ACCOUNTS - Final Accounts preparation

Operating loss

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

Registered number: 04250061

VTL GROUP (HOLDINGS) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

VTL GROUP (HOLDINGS) LIMITED

COMPANY INFORMATION

Directors	Mr M J Baunton
	Mr C T Elliott
	Mr B Jouan
	Mr M T Rigby


Company secretary	Mr S J Haigh


Registered number	04250061


Registered office	St. Thomas Road
	Huddersfield
	West Yorkshire
	HD1 3LG


Independent auditors	AAB Audit & Accountancy Limited
	Gresham House
	5-7 St Pauls Street
	Leeds
	LS1 2JG

VTL GROUP (HOLDINGS) LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 5
Independent auditors' report	6 - 9
Consolidated statement of comprehensive income	10
Consolidated balance sheet	11
Company balance sheet	12
Consolidated statement of changes in equity	13
Company statement of changes in equity	13
Consolidated statement of cash flows	14 - 15
Consolidated analysis of net debt	15
Notes to the financial statements	16 - 38

VTL GROUP (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their strategic report for VTL Group (Holdings) Limited (“the Company”) and for its consolidated subsidiaries (“the Group”) for the year ended 31 December 2025.

Business review

The Group’s principal activity during the year was that of delivering high-specification components and assemblies within the passenger car and commercial vehicle powertrain sector. Turnover for the year was £17,183k (prior year: £23,529), a decrease of 26%, and the Group reported an operating loss of £2,938k (prior year: (£315k)). The significant deterioration of turnover is led by difficult trading markets in the sector, particularly in the US where the uncertainty around tariff policies has led to customers revisiting their supplier base. Operating losses include a fixed asset impairment of £1.27m and an inventory write-off of £520k. These adjustments have been made following the decision to wind down the company.

At the year end the Group had net assets of £1,590k inclusive of net bank debt of (£1,572k).

Principal risks and uncertainties facing the business

Following the decision to cease trading, the principal risks and uncertainties facing the Group are:

∙Realisation of assets. The amounts recovered from the sale of plant and equipment, stock, receivables and intellectual property may differ from the carrying values in the financial statements, particularly where assets are sold in a short timescale. Fixed assets and stock have been impaired to their estimated realisable values.

∙Sufficiency of funds to meet liabilities. The Directors expect all liabilities to be settled in full.

∙Wind-down costs and contingent liabilities. Redundancy, lease exit, contract termination and professional costs may exceed provisions. Guarantees, indemnities, warranty claims and disputes may crystallise as a result of the cessation. See Note 24.

∙Lenders and financing. All fixed term debt has been repaid since the year end. Some revolving debt remains but this is fully secured on current receivables. It is not believed that there will be any bad debts.

∙Employees and pensions. All employees will receive a minimum of statutory redundancy pay. The company offers a defined contribution pension scheme which is up to date and all contributions will be paid over to the scheme. It is expected that all statutory obligations will be met.

∙Customers, suppliers and continuity. Customers and suppliers may terminate arrangements, withhold payment or bring claims, which could reduce recoveries or increase costs.

Page 1

VTL GROUP (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Key performance indicators

The Directors used the following measures to monitor performance during the year. Because trading has ceased, these will not be used going forward.

Future Developments

The Group will not trade beyond 31st December 2026. The Directors expect the wind down to be completed by 31 May 2027. During this period the Directors’ priorities are to realise assets at the best available value, settle liabilities in accordance with their legal priority, meet obligations to employees and complete the closure of the Group’s sites and contracts.

This report was approved by the board on 30 September 2026 and signed on its behalf.

Mr B Jouan

Director

Page 2

VTL GROUP (HOLDINGS) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The loss for the year, after taxation, amounted to £3,259 thousand (2024 - £840 thousand).

The directors do not recommend payment of a dividend.

Directors

The directors who served during the year and up to the date of this report were:

Mr M J Baunton

Mr C T Elliott

Mr B Jouan

Mr M T Rigby

Page 3

VTL GROUP (HOLDINGS) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Going Concern

Following the year end, the Directors resolved to cease the Group's operations and to commence an orderly wind-down of its business. In reaching this decision, the Directors considered the Group's financial position, its future prospects, and the interests of its shareholders and creditors.

