REGISTERED NUMBER: 02810365 (England and Wales)

GREENFAB LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Statement of Cash Flows

13

Notes to the Statement of Cash Flows

14

Notes to the Financial Statements

16

DIRECTORS:

A L Turner

J A E Turner

Mrs C A Pages

D A Turner

M Lucas

Mrs R H Rodd

SECRETARY:

Mrs C A Pages

REGISTERED OFFICE:

The Mill Industrial Park

Kings Coughton

Alcester

Warwickshire

B49 5QG

REGISTERED NUMBER:

02810365 (England and Wales)

SENIOR STATUTORY AUDITOR:

Richard James Beresford FCCA

AUDITORS:

Charles Lovell & Co Limited

Chartered Certified Accountants

and Statutory Auditors

8 Church Green East

Redditch

Worcestershire

B98 8BP

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The challenges experienced during the preceding four years have continued to have a significant impact on the overall business.

However, despite ongoing supply chain disruption, shortages of skilled labour and over-capacity within the market, sales increased by 12.7% during the year. The French and German markets have also shown improvement.

The two new products introduced by the company are taking longer than anticipated to become established in the market. However, the move towards direct selling across a wider area of the UK has had a positive impact on sales.

As reported in the 2024 Strategic Report, management's continued focus on reducing Bill of Materials (BOM) costs, together with direct selling in certain areas, has resulted in an improvement in margins.

PRINCIPAL RISKS AND UNCERTAINTIES

Trading conditions remain challenging, with significant competition from the other two UK manufacturers and reduced overall demand within the market.

The company's move towards a more direct route to market is having a significant positive impact on UK sales, resulting in increases in both overall sales volumes and margins. Management expects this improvement to continue.

ON BEHALF OF THE BOARD:

Director

23 September 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the manufacture and sale of chipping and shredding machines.

DIVIDENDS

An interim dividend of 0.1429 per share was paid on 18 December 2025. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £ 114,300 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

A L Turner

J A E Turner

Mrs C A Pages

D A Turner

M Lucas

Mrs R H Rodd

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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

AUDITORS

The auditors, Charles Lovell & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A L Turner - Director

23 September 2026

Opinion

We have audited the financial statements of Greenfab Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

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 page three, 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.

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:

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud and error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the nature of the industry and the sector in which they operate. We determined that the following laws and regulations were most significant; the Companies Act 2006 and UK corporate taxation laws.

- We obtained an understanding of how the Company are complying with those legal and regulatory frameworks by making inquiries with the management of the Company and the Group's audit department.

- We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the Audit engagement team included:

- identifying and assessing the design effectiveness of controls that management has in place to

prevent and detect fraud.

- understanding how those charged with governance considered and addressed the potential for

override of controls or other inappropriate influence over the financial reporting process.

- challenging assumptions and judgements made by management in its significant accounting

estimates.

- identifying and testing journal entries and performing analytical procedures to identify any unusual

or unexpected relationships that may indicate risks of material misstatement due to fraud.

- assessing the extent of compliance with the relevant laws and regulations.

- We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

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.

Richard James Beresford FCCA (Senior Statutory Auditor)

for and on behalf of Charles Lovell & Co Limited

Chartered Certified Accountants

and Statutory Auditors

8 Church Green East

Redditch

Worcestershire

B98 8BP

23 September 2026

TURNOVER

3

10,414,639

9,220,829

Cost of sales

6,382,911

5,418,266

GROSS PROFIT

4,031,728

3,802,563

Distribution costs

244,978

289,585

Administrative expenses

4,524,695

4,556,008

4,769,673

4,845,593

(737,945

)

(1,043,030

)

Other operating income

4

353,000

7,000

OPERATING LOSS

6

(384,945

)

(1,036,030

)

Interest receivable and similar income

5,744

10,780

(379,201

)

(1,025,250

)

Interest payable and similar expenses

7

31,416

38,925

LOSS BEFORE TAXATION

(410,617

)

(1,064,175

)

Tax on loss

8

52,845

(92,446

)

LOSS FOR THE FINANCIAL YEAR

(463,462

)

(971,729

)

LOSS FOR THE YEAR

(463,462

)

(971,729

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(463,462

)

(971,729

)

FIXED ASSETS

Tangible assets

10

696,348

952,274

Investments

11

-

46,461

696,348

998,735

CURRENT ASSETS

Stocks

12

1,624,392

2,099,490

Debtors

13

2,350,688

2,508,938

Cash at bank and in hand

1,141,008

828,703

5,116,088

5,437,131

CREDITORS

Amounts falling due within one year

14

3,046,517

2,919,887

NET CURRENT ASSETS

2,069,571

2,517,244

TOTAL ASSETS LESS CURRENT LIABILITIES

2,765,919

3,515,979

CREDITORS

Amounts falling due after more than one year

15

(153,422

)

(376,808

)

PROVISIONS FOR LIABILITIES

18

(51,088

)

-

NET ASSETS

2,561,409

3,139,171

CAPITAL AND RESERVES

Called up share capital

19

800,100

800,100

Retained earnings

20

1,761,309

2,339,071

SHAREHOLDERS' FUNDS

2,561,409

3,139,171

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 23 September 2026 and were signed on its behalf by:

J A E Turner - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

800,100

3,310,800

4,110,900

Changes in equity

Total comprehensive income

-

(971,729

)

(971,729

)

Balance at 31 December 2024

800,100

2,339,071

3,139,171

Changes in equity

Dividends

-

(114,300

)

(114,300

)

Total comprehensive income

-

(463,462

)

