REGISTERED NUMBER: 09231573 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

KELTA LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Statement of Financial Position

11

Company Statement of Financial Position

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Consolidated Statement of Cash Flows

16

Notes to the Consolidated Financial Statements

17

DIRECTOR:

P Mehta

REGISTERED OFFICE:

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

REGISTERED NUMBER:

09231573 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

The director presents his strategic report of the company and the group for the year ended 31 December 2025.

The trading results for the year and the group's financial position at the end of the year are shown in the attached financial statements.

REVIEW OF BUSINESS

Group turnover has decreased by $6.9m (20%) on the prior year to $28.2m.

Gross profit margin has increased by 2.2% from 16.1% to 18.3%.

The group has reported a net profit before tax of $3.3m compared to a profit of $4.0m in the prior period.

Total shareholders funds increased from $19.4m to $23.2m.

The group continues to work with its customers on the development of new products and service offerings to house new and evolving technologies. The group continues to invest and expand its operations, premises, manpower and machinery.

PRINCIPAL RISKS AND UNCERTAINTIES

Risk is a key element of the group's strategic management, whereby it addresses the risks attached to each of its activities. This is reflected in the group's Business Continuity plan, which incorporates Risk Tolerance Matrices, Business Impact Analyses and Action Plans.

Regular reviews of the group's Business Continuity plan, policies, quality control and health and safety procedures are undertaken as part of the group's risk management process.

In common with many manufacturing businesses the group continues to be exposed to the effects of global competition but focuses on providing quality products and solutions for its customers.

The group's activities expose it to a number of financial risks including liquidity risk and currency risk. The group does not use derivative financial instruments for speculative purposes.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for on-going operations and future developments, the group uses a mixture of long-term and short-term debt finance and equity funding and inter-company treasury management.

Currency risk

The group undertakes trading transactions in currencies other than US Dollars and has funding instruments denominated in foreign currency. The foreign exchange risk is managed by holding cash resources in foreign currency.

KEY PERFORMANCE INDICATORS

The group operates with a range of key performance indicators, the principal measures fall within the following categories; profitability, sales & customer service, resource & cost effectiveness. These are reviewed at regularly.

SIGNED BY ORDER OF THE DIRECTORS:

P Mehta - Director

21 September 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of design, manufacture and sale of engineered products and the holding of investments.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTOR

P Mehta held office during the whole of the period from 1 January 2025 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Shaw Gibbs (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

SIGNED BY ORDER OF THE DIRECTORS:

P Mehta - Director

21 September 2026

Opinion

We have audited the financial statements of Kelta Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 2025 and of the group's profit 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 director's 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 group's and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has 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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant Taxation legislation

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and the understatement of revenue. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing meeting minutes, regulatory correspondence and professional fees, detailed substantive testing on the completeness of income, and reviewing accounting estimates for biases.

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. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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.

Andrew Clifford (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

21 September 2026

TURNOVER

3

28,204,184

35,136,607

Cost of sales

23,036,933

29,486,884

GROSS PROFIT

5,167,251

5,649,723

Administrative expenses

2,440,740

2,217,030

2,726,511

3,432,693

Other operating income

4,466

4,328

OPERATING PROFIT

5

2,730,977

3,437,021

Interest receivable and similar income

609,245

548,334

PROFIT BEFORE TAXATION

3,340,222

3,985,355

Tax on profit

6

25,935

(47,969

)

PROFIT FOR THE FINANCIAL YEAR

3,314,287

4,033,324

Profit attributable to:

Owners of the parent

3,314,287

4,033,324

PROFIT FOR THE YEAR

3,314,287

4,033,324

OTHER COMPREHENSIVE INCOME/(LOSS)

Currency translation differences

526,091

(178,396

)

Other reserve movements

Income tax relating to other comprehensive income/(loss)

-

-

OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR, NET OF INCOME TAX

526,091

(178,396

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,840,378

3,854,928

Total comprehensive income attributable to:

Owners of the parent

3,840,378

3,854,928

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

1,508,593

1,340,306

Investments

10

-

-

1,508,593

1,340,306

CURRENT ASSETS

Stocks

11

3,684,609

3,925,475

Debtors

12

2,501,417

5,363,769

Cash at bank and in hand

17,994,320

13,439,696

24,180,346

22,728,940

CREDITORS

Amounts falling due within one year

13

2,085,430

4,355,423

NET CURRENT ASSETS

22,094,916

18,373,517

TOTAL ASSETS LESS CURRENT LIABILITIES

23,603,509

19,713,823

PROVISIONS FOR LIABILITIES

15

359,881

310,573

NET ASSETS

23,243,628

19,403,250

CAPITAL AND RESERVES

Called up share capital

16

1,555

1,555

Translation reserve

17

(459,699

)

(985,790

)

Retained earnings

17

23,701,772

20,387,485

SHAREHOLDERS' FUNDS

23,243,628

19,403,250

The financial statements were approved by the director and authorised for issue on 21 September 2026 and were signed by:

