| REGISTERED NUMBER: |
| SHD COMPOSITE MATERIALS LTD |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1 DECEMBER 2024 TO 31 DECEMBER 2025 |
| REGISTERED NUMBER: |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| 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: |
| 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. |
| Other changes in directors holding office are as follows: |
| 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: |
| 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. |
| for and on behalf of |
| 18 Northgate |
| Sleaford |
| Lincolnshire |
| NG34 7BJ |
| 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 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 4,111,446 | 4,651,248 |
| Other operating income |
| OPERATING PROFIT | 5 |
| Income from shares in group undertakings |
| Interest receivable and similar income |
| 217,669 | 178,570 |
| 4,382,479 | 4,856,466 |
| Interest payable and similar expenses | 6 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 7 |
| PROFIT FOR THE FINANCIAL PERIOD |
| 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 |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
| SHD COMPOSITE MATERIALS LTD (REGISTERED NUMBER: 07078299) |
| STATEMENT OF FINANCIAL POSITION |
| 31 DECEMBER 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Property, plant and equipment | 9 |
| Investments | 10 |
| CURRENT ASSETS |
| Inventories | 11 |
| Debtors | 12 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 13 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Retained earnings | 21 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 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 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 30 November 2024 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2025 |
| 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 |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 |
| Improvements to property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| 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 |
| Europe |
| United States of America |
| Asia |
| Oceania | 293,253 | 421,481 |
| 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 |
| Social security costs |
| Other pension costs |
| 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 |
| Period |
| 1.12.24 |
| to | Year Ended |
| 31.12.25 | 30.11.24 |
| £ | £ |
| Directors' remuneration |
| 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 |
| 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 machinery | 114,106 | 63,011 |
| Depreciation | 257,933 | 209,075 |
| Loss on disposal of fixed assets | 10,638 | 5,232 |
| Auditor's remuneration | 23,585 | 22,250 |
| 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 |
| Hire purchase interest |
| 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 |
| Adjustment re previous years | (126,831 | ) | 64,912 |
| Total current tax |
| Deferred tax |
| Tax on profit |
| 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 |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | ( |
) | ( |
) |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| 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 |
| A Ordinary shares of £0.01 each |
| Interim |
| 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 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 December 2024 |
| Charge for period |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 30 November 2024 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 December 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 December 2024 |
| Charge for period |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 30 November 2024 |
| 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 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 30 November 2024 |
| 11. | INVENTORIES |
| 2025 | 2024 |
| £ | £ |
| Raw materials |
| Finished goods |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Prepayments and accrued income |
| 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) |
| Hire purchase contracts and finance leases (see note 16) |
| Trade creditors |
| Taxation |
| Other taxes and social security |
| VAT | 850,961 | 356,294 |
| Other creditors |
| Accrued expenses |
| Deferred government grants |
| 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) |
| 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 |
| 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 |
| Between one and five years |
| 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 |
| ( |
) |
| 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 |
| Provided during period |
| Balance at 31 December 2025 |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| B Ordinary | £1 | 100 | 100 |
| 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 |
| Profit for the period |
| Dividends | ( |
) |
| At 31 December 2025 |
| 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: |
| 2025 | 2024 |
| £ | £ |
| Due in less than one year | 342,326 | 128,112 |
| Due between one and two years | 294,774 | 117,194 |
| Due between two and five years | 327,880 | 138,350 |
| 964,980 | 383,656 |
| 23. | RELATED PARTY DISCLOSURES |
| 2025 | 2024 |
| £ | £ |
| Sales |
| Purchases |
| Amount due from related party |
| Amount due to related party |
| 2025 | 2024 |
| £ | £ |
| Sales |
| Purchases |
| Amount due from related party |
| 2025 | 2024 |
| £ | £ |
| Sales |
| Purchases |
| Amount due from related party |
| 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 £ |
| 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. |