The Directors confirm that this is a solvent, voluntary wind-down and not one driven by financial distress. On the basis of the information available to them, the Directors are satisfied that the Group is able to realise its assets and settle all known liabilities in full, in the normal course of the wind-down, and that no shortfall to creditors is anticipated. Accordingly, the Directors do not consider it necessary or appropriate to place the Group into insolvency, administration, or similar proceedings.

As a result of this decision, the Directors consider that it is no longer appropriate to prepare the financial statements on a going concern basis. The financial statements have therefore been prepared on a basis other than going concern, as explained further in the notes to the financial statements, under which:

∙assets are stated at their estimated net realisable value, being the amount expected to be received on realisation;

∙liabilities are stated at the amounts expected to be required to settle them, including the estimated costs of completing the wind-down; and

∙no adjustment has been made to reclassify assets and liabilities as current or non-current, given the timeframe of the wind-down.

The Directors will continue to monitor the Group's financial position throughout the wind-down process and will take such further steps as may be necessary to protect the interests of the Group's creditors and shareholders

Matters covered in the Group Strategic Report

The Group has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

On 21 January 2026 after the year end, the Board took the decision to cease operations of the US subsidiary due to the difficult trading conditions in the US which had been exacerbated by the uncertainty around the impact of the new customs tariffs. Whilst the UK business continued to operate early in 2026, the final decision that the entire Group (US and UK subsidiaries and the Holding Company) would cease trading also was made on the 12 August 2026. This is due to declining sales in the current year, very poor trading conditions on the horizon (2027 and beyond) which has led to a declining order book and lack of any new business. The Group intends to wind down its operations in an orderly manner, realise its assets and settle its liabilities as far as possible

As a result, the financial statements have not been prepared on a going concern basis. They have been prepared on a basis other than going concern, as explained in Note 2.1 (basis of preparation) and Note 28 (post balance sheet events).

Page 4

VTL GROUP (HOLDINGS) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 September 2026 and signed on its behalf.

Mr B Jouan

Director

Page 5

VTL GROUP (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VTL GROUP (HOLDINGS) LIMITED

Opinion

We have audited the financial statements of VTL Group (Holdings) Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 31 December 2025 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Emphasis of matter – Basis of preparation

We draw attention to Note 2.1 and Note 2.3 to the financial statements, which explains that, subsequent to the year end, the Directors resolved to cease trading and undertake an orderly wind-down of the Group's operations. As a result, the Directors consider it no longer appropriate to prepare the financial statements on a going concern basis. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 2.1.

Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have evaluated the Directors' assessment of the planned wind-down of the Group, including the expected realisation of assets, settlement of liabilities and the appropriateness of the alternative basis of preparation adopted. We also assessed whether the related disclosures in the financial statements remain appropriate.

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

Page 6

VTL GROUP (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VTL GROUP (HOLDINGS) LIMITED (CONTINUED)

Other information

The other information comprises the information included in the annual report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.

Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report 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 Directors' report.

We have nothing to report in respect of the following matters in relation to which 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 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 Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 7

VTL GROUP (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VTL GROUP (HOLDINGS) LIMITED (CONTINUED)

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. 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 Group and parent 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, UK Taxation legislation, health and safety & employment law.

We identified the greatest risk of material impact on the financial statements from irregularities including fraud to
be:

∙Management override of controls to manipulate the Group and parent Company’s key performance indicators to meet targets

∙Timing of revenue recognition.

∙Management judgement applied in calculating provisions

∙Compliance with relevant laws and regulations which directly impact the financial statements and those that the Group and parent Company’s needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included:

∙Testing of journal entries and other adjustments for appropriateness.

∙Testing a sample of sales in the period around the year end date to determine if sales were recognised in the appropriate year.

∙Evaluating the business rationale of significant transactions outside the normal course of business.

∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias.

∙Enquiries of management about litigation and claims and inspection of relevant correspondence.

∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations.

∙Analytical procedures to identify any unusual or unexpected trends or relationship;

∙Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Page 8

VTL GROUP (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VTL GROUP (HOLDINGS) LIMITED (CONTINUED)

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 Auditors' report.

