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

Polar Technology Holdings Limited is the holding company for Polar Technology Management Group Limited ("Polar Technology"). Polar Technology is a recognised leader in the design and manufacture of advanced composite and metallic products and solutions, serving a blue chip customer base.

The directors’ are pleased to announce that Polar Technology has secured additional growth capital from a new partner, Trive Capital Management LLC ("Trive"), through a majority equity investment. Trive, a US-based firm with existing UK portfolio companies, has a strong track record of partnering with management teams to unlock transformational opportunities and support long-term growth.

Trive represents an excellent strategic partner for the next phase of Polar Technology’s journey. With their support, the business will deliver significant growth over the coming years.

The directors are pleased to report continued revenues in 2025 with only a small decrease to £28.2m but an overall increase to gross profit levels both in actual and percentage terms along with EBITDA excluding one-off costs and financing charges maintained at 13%.

The business continues to perform well in 2026 with revenues and margins forecast to exceed 2025. This is supported by a strong order book and comprehensive pipeline and Polar are well placed to deliver sustained growth over the coming years. Polar is experiencing strong demand across key markets, notably aerospace and defence, driven by demand for Polar’s core capabilities in electrification and light-weighting and Polar’s competence in the design and manufacture of advanced composite and metallic products and solutions.

The business continues to invest to maintain its first-class engineering led manufacturing operation using the latest state of the art software, equipment, and facilities to design and manufacture products for our customers globally. This includes a continued push in developing and protecting Polar’s already formidable intellectual property portfolio.

Polar continues to invest in developing its supply chain and has built-in strong resilience having developed a portfolio of suppliers supporting the delivery of quality and value to our customers whilst managing risk and ensuring continuity of supply.

Cost inflation in the external supply chain has been largely benign during the reported period and whilst there is risk of higher tariffs in certain geographies has increased, Polar’s exposure is limited. Ongoing supply chain initiatives ensure Polar can continue to maintain margins whilst providing value to its customers. Polar has continued to manage cash closely to ensure that this position is well controlled. The directors are confident that the current strong trading performance will continue in line with its forecast enabling the business to maintain a positive cash flow and to meet its liabilities as they fall due for the next 12 months.

The directors are confident that Polar will deliver sustained revenue and EBITDA growth. The business has a robust order book and a strong pipeline of opportunities which underpin forecasts that will see continued strong growth in revenues further strengthening the cash generation and EBITDA positions.

The board’s strategy is to continue to develop and exploit enabling technology that brings value to our customers, solving their critical challenges. Light-weighting, efficient power transfer technology, management of thermal energy and technologies supporting the world of electrification are underpinned by development of intellectual property. This strategy continues to pay dividends with new contracts being won, a robust orderbook and a comprehensive pipeline of opportunities.

Financial KPIs include Sales, Materials % of sales, Labour % of sales, EBITDA. At operating level, KPIs include deliveries On Time In Full (OTIF), Right First Time (RFT), Sickness and Absence (Production Days Lost) and Accident Logs. Customer satisfaction is a key KPI and is measured by an independent survey.

Polar continues to develop its ESG strategy including identification of opportunities to reduce its impact on the environment.

All KPIs are considered satisfactory but improvements in all areas are constantly being driven forward.

The going concern assessment for the group is based on the performance of the trading subsidiary, Polar Technology Management Group Limited.

Polar Technology has reported a loss for the year of £1.25m. As at 31 December 2025 the company had net liabilities of £6.75m including £21.5m of liabilities relating to long term shareholder loan notes and interest not repayable within the next 12 months. Net current assets of Polar Technology Management Group were £3.5m.

When also considering the group position, the group has net current assets of £1.6m which combined with the forecast trading performance of the trading entity means that the group is expecting to be able to meet its financial obligations as they fall due.

The financial statements have been prepared on the going concern basis which the directors consider appropriate for the reasons set out below.

The directors believe that the company is in a strong position to continue to manufacture innovative engineering solutions to all customers across its key revenue streams. With a strong order book and comprehensive pipeline, the directors expect the company to continue to grow in future years.

The directors have prepared detailed cash flow forecasts for the period through to 31 December 2027 which is approximately 15 months from the date of approval of these financial statements. These indicate that the company will have sufficient funds to meet its liabilities as they fall due for that period, even in a severe but plausible downside scenario.

In addition to this, as disclosed in note 30 to these financial statements, the majority of the share capital of the parent company Polar Technology Holdings Limited was sold to Polar Technology Buyer Limited after the year end. This resulted in a change to the ultimate parent company which is now Trive Capital Management LLC. This change in ownership saw a large refinancing event which has resulted in more favourable credit terms and leaves the company in a strong position to drive growth over future years. The Polar Technology group of companies has the continued support of its direct and ultimate parent.

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Polar is ISO 19001, 14001 and AS9100 accredited.

On behalf of the board

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

The principal activity of the group is the design, development and manufacture of high-tech engineered components used across the aerospace and defence, motorsport, automotive, medical and energy markets.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditor, Whitley Stimpson Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Itruen accordance with s. 414C(11) of the Companies Act 2006, the company has chosen to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 that would otherwise be contained in the directors' report. The strategic report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that it faces.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the group is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

We have audited the financial statements of Polar Technology Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the 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.

As explained more fully in the directors' responsibilities statement, 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 and 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 auditor's 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 financial statements.

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

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the risk of revenue recognition being materially misstated due to fraud, and the calculation of work in progress. We considered the extent to which non-compliance might have a material effect on the financial statements, and considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks related to revenue.

Audit procedures performed included:

• Discussion amongst the audit team regarding the susceptibility of the client to fraud;

• Consideration of the risk of fraud when documenting and reviewing internal controls and procedures;

• Enquiring of management how they assess the risk of fraud, and identify and respond to the risks of fraud;

• Enquiring of management whether they have any knowledge of actual or suspected frauds or non-compliance with laws and regulations;

• Review of how those charged with governance exercise oversight of management's process for identifying and responding to the risk of fraud;

• Substantive testing of revenue and debtors;

• Review of journals for unusual items;

• Review relevant tax correspondence;

• Recalculation of work in progress calculations, substantive procedures, as well as analytical review;

• Review VAT return entries and perform analytical procedures on VAT balances;

• Substantive testing on fixed assets including having sight of the assets to confirm existence;

• Tracing stock to sales invoice to vouch recoverable amount, and critical review of stock obsolescence provision;

• Verification of employees;

• Review of bank reconciliations for evidence of window dressing; and

• Review of minutes of meetings of those charged with governance.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £904,443 (2024 - £904,760 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Polar Technology Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Horizon Technology Park, Stanton Harcourt Road, Eynsham, Oxon, OX29 4GF.

The group consists of Polar Technology Holdings Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Polar Technology Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

This assessment is based on a review of the group's forecast trading position and detailed cashflow forