29,488.81 7.23 Business Travel
Totals 951,322.03 188.21

Scope 1 emissions include refrigerant losses of 3.05 tCO2e, for which there is no corresponding energy-consumption value.

Intensity Metrics

Metric Energy intensity (kWh) Carbon intensity (tCO2e)
Per 1m of Revenue 34923.72 6.91

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Per employee 10810.48 2.14
Per sq Metre 188 0.04

The intensity metrics were calculated using turnover of £27.24 million, 88 employees and total occupied floorspace of 5063.22m2

Reporting boundary and methodology

The disclosure covers energy consumed by the Company's UK operations during the period 1st December 2024 to 30th November 2025. The organisational boundary has been determined using the operational-control approach and includes purchased electricity, propane used for heating, fuel used in Company controlled vehicles and refrigerant losses.

Scope 3 emissions associated with business mileage in employee-owned vehicles and hire cars have also been included voluntarily to provide a more complete representation of business travel emissions.

Energy consumption data has been obtained from utilities invoices and fuel records. Where complete consumption information was unavailable, reasonable estimate or annualised figures were used. The Company will continue to improve the completeness and accuracy of its energy data.

Emissions (tCO2e) have been calculated in accordance with the GHG Protocol Corporate Standard using the 2025 UK Government GHG conversion factors published by the Department for Energy Security and Net Zero (DESNZ). Purchased electricity emissions have been calculated using the location-based method.

Energy efficiency and carbon reduction activity

In 2023 the company established a carbon-footprinting programme covering Scope 1, Scope 2 and selected Scope 3 emissions. The programme identified opportunities to improve the quality of energy and emissions data and provided a foundation for the Company's carbon-reduction and net-zero planning.

During the reporting year 24/25 the Company continued to strengthen its energy and carbon data collection arrangements and reviewed energy performance across its operations. Energy efficiency measures included the investment in smart Tool-Temp technology for manufacturing equipment, the transition of Company vehicles to electric and hybrid alternatives and the selection of energy efficient leased premises supported by onsite solar generation. Inefficient equipment such as the R&D freezer was replaced with a more energy efficient unit.

The Company is also developing an Environmental Management System aligned with ISO 14001 and a structured carbon-reduction programme. These arrangements will support improved data collection, the prioritisation of energy-efficiency projects and more meaningful year on year performance evaluation.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.


SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

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

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

ON BEHALF OF THE BOARD:





Mrs J Jackson - Director


26 August 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHD COMPOSITE MATERIALS LTD

Opinion
We have audited the financial statements of SHD Composite Materials Ltd (the 'company') for the period ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the period 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

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

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

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

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHD COMPOSITE MATERIALS LTD


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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on pages six and seven, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHD COMPOSITE MATERIALS LTD


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

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

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit.We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements such as depreciation of tangible fixed assets, as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of material and unusual journal entries and challenging management on key accounting estimates, assumptions and judgements made in the preparation of the financial statements. We carried out detailed substantive tests on accounting estimates, including reviewing the methods used by management to make those estimates, re-performing the calculation, and reviewing the outcome of prior year estimates.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection. This inspection included an assessment of the company's employment and health and safety controls. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHD COMPOSITE MATERIALS LTD


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




Rachel Rudkin FCCA (Senior Statutory Auditor)
for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor
18 Northgate
Sleaford
Lincolnshire
NG34 7BJ

15 September 2026

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

INCOME STATEMENT
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Period Year Ended
1.12.24 to 31.12.25 30.11.24
Notes £    £    £    £   

REVENUE 3 31,115,330 28,706,003

Cost of sales 20,240,771 19,027,572
GROSS PROFIT 10,874,559 9,678,431

Administrative expenses 6,763,113 5,027,183
4,111,446 4,651,248

Other operating income 53,364 26,648
OPERATING PROFIT 5 4,164,810 4,677,896

Income from shares in group undertakings 118,498 85,368
Interest receivable and similar income 99,171 93,202
217,669 178,570
4,382,479 4,856,466

Interest payable and similar expenses 6 10,376 12,975
PROFIT BEFORE TAXATION 4,372,103 4,843,491

Tax on profit 7 586,310 1,155,252
PROFIT FOR THE FINANCIAL PERIOD 3,785,793 3,688,239

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Period
1.12.24
to Year Ended
31.12.25 30.11.24
Notes £    £   

PROFIT FOR THE PERIOD 3,785,793 3,688,239


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

3,785,793

3,688,239

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Property, plant and equipment 9 1,811,663 1,415,494
Investments 10 6,522 6,522
1,818,185 1,422,016

CURRENT ASSETS
Inventories 11 4,337,584 4,955,805
Debtors 12 6,880,043 9,053,498
Cash at bank and in hand 1,336,161 103,576
12,553,788 14,112,879
CREDITORS
Amounts falling due within one year 13 4,534,908 5,604,284
NET CURRENT ASSETS 8,018,880 8,508,595
TOTAL ASSETS LESS CURRENT LIABILITIES 9,837,065 9,930,611

CREDITORS
Amounts falling due after more than one
year

14

(40,276

)

(58,009

)

PROVISIONS FOR LIABILITIES 19 (412,216 ) (334,344 )
NET ASSETS 9,384,573 9,538,258

CAPITAL AND RESERVES
Called up share capital 20 198 198
Retained earnings 21 9,384,375 9,538,060
SHAREHOLDERS' FUNDS 9,384,573 9,538,258

The financial statements were approved by the Board of Directors and authorised for issue on 26 August 2026 and were signed on its behalf by:





Mrs J Jackson - Director


SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 December 2023 198 7,418,221 7,418,419

Changes in equity
Dividends - (1,568,400 ) (1,568,400 )
Total comprehensive income - 3,688,239 3,688,239
Balance at 30 November 2024 198 9,538,060 9,538,258

Changes in equity
Dividends - (3,939,478 ) (3,939,478 )
Total comprehensive income - 3,785,793 3,785,793
Balance at 31 December 2025 198 9,384,375 9,384,573

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

1. STATUTORY INFORMATION

SHD Composite Materials Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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


2. ACCOUNTING POLICIES

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

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

• the requirements of Section 7 Statement of Cash Flows;
• the requirement of paragraph 33.7.

Turnover
Turnover from the sale of composite materials is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on despatch of goods.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Improvements to property - 10% on cost
Plant and machinery - 15% on reducing balance
Fixtures and fittings - 15% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 25% on reducing balance

Tangible fixed assets are held at cost less depreciation and impairments.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Stocks
Stocks are stated at the lower of cost and fair value less costs to complete and sell after making due allowance for slow moving and obsolete items.

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has chosen to adopt the FRS 102 in respect of financial instruments.

Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the income statement.

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

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

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

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


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

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

2. ACCOUNTING POLICIES - continued

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

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

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Government grants
Revenue grants are recognised as income in the profit and loss account over the period necessary to match them with the related costs that they are intended to compensate the company for.

Capital grants are deferred in the period the asset is acquired. The deferred grants are then released against the useful economic lives of the assets. In this way the benefit of the grant is spread over the full expected useful life of the asset.

Critical accounting judgements and estimation uncertainty
Due to the relatively straightforward nature of the company and its operations, there are not believed to be any significant estimates or accounting judgements applied in the preparation of these financial statements.

3. REVENUE

The revenue and profit before taxation are attributable to the one principal activity of the company.

An analysis of revenue by geographical market is given below:

Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
United Kingdom 25,244,208 22,245,240
Europe 3,567,690 3,958,184
United States of America 635,846 658,880
Asia 1,374,333 1,422,218
Oceania 293,253 421,481
31,115,330 28,706,003

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

4. EMPLOYEES AND DIRECTORS
Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Wages and salaries 4,702,357 3,541,238
Social security costs 605,627 323,936
Other pension costs 254,699 194,470
5,562,683 4,059,644

The average number of employees during the period was as follows:
Period
1.12.24
to Year Ended
31.12.25 30.11.24

Production 29 30
Sales, research and administration 58 55
87 85

Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Directors' remuneration 797,904 145,893

Information regarding the highest paid director for the period ended 31 December 2025 is as follows:
Period
1.12.24
to
31.12.25
£   
Emoluments etc 228,982

5. OPERATING PROFIT

The operating profit is stated after charging:




Period
1.12.24
to
31.12.25




Year
ended
31.11.24
££
Hire of plant and machinery114,10663,011
Depreciation 257,933209,075
Loss on disposal of fixed assets10,6385,232
Auditor's remuneration 23,58522,250

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Bank interest 5,102 7,743
Hire purchase interest 5,274 5,232
10,376 12,975

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Current tax:
UK corporation tax 635,269 1,026,794
Adjustment re previous years (126,831 ) 64,912
Total current tax 508,438 1,091,706

Deferred tax 77,872 63,546
Tax on profit 586,310 1,155,252

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Profit before tax 4,372,103 4,843,491
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2024 - 25%)

1,093,026

1,210,873

Effects of:
Expenses not deductible for tax purposes 29,095 1,099
Capital allowances in excess of depreciation (82,357 ) (59,798 )
Adjustments to tax charge in respect of previous periods (126,831 ) 64,912
Deferred tax movement 77,872 63,546
Income from shares in group undertakings (29,625 ) (21,342 )
Group relief (274,647 ) (104,038 )
R&D enhanced expenditure (100,223 ) -


Total tax charge 586,310 1,155,252

8. DIVIDENDS
Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
B Ordinary shares of £1 each
Interim 358,888 743,400
A Ordinary shares of £0.01 each
Interim 3,580,590 825,000
3,939,478 1,568,400

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

9. PROPERTY, PLANT AND EQUIPMENT
Improvements Fixtures
to Plant and and
property machinery fittings
£    £    £   
COST
At 1 December 2024 160,928 2,292,825 79,436
Additions 37,893 320,845 3,395
Disposals - (22,056 ) (21,434 )
At 31 December 2025 198,821 2,591,614 61,397
DEPRECIATION
At 1 December 2024 95,931 1,191,449 43,695
Charge for period 13,137 186,547 4,824
Eliminated on disposal - (52 ) (12,127 )
At 31 December 2025 109,068 1,377,944 36,392
NET BOOK VALUE
At 31 December 2025 89,753 1,213,670 25,005
At 30 November 2024 64,997 1,101,376 35,741

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 December 2024 166,615 206,347 2,906,151
Additions - 324,660 686,793
Disposals - (3,687 ) (47,177 )
At 31 December 2025 166,615 527,320 3,545,767
DEPRECIATION
At 1 December 2024 62,690 96,892 1,490,657
Charge for period 24,883 28,541 257,932
Eliminated on disposal - (2,306 ) (14,485 )
At 31 December 2025 87,573 123,127 1,734,104
NET BOOK VALUE
At 31 December 2025 79,042 404,193 1,811,663
At 30 November 2024 103,925 109,455 1,415,494

The net book value of property, plant and equipment includes £ 98,599 (2024 - £ 120,234 ) in respect of assets held under hire purchase contracts and finance leases.

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

10. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 December 2024
and 31 December 2025 6,522
NET BOOK VALUE
At 31 December 2025 6,522
At 30 November 2024 6,522

11. INVENTORIES
2025 2024
£    £   
Raw materials 3,798,517 4,254,312
Finished goods 539,067 701,493
4,337,584 4,955,805

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Trade debtors 4,185,282 5,074,571
Amounts owed by group undertakings 2,457,764 3,763,254
Prepayments and accrued income 236,997 215,673
6,880,043 9,053,498

In 2025 (£435,411) (2024 - £990,263) has been raised against trade debtors through RBS Invoice Financing and RBS Invoice Financing Euro accounts.

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Invoice financing (see note 15) 97,790 990,263
Hire purchase contracts and finance leases (see note 16)
16,403

38,543
Trade creditors 2,551,131 3,032,717
Taxation 185,443 429,862
Other taxes and social security 282,217 77,267
VAT 850,961 356,294
Other creditors 53,344 48,559
Accrued expenses 419,708 537,708
Deferred government grants 77,911 93,071
4,534,908 5,604,284

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2025 2024
£    £   
Hire purchase contracts and finance leases (see note 16)
40,276

58,009

15. INVOICE FINANCING ARRANGEMENTS

An analysis of the maturity of invoice financing arrangements is given below:

2025 2024
£    £   
Amounts falling due within one year or on demand:
Invoice financing 97,790 990,263

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts Finance leases
2025 2024 2025 2024
£    £    £    £   
Net obligations repayable:
Within one year 6,000 29,092 10,403 9,451
Between one and five years 15,500 22,000 24,776 36,009
21,500 51,092 35,179 45,460

17. SECURED DEBTS

The following secured debts are included within creditors:

2025 2024
£    £   
Hire purchase contracts and finance leases 56,679 96,552
RBSIF and RBSIF Euro accounts (435,411 ) 990,263
(378,732 ) 1,086,815

The RBSIF and RBSIF Euro accounts are secured against the trade debtors.

Hire purchase contracts and finance leases are secured against the assets to which they relate.

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

18. FINANCIAL INSTRUMENTS

The company has the following financial instruments:

2025 2024
£ £
Financial assets that are debt instruments measured at amortised cost
Trade debtors 4,185,282 5,074,571
Amounts owed by group undertakings 4,153,163 3,763,255

Financial liabilities measured at amortised cost
Invoice discounting facility (435,411 ) 990,263
Trade creditors 2,551,129 3,032,718
Taxation 185,443 593,866
Other taxes and social security 282,217 77,267
Other creditors 53,344 48,559


There is no interest income or expense for financial assets and liabilities that are not measured at fair value through profit and loss.

19. PROVISIONS FOR LIABILITIES
2025 2024
£    £   
Deferred tax
Accelerated capital allowances 412,216 334,344

Deferred
tax
£   
Balance at 1 December 2024 334,344
Provided during period 77,872
Balance at 31 December 2025 412,216

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
100 B Ordinary £1 100 100
9,800 A Ordinary £0.01 98 98
198 198

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

21. RESERVES
Retained
earnings
£   

At 1 December 2024 9,538,060
Profit for the period 3,785,793
Dividends (3,939,478 )
At 31 December 2025 9,384,375

The company's reserves represents cumulative profit and losses net off of dividends and other adjustments. Within reserves there are non-distributable reserves of £62,475 (2024 - £62,475) in relation to share premium and £2 (2024 - £2) in relation to capital redemption reserves.

22. OTHER FINANCIAL COMMITMENTS

The company has the following commitments due as follows:

20252024
££
Due in less than one year342,326128,112
Due between one and two years294,774117,194
Due between two and five years327,880138,350
964,980383,656

23. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity
2025 2024
£    £   
Sales 991,611 188,676
Purchases 52,065 54,429
Amount due from related party 104,301 674,152
Amount due to related party - 16,387

Entities over which the entity has control, joint control or significant influence
2025 2024
£    £   
Sales 1,941,434 2,927,999
Purchases 77,727 -
Amount due from related party 1,191,985 1,776,308

Other related parties
2025 2024
£    £   
Sales 645,100 841,331
Purchases 122,370 -
Amount due from related party 1,161,478 1,329,181

SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

23. RELATED PARTY DISCLOSURES - continued

During the period, a total of key management personnel compensation of £ 797,904 (2024 - £ 145,893 ) was paid.

SHD Holdings Limited is regarded by the directors as being the company's ultimate parent company.

The registered office of SHD Holdings Limited is Unit 4, The Reservation, Sleaford, NG34 7BY.

24. ULTIMATE CONTROLLING PARTY

The immediate parent company is SHD Holdings Limited (registered number 10266695), a company registered in England and Wales.

The smallest and largest group in which the results of the Company are consolidated is that headed by SHD Holdings Limited. The consolidated financial statements of the group for the year ended 31 December 2025 are available to the public and may be obtained from Companies House.

The immediate parent company of SHD Holdings Limited is Cambium Biomaterials Inc, a company registered in the United States of America.

The Directors consider there to be no ultimate controlling party due to the distribution of shareholdings in Cambium Biomaterials Inc.