Use of our report

This report is made solely to the Group and 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 Group and Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and Company and the Group and Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Helen Daniels LLB, FCA, CTA (Senior Statutory Auditor)

for and on behalf of

AAB Audit & Accountancy Limited

Statutory Auditor

Gresham House

5-7 St Pauls Street

Leeds

LS1 2JG

30 September 2026

Page 9

VTL GROUP (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£000	£000


Turnover	4	17,183	23,529
Cost of sales		(12,678)	(16,852)
Gross profit		4,505	6,677
Administrative expenses		(7,055)	(6,322)
Exceptional administrative expenses		(388)	(671)
Fair value movements		-	1
Operating loss	5	(2,938)	(315)
Interest receivable and similar income		8	-
Interest payable and similar expenses	9	(217)	(343)
Loss before taxation		(3,147)	(658)
Tax on loss	10	(112)	(182)
Loss for the financial year		(3,259)	(840)


Currency translation differences	173	(78)
Other comprehensive income for the year	173	(78)
Total comprehensive income for the year	(3,086)	(918)

(Loss) for the year attributable to:
Owners of the Parent Company	(3,259)	(840)
	(3,259)	(840)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 38 form part of these financial statements.

Page 10

VTL GROUP (HOLDINGS) LIMITED

REGISTERED NUMBER: 04250061

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£000		£000

Fixed assets
Tangible assets	12		1,115		3,270
			1,115		3,270
Current assets
Stocks	14	1,955		4,000
Debtors	15	2,749		3,248
Cash at bank and in hand	16	940		652
		5,644		7,900
Creditors: amounts falling due within one year	17	(4,926)		(5,620)
Net current assets			718		2,280
Total assets less current liabilities			1,833		5,550
Creditors: amounts falling due after more than one year	18		-		(242)
Provisions for liabilities
Deferred taxation	20	(3)		(410)
Other provisions	21	(240)		(222)
			(243)		(632)
Net assets			1,590		4,676

Capital and reserves
Called up share capital	22	62	62
Capital redemption reserve	23	28	28
Other reserves	23	5,178	5,005
Profit and loss account	23	(3,678)	(419)
		1,590	4,676

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2026.

Mr B Jouan

Director

The notes on pages 16 to 38 form part of these financial statements.

Page 11

VTL GROUP (HOLDINGS) LIMITED

REGISTERED NUMBER: 04250061

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£000		£000

Fixed assets
Investments	13		750		3,582
			750		3,582
Current assets
Debtors	15	387		107
Cash at bank and in hand	16	96		57
		483		164
Creditors: amounts falling due within one year	17	(294)		(333)
Net current assets/(liabilities)			189		(169)
Total assets less current liabilities			939		3,413

Creditors: amounts falling due after more than one year	18		-		(40)

Net assets			939		3,373

Capital and reserves
Called up share capital	22		62		62
Capital redemption reserve	23		28		28
Other reserves	23		3,667		3,667
Profit and loss account brought forward		(384)		(930)
Loss/(profit) for the year		(2,434)		546
Profit and loss account carried forward			(2,818)		(384)
			939		3,373

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2026.

Mr B Jouan

Director

The notes on pages 16 to 38 form part of these financial statements.

Page 12

VTL GROUP (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital redemption reserve	Other reserves	Profit and loss account	Total equity
	£000	£000	£000	£000	£000
At 1 January 2024	62	28	5,083	421	5,594
Comprehensive income for the year
Loss for the year	-	-	-	(840)	(840)
Currency translation differences	-	-	(78)	-	(78)

At 1 January 2025	62	28	5,005	(419)	4,676
Comprehensive income for the year
Loss for the year	-	-	-	(3,259)	(3,259)
Currency translation differences	-	-	173	-	173
At 31 December 2025	62	28	5,178	(3,678)	1,590

The notes on pages 16 to 38 form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital redemption reserve	Other reserves	Profit and loss account	Total equity
	£000	£000	£000	£000	£000
At 1 January 2024	62	28	3,667	(930)	2,827
Comprehensive income for the year
Profit for the year	-	-	-	546	546

At 1 January 2025	62	28	3,667	(384)	3,373
Comprehensive income for the year
Loss for the year	-	-	-	(2,434)	(2,434)
At 31 December 2025	62	28	3,667	(2,818)	939

The notes on pages 16 to 38 form part of these financial statements.

Page 13

VTL GROUP (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£000	£000

Cash flows from operating activities
Loss for the financial year	(3,259)	(840)
Adjustments for:
Depreciation of tangible assets	1,124	1,126
Impairment of fixed assets	1,272	-
Stock impairment	446	-
Gain on disposal of tangible assets	(26)	(202)
Interest paid	217	343
Interest received	(8)	-
Taxation charge	(112)	182
Decrease in stocks	1,598	443
Decrease in debtors	99	1,881
Decrease in creditors	(443)	(777)
Increase in provisions	279	71
Net fair value gains recognised in P&L	-	(1)
Corporation tax received	103	54
Net cash generated from operating activities	1,290	2,280

Cash flows from investing activities
Purchase of tangible fixed assets	(267)	(288)
Sale of tangible fixed assets	52	202
Interest received	8	-
Net cash from investing activities	(207)	(86)
Cash flows from financing activities
Repayment of loans	(670)	(2,057)
Repayment of other loans	(60)	(65)
Repayment of/new finance leases	(22)	(177)
Interest paid	(217)	(343)
Net cash used in financing activities	(969)	(2,642)
Net increase/(decrease) in cash and cash equivalents	114	(448)
Cash and cash equivalents at beginning of year	432	958

Page 14

VTL GROUP (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£000	£000


Foreign exchange gains and losses	174	(78)
Cash and cash equivalents at the end of year	720	432

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	940	652
Bank overdrafts	(220)	(220)
	720	432

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£000	£000	£000

Cash at bank and in hand	652	288	940
Bank overdrafts	(220)	-	(220)
Debt due after 1 year	(242)	242	-
Debt due within 1 year	(2,718)	488	(2,230)
Finance leases	(84)	22	(62)
	(2,612)	1,040	(1,572)

The notes on pages 16 to 38 form part of these financial statements.

Page 15

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

VTL Group (Holdings) Limited (the 'Company') is a private limited company domiciled and incorporated in England and Wales. The registered office is Main Works, St Thomas Road, Huddersfield, West Yorkshire,HD1 3LG.

The Group consists of VTL Group (Holdings) Limited and all of its subsidiaries.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements have been prepared on a basis other than going concern.

Following the year end, the Directors made the decision to cease trading and wind down the activities of the Group within 12 months of the approval of these financial statements. As a result of this decision, the directors consider that it is no longer appropriate to prepare the financial statements on a going concern basis.

Accordingly, the financial statements have been prepared on a basis other than going concern. Under this basis, assets are stated at their estimated recoverable amounts and liabilities are stated at the amounts expected to be settled during the wind-down of the Group's activities. The directors have reviewed the carrying value of the Group's assets and liabilities and have made such adjustments as they consider necessary to reflect the expected realisation of assets and settlement of year end liabilities in the normal course of the closure process.

As the decision to cease trading was made after the reporting date, no provision has been recognised at 31 December 2025 for redundancy costs or other closure costs, as this did not represent a legal or constructive obligation at that date. Similarly, no provision has been made for future operating, administration or wind-down costs expected to be incurred after the reporting date. An estimate of significant closure costs expected to arise following the reporting date is disclosed in Note 28.

The financial statements include all adjustments to assets and liabilities in existence at the balance sheet date that the directors consider necessary in respect of the planned cessation of trade based on the information available at the date of approval of the financial statements. The actual amounts realised from the disposal of assets and settled in respect of liabilities may differ from the estimates used in preparing these financial statements and such differences may be material.

The financial statements are prepared in sterling, which is the functional currency of the Group and Company. Monetary amounts in these financial statements have been rounded to the nearest £1,000.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3)

The Parent Company has taken advantage of the following disclosure exemptions in preparing these
financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in
the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

Page 16

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The directors have determined that the Group will cease operations and commence an orderly wind-down of its business during 2026, which is expected to be completed by 31 May 2027. Accordingly, as described in note 2.1 the going concern basis of preparation of the financial statements is no longer appropriate, and these financial statements have therefore been prepared on a basis other than going concern in accordance with UK FRS102 requirements.

The directors consider that the wind-down will be undertaken on a solvent basis. The Group expects to realise its assets and settle all known liabilities in full in the normal course of the wind down process, and does not anticipate any shortfall to creditors. The directors have no intention, nor do they consider there to be any requirement, for the Group to enter administration, insolvent liquidation or any other insolvency process.