P Mehta - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

5,565,199

6,896,076

5,565,199

6,896,076

CURRENT ASSETS

Debtors

12

109,308

29,749

Cash at bank

17,569,124

12,477,424

17,678,432

12,507,173

NET CURRENT ASSETS

17,678,432

12,507,173

TOTAL ASSETS LESS CURRENT LIABILITIES

23,243,631

19,403,249

CAPITAL AND RESERVES

Called up share capital

16

1,555

1,555

Retained earnings

17

23,242,076

19,401,694

SHAREHOLDERS' FUNDS

23,243,631

19,403,249

Company's profit for the financial year

3,840,382

3,854,926

The financial statements were approved by the director and authorised for issue on 17 September 2026 and were signed by:

P Mehta - Director

Called up

share

Retained

Translation

Total

capital

earnings

reserve

equity

$

$

$

$

Balance at 1 January 2024

1,555

16,354,161

(807,394

)

15,548,322

Changes in equity

Total comprehensive income

-

4,033,324

(178,396

)

3,854,928

Balance at 31 December 2024

1,555

20,387,485

(985,790

)

19,403,250

Changes in equity

Total comprehensive income

-

3,314,287

526,091

3,840,378

Balance at 31 December 2025

1,555

23,701,772

(459,699

)

23,243,628

Called up

share

Retained

Total

capital

earnings

equity

$

$

$

Balance at 1 January 2024

1,555

15,546,768

15,548,323

Changes in equity

Total comprehensive income

-

3,854,926

3,854,926

Balance at 31 December 2024

1,555

19,401,694

19,403,249

Changes in equity

Total comprehensive income

-

3,840,382

3,840,382

Balance at 31 December 2025

1,555

23,242,076

23,243,631

Cash flows from operating activities

Cash generated from operations

1

4,313,749

3,847,553

Tax paid

(1,115

)

228

Net cash from operating activities

4,312,634

3,847,781

Cash flows from investing activities

Purchase of tangible fixed assets

(372,289

)

(101,366

)

Sale of tangible fixed assets

5,034

-

Interest received

609,245

548,334

Net cash from investing activities

241,990

446,968

Increase in cash and cash equivalents

4,554,624

4,294,749

Cash and cash equivalents at beginning of year

2

13,439,696

9,144,947

Cash and cash equivalents at end of year

2

17,994,320

13,439,696

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

2025

2024

$

$

Profit before taxation

3,340,222

3,985,355

Depreciation charges

264,605

323,134

Loss on disposal of fixed assets

27,920

-

Translation differences

455,907

(162,999

)

Finance income

(609,245

)

(548,334

)

3,479,409

3,597,156

Decrease/(increase) in stocks

240,866

(196,286

)

Decrease/(increase) in trade and other debtors

2,863,467

(857,062

)

(Decrease)/increase in trade and other creditors

(2,269,993

)

1,303,745

Cash generated from operations

4,313,749

3,847,553

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

17,994,320

13,439,696

Year ended 31 December 2024

31/12/24

1/1/24

$

$

Cash and cash equivalents

13,439,696

9,144,947

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

13,439,696

4,554,624

17,994,320

13,439,696

4,554,624

17,994,320

Total

13,439,696

4,554,624

17,994,320

1.	STATUTORY INFORMATION

Kelta 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 General Information page.

The presentation currency of the financial statements is the US Dollar ($).

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.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries an joint ventures) made up to 31 December each period. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Subsidiaries

Subsidiaries are fully consolidated from the date on which control is transferred to the group and de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

The consolidated financial statements incorporate the assets, liabilities and results of the following entities in accordance with the accounting policy described above:

Name of entity

Registered office

Country of incorporation

Class ofshares held

Equity holding %

Tii Technologies Limited

As Kelta Limited

UK

Ordinary

100

Eurocraft Technologies Limited

Cinderbank, Dudley DY2 9AE

UK

Ordinary

100

Tii Tecnologia Ltda

Brazil

Ordinary

100

Significant judgements and estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the individual accounting policies below.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2013, is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

- over the life of the lease

Plant and machinery

- 10% to 33.33% on cost

Fixtures and fittings

- 20% to 33.33% on cost

Motor vehicles

- 20% on cost

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

Depreciation methods, useful lives and residual values are reviewed at each period end. The selection of these residual values and estimated lives requires the exercise of judgement. The directors are required to assess whether there is an indication of impairment to the carrying value of assets. In making that assessment, judgements are made in estimating value in use. The director considers that the individual carrying values of assets are supportable by their value in use.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments

Cash and cash equivalents in the Statement of Financial Position comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income under administrative expenses.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

2025

2024

$

$

Sale of goods

28,204,184

35,136,607

28,204,184

35,136,607

An analysis of turnover by geographical market is given below:

2025

2024

$

$

United Kingdom

28,077,950

34,941,120

Europe

126,234

195,487

28,204,184

35,136,607

4.	EMPLOYEES AND DIRECTORS

2025

2024

$

$

Wages and salaries

5,546,606

6,237,989

Social security costs

544,457

480,550

Other pension costs

125,028

283,736

6,216,091

7,002,275

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

2025

2024

Office and management

9

10

Production and sales

115

117

124

127

The average number of employees by undertakings that were proportionately consolidated during the year was 124 (2024 - 127 ) .

2025

2024

$

$

Director's remuneration

-

-

5.	OPERATING PROFIT

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

2025

2024

$

$

Depreciation - owned assets

269,742

316,610

Loss on disposal of fixed assets

27,920

-

Auditors' remuneration

23,737

22,363

Foreign exchange differences

(495,744

)

(352,077

)