(463,462

)

Balance at 31 December 2025

800,100

1,761,309

2,561,409

Cash flows from operating activities

Cash generated from operations

1

(1,485,056

)

(842,081

)

Interest element of hire purchase payments paid

(31,416

)

(38,925

)

Amounts owed to group undertakings

1,513,191

164,548

Amounts owed from group undertakings

176,679

553,993

Tax paid

(1,757

)

-

Net cash from operating activities

171,641

(162,465

)

Cash flows from investing activities

Purchase of tangible fixed assets

-

(103,302

)

Purchase of fixed asset investments

(659,663

)

-

Sale of intangible fixed assets

331,935

-

Sale of tangible fixed assets

242,898

31,274

Disposal of fixed asset investments

579,000

-

Interest received

5,744

10,780

Net cash from investing activities

499,914

(61,248

)

Cash flows from financing activities

Capital repayments in year

(243,456

)

(133,899

)

Amount introduced by directors

-

5,207

Amount withdrawn by directors

(1,494

)

-

Equity dividends paid

(114,300

)

-

Net cash from financing activities

(359,250

)

(128,692

)

Increase/(decrease) in cash and cash equivalents

312,305

(352,405

)

Cash and cash equivalents at beginning of year

2

828,703

1,181,108

Cash and cash equivalents at end of year

2

1,141,008

828,703

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

Loss before taxation

(410,617

)

(1,064,175

)

Depreciation charges

163,217

174,910

Profit on disposal of fixed assets

(355,000

)

(5,998

)

Finance costs

31,416

38,925

Finance income

(5,744

)

(10,780

)

(576,728

)

(867,118

)

Decrease/(increase) in stocks

475,098

(12,185

)

Increase in trade and other debtors

(1,353,447

)

(25,212

)

(Decrease)/increase in trade and other creditors

(29,979

)

62,434

Cash generated from operations

(1,485,056

)

(842,081

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,141,008

828,703

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

828,703

1,181,108

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

828,703

312,305

1,141,008

828,703

312,305

1,141,008

Debt

Finance leases

(591,680

)

243,456

(348,224

)

(591,680

)

243,456

(348,224

)

Total

237,023

555,761

792,784

1.	STATUTORY INFORMATION

Greenfab Limited 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.

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.

Management has concluded that the financial statements give a true and fair view of the entity’s financial position and financial performance and that it has complied with FRS 102 or applicable legislation. Greenfab Limited has not departed from a particular requirement of FRS 102 or applicable legislation to the extent necessary to give a true and fair view.

The financial statements have been prepared under the historical cost convention on a going concern basis.

The company has considered its cashflows for the next 12 months by discounting non cash expenses including depreciation from its profit and loss account and is confident that the company will meet its current obligations as they fall due.

The directors therefore consider it appropriate to prepare the accounts on the going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Greenfab Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Turner Group Holdings Limited, Mill House The Mill Industrial Park, Kings Coughton, Alcester, Warwickshire, United Kingdom, B49 5QG.

Turnover

Revenue from the sale of chipping and shredding machines is recognised in accordance with Section 23 of FRS 102 at the fair value of the consideration receivable, net of VAT, discounts and rebates. Revenue is recognised when control of the machines transfers to the customer, which is normally on delivery or when the machines are made available for collection in accordance with the contractual terms, provided that the significant risks and rewards of ownership have transferred, the amount of revenue can be measured reliably and it is probable that the economic benefits will flow to the company.

Tangible fixed assets

Tangible assets are initially measured at cost after initial recognition, tangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. 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.

Plant and machinery

- 15% and 10% on cost

Fixtures and fittings

- 19% and 15% on cost

Motor vehicles

- 25% on cost

Computer equipment

- 25% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued on a first in, first out basis at the lower of cost and net realisable value after making due allowance for obsolete and slow moving stock. Finished goods include all attributable overheads including direct labour and over overheads incurred in bringing the products to their present location and condition.

Financial instruments

The company enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans from banks.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and account receivables and payables, are initially measured at the transaction price (adjusted for transaction cost) and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangement constitutes a financing transaction, such as a trade debtor or creditor on extended credit terms, initial measurement is at the present value of future cash flows discounted at a market rate of interest. Subsequent measurement is at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If such evidence is identified, an impairment loss is recognised in the statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between carrying amount and the present value of estimated cash flows discounted at the original effective interest rate. If the financial instrument has a variable interest rate the currently effective rate under the contract is used.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset’s carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset, and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. At present, the company has not offset any items.

Taxation

Taxation for the year 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 year 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.

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.

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.

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

Government grants relating to fixed assets are treated as deferred income and released over the assets' useful lives. Grants relating to revenue expenditure are recognised in the profit and loss account in the period in which the relevant costs are incurred.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

59% (2024 : 69%) of the company's turnover is from export sales.

4.	OTHER OPERATING INCOME

31.12.25

31.12.24

£

£

Sundry receipts

348,000

-

Grants received

5,000

7,000

353,000

7,000

5.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

2,929,042

2,810,542

Social security costs

342,207

272,545

Other pension costs

337,191

118,675

3,608,440

3,201,762

The average number of employees during the year was as follows:

31.12.25

31.12.24

Administration

14

12

Production

74

75

88

87

Included in the above, the average number of administration employees by undertakings that we proportionately consolidated during the year was 3 (2023: 3).

31.12.25

31.12.24

£

£

Directors' remuneration

75,507

121,591

Directors' pension contributions to money purchase schemes

13,141

19,669

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

3

3