Under the basis of accounting adopted:

∙assets are stated at their estimated recoverable amounts, being the amounts expected to be realised during the wind-down process;

∙liabilities are stated at the amounts expected to be paid in settlement of the Group's obligations; and

∙assets and liabilities are presented without distinction between current and non-current amounts as the Group is no longer considered to be a going concern.

The directors have assessed whether any adjustments were required to the carrying values of assets and liabilities as a result of the adoption of a basis other than going concern. Any material adjustments arising from that assessment have been reflected in these financial statements.

The directors have reviewed the anticipated realisation of assets and settlement of liabilities and consider that the Group has sufficient resources to settle all obligations as they fall due throughout the wind-down period.

Page 17

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Group and Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Machining

Machined sales are recognised at point in which ownership is transferred to customer on despatch.
Turnover is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of turnover can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 18

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 19

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold land and buildings	-	over an 8 year period
Leasehold improvements	-	over estimated useful lives of 4-5 years
Plant and machinery	-	over a 2-8 year period
Fixtures and fittings	-	over a 2-8 year period
Equipment	-	over a 2-8 year period

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Assets disclosed under constrcution in progress during the period are not depreciated until brought in use.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 20

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.16

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows 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 arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

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 objective evidence of impairment is found, a impairment loss is recognised in the Statement of Income and Retained Earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the
asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Page 21

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

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 Group 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.

2.19

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.20

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Page 22

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Assessing recoverable amounts of assets

In preparing the financial statements on a basis other than going concern, the directors have exercised judgement in assessing the recoverable amounts of the Group's assets and the expected settlement values of liabilities. This assessment has considered both internal and external sources of information, including expected disposal proceeds, market conditions, changes in the economic and legal environment, historical trading performance and information available from the Group's wind-down process. Where the estimated recoverable amount of an asset is lower than its carrying value, an impairment charge has been recognised in the financial statements.

Key sources of estimation uncertainty

The estimates and assumptions which have a heightened risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Determining recoverable amounts

The preparation of the financial statements on a basis other than going concern, requires management to estimate the recoverable amounts of assets and the settlement values of liabilities. These estimates are subject to inherent uncertainty and actual amounts realised may differ from those estimated.

Significant judgement is applied when determining the expected realisable values of assets. Where possible, these estimates are supported by external market evidence, disposal values, independent valuations and other available third-party information.

Provision for doubtful debts

The directors have exercised judgement in assessing the recoverability of trade receivables. Provisions are recognised where collection of amounts due is considered uncertain, taking into account customer-specific circumstances, payment history and other relevant information available at the reporting date.

Provision for obsolete stock

The directors have exercised judgement in assessing the recoverable value of inventory. Provisions are recognised where stock is considered obsolete, slow moving or is not expected to realise its carrying value on disposal. This assessment takes into account the nature of the stock, expected future demand and estimated realisation values under the Group's wind-down plan.

Determining residual values of plant and equipment

Judgement is applied by management when determining the expected disposal values of plant, machinery and equipment. Where possible, these estimates are based on external market evidence, including observable market prices and recent transactions for similar assets. The amounts ultimately realised may differ from those estimated due to market conditions and the timing of disposal.

Page 23

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£000	£000

Machining Sales	17,183	23,529
	17,183	23,529

Analysis of turnover by country of destination:

					2025	2024
					£000	£000

United Kingdom	2,758	3,865
Rest of Europe	2,961	3,124
Rest of the world	11,464	16,540
	17,183	23,529

Exchange differences	11	(9)
Research & development charged as an expense	-	100
Government grants	-	2
Impairment loss on tangible assets	1,272	-
Depreciation of tangible fixed assets	1,124	1,126
Stock impairment	520	-
Profit on disposal of tangible fixed assets	(26)	(202)
Other operating lease rentals	438	556

Page 24

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements and its subsidiaries	49	47
Fees payable to the Company's auditors and associates in respect of:
Taxation compliance services	5	5
All non-audit services not included above	6	6

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£000	£000	£000	£000


Wages and salaries	2,938	3,347	130	294
Social security costs	290	313	47	46
Cost of defined contribution scheme	193	204	69	35
	3,421	3,864	246	375

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Production	61	68	-	-
Administration	9	9	4	4

	70	77	4	4

Page 25

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Directors' remuneration
		2025	2024
		£000	£000


Remuneration for qualifying services	525	522
	525	522
Remuneration disclosed above includes the following amounts paid to the highest paid director:
Remuneration for qualifying services	267	292
	267	292

The above directors' remuneration relates to a total of three directors. The above directors are considered to be key management personnel.

9.	Interest payable and similar expenses
		2025	2024
		£000	£000

Bank interest payable	160	273
Other loan interest payable	6	9
Finance leases and hire purchase contracts	4	8
Other interest payable	47	53
	217	343

Corporation tax
Current tax on profits for the year	-	41
Adjustments in respect of previous periods	-	(152)

Total current tax	-	(111)

Deferred tax
Origination and reversal of timing differences	112	293
Total deferred tax	112	293


	Tax on loss	112	182

Page 26

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.Taxation (continued)

Loss on ordinary activities before tax

(3,147)

(658)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(787)	(165)
Effects of:
Non-tax deductible impairment	318	-
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	412	174
Capital allowances for year in excess of depreciation	-	13
Surrender of tax losses for Research and development	-	(152)
Release of deferred tax	112	-
Credit against other foreign taxes	-	(79)
Movement in deferred tax not recognised	57	391
Total tax charge for the year	112	182

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

11.	Exceptional items
		2025	2024
		£000	£000

	Exceptional costs	388	671
		388	671

Exceptional costs recognised during the year relate to a combination of redundancy expenses incurred in the early part of the year, legal and professional fees associated with a dispute involving a neighbouring property over a collapsing boundary wall, costs arising from the closure of Unit 2 and the consolidation of operations into Unit 1(dilapidation charges and other exit-related expenses) and other items that are not expected to recur frequently and considered to be outside the ordinary course of business.

In the prior year, exceptional costs related to redundancy costs.

Page 27


		VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

	12.	Tangible fixed assets
		Group

	Leasehold land and building	Leasehold improvements	Plant and machinery	Fixtures and fittings	Equipment	Construction In Progress	Total
	£000	£000	£000	£000	£000	£000	£000
Cost or valuation
At 1 January 2025	1,207	1,484	17,814	84	469	208	21,266
Additions	13	-	97	-	-	157	267
Disposals	(2)	-	(1,694)	-	(13)	-	(1,709)
At 31 December 2025	1,218	1,484	16,217	84	456	365	19,824
Depreciation
At 1 January 2025	978	1,418	15,058	84	458	-	17,996
Charge for the year on owned assets	125	18	889	-	2	-	1,034
Charge for the year on financed assets	-	-	90	-	-	-	90
Disposals	(1)	-	(1,669)	-	(13)	-	(1,683)
Impairment charge	-	-	907	-	-	365	1,272
At 31 December 2025	1,102	1,436	15,275	84	447	365	18,709
Net book value
At 31 December 2025	116	48	942	-	9	-	1,115
At 31 December 2024	229	66	2,756	-	11	208	3,270

Page 28

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Tangible fixed assets (continued)

The net book value of land and buildings may be further analysed as follows:
	2025	2024
	£000	£000

Long leasehold	117	230
Short leasehold	48	66
	165	296

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	2024
	£000	£000


Plant and machinery	232	437
	232	437

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 January 2025	3,582
	At 31 December 2025	3,582
	Impairment
	Charge for the period	2,832
	At 31 December 2025	2,832
	Net book value
	At 31 December 2025	750
	At 31 December 2024	3,582

Page 29

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	VTL Precision (Huddersfield) Ltd	St Thomas Rd, Huddersfield, HD1 3LG	Ordinary	100%
	VTL Group (USA) Inc.	9551 Palmetto commerce Parkway, Ladson, Charleston, SC 29456, USA	Ordinary	100%

Indirect subsidiary undertaking
The following was an indirect subsidiary undertaking of the Company from VTL Group (USA) Inc.:
Name	Registered office	Class of shares	Holding

VTL Precision (Charleston) Inc.

9551 Palmetto commerce Parkway, Ladson, Charleston, SC 29456, USA

Ordinary

100%

14.	Stocks
		Group	Group
		2025	2024
		£000	£000

Raw materials and consumables	1,239	1,150
Work in progress	342	608
Finished goods and goods for resale	374	2,242
	1,955	4,000

	The difference between purchase price or production cost of stocks and their replacement cost is not material.
	The Company has no stock.

Page 30

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£000	£000	£000	£000

Due after more than one year
Deferred tax asset	-	320	-	-
Due within one year
Trade debtors	2,432	2,595	-	-
Tax recoverable	1	81	-	-
Amounts owed by group undertakings	-	-	379	82
Other debtors	109	41	3	8
Prepayments and accrued income	207	211	5	17
	2,749	3,248	387	107

16.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Cash at bank and in hand	940	652	96	57
Less: bank overdrafts	(220)	(220)	(136)	-
	720	432	(40)	57

Page 31

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Bank overdrafts	220	220	136	-
Bank loans	2,190	2,658	-	-
Obligations under finance lease and hire purchase contracts	62	84	-	-
Other borrowings	40	60	40	60
Trade creditors	1,489	1,228	26	202
Corporation tax	21	23	-	-
Other taxation and social security	161	73	18	12
Other creditors	-	467	-	-
Accruals and deferred income	743	807	74	59
	4,926	5,620	294	333

Included within bank loans are invoice finance liabilitiesof £298,343 (2024 - £306,191) secured upon the debtors to which they relate, bank borrowings and notes payable relating to equipment financing arrangements.

The bank loan bears interest at 6.83% per annum and is repayable on 30 June 2026. Other loans relate to a Coronavirus Business Interruption Loan Scheme ("CBILS") loan. The loan was interest-free until 31 July 2021, after which interest accrued at Bank of England base rate plus 3.99% per annum. The loan is repayable in full by 31 July 2026.

HSBC Bank PLC holds a fixed charge debenture over all the present freehold and leasehold property and a floating charge over all assets and undertakings, both present and future, of the Group. Notes payable relating to equipment financing arrangements are secured over the assets financed together with certain other assets of the Group.

The Group has given a guarantee to HM Revenue & Customs in the sum of £80,000.

18.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Bank loans	-	202	-	-
Other borrowings	-	40	-	40
	-	242	-	40

Page 32

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Amounts falling due within one year
Bank loans	2,190	2,658	-	-
Other loans	40	60	40	60
	2,230	2,718	40	60
Amounts falling due 1-2 years
Bank loans	-	202	-	-
Other loans	-	40	-	40
	-	242	-	40


	2,230	2,960	40	100

20.	Deferred taxation
	Group

	2025	2024
	£000	£000

At beginning of year	(90)	203
Charged to profit or loss	87	(293)
At end of year	(3)	(90)

Page 33

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.Deferred taxation (continued)

Company

	2025	2024

At beginning of year	-	293
Charged to profit or loss	-	(293)
At end of year	-	-

The deferred tax balance is made up as follows:
	Group	Group	Company	Company
	2025	2024	2025	2024
	£000	£000	£000	£000

Accelerated capital allowances	-	240	-	-
Tax losses carried forward	-	148	-	-
Pension surplus	-	30	-	-
Deferred capital allowances	(3)	(508)	-	-
	(3)	(90)	-	-

Comprising:
Asset - due after one year	-	320	-	-
Liability	(3)	(410)	-	-
	(3)	(90)	-	-

21.	Provisions
	Group

		Dilapidations
		£000

	At 1 January 2025	222
	Charged to profit or loss	18
	At 31 December 2025	240

Provisions for dilapidations relate to Unit 1, St. Thomas Road, Huddersfield HD1 3LG.

The Company had no provisions at the reporting date.

Page 34

VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Share capital
		2025	2024
		£000	£000

Allotted, called up and fully paid

53,940 (2024 - 53,940) Ordinary shares shares of £1.00 each	54	54
7,440 (2024 - 7,440) Ordinary A shares shares of £1.00 each	7	7
620 (2024 - 620) Ordinary B shares shares of £1.00 each	1	1
300 (2024 - 300) Ordinary C shares shares of £0.01 each	-	-

	62	62

A Ordinary shares are entitled to receive an enhanced participating dividend in priority to holders of Ordinary or B Ordinary shares amounting to 10% of the net profits arising in any given financial year.

Subject to the consent of the holders of at least 50% of the equity shares, a further dividend of maximum sum equal to 30% of the net profits arising may be distributed in proportion amongst the holders of Ordinary, A Ordinary and B Ordinary shareholders.

Ordinary, A Ordinary and B Ordinary shareholders all have the right to vote at any general meeting of the company.

C Ordinary shares are not eligible for participation in any distribution of profits, nor do they attract any voting rights.

23.

Reserves

Other reserves

Other reserves includes an equity reserve option from prior year and translation reserves due to foreign

exchange balances

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VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.	Financial commitments, guarantees and contingent liabilities

There is a Composite Company Limited Multilateral Guarantee dated 17 January 2008 given by all VTL Group (Holdings) Limited group companies in respect of the bank facilities. The net amount owed to the Group's bankers on the facilities at the balance sheet date is £1,572,000 (2024: £2,612,000).

The Company invested in Big Screen Productions 12 LLP and Big Screen Productions 16 LLP in 2009 and 2010 respectively.

Historically, both partnerships generated profits which may ultimately be subject to corporation tax either at partnership level prior to distribution or at member level on receipt, depending on the final resolution of long-running discussions between HMRC and Ingenious (the promoter of the schemes).

During 2024 the film library assets were sold and, as a result, no further profits are expected to accrue from the underlying film rights. However, distributions relating to profits generated in previous years, together with proceeds from the film rights sale, continue to be withheld pending finalisation of the settlement process with HMRC.

Subsequent to the year end, Ingenious announced that HMRC had accepted the principles of a proposed settlement framework for the Big Screen Production partnerships. Under this framework, members are expected to remain entitled to certain distributions, including proceeds from the sale of film rights, although the final amounts receivable and any associated tax liabilities have yet to be agreed and quantified for individual investors.

Accordingly, no asset has been recognised in respect of potential distributions and no liability has been recognised in respect of any associated tax exposure. The directors consider that the outcome remains insufficiently certain at the balance sheet date to permit reliable measurement. However, it is expected that a net asset will ultimately be realised.

25.	Pension commitments

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £193,000 (2024: £204,000).

At the reporting date, the Group and parent Company owed £13,000 (2024: £13,000) to the pension scheme.

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VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

26.	Commitments under operating leases
	At 31 December 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£000	£000

Not later than 1 year	463	568
Later than 1 year and not later than 5 years	854	1,315
	1,317	1,883

The operating lease commitment includes a number of lease arrangements and reflects the obligations in place at the balance sheet date.

For the UK subsidiary, the most significant commitments relate to two property leases(Unit 1 and Unit 2). The lease for Unit 1 in place at 31 December 2025 remained effective until its contractual expiry on 2 June 2026. Following expiry, the lease was extended for a further 12-month period to 2 June 2027 to allow the Company to continue occupying the premises while dilapidation works are completed.The lease for Unit 2 was sublet to a third party on 1 August 2025. This lease was fully surrendered on 1 July 2026.

For the US subsidiary, subsequent to the year end, the Group entered into a lease termination and settlement agreement in respect of its US property, under which all remaining obligations under the lease will be settled for $270,000.

Accordingly, the operating lease commitments disclosed represent the Group's contractual obligations at 31 December 2025 and do not reflect the impact of these post year-end events.

The Company had no commitments under non-cancellable operating leases at the balance sheet date.

27.

Related party transactions

During the year, the Group paid rent of £250,000 (2024: £248,000) to the VTL Holdings Limited Retirement Benefit Scheme, a pension scheme for the benefit of the directors B Jouan and C Elliott.

Advantage has been taken of the exemption under Financial Reporting Standard 102 not to disclose transactions and balances within the group, on the grounds that all the voting rights of the company are controlled by VTL Group (Holdings) Limited.

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VTL GROUP (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

28.	Post balance sheet events

Whilst the Board believes it will have sufficient funds to meet all its liabilities, it will incur a number of exceptional costs as a result of the wind down. These costs include redundancy costs, lease exit, contract termination fees and professional costs.

The costs associated with the wind-down are estimated at approximately £608k and are expected to be
met from surplus cash generated during the wind-down process.

The Directors do not expect there to be a shortfall to creditors as a result of the wind down.

29.	Controlling party

The Directors are of the opinion that there is no individual ultimate controlling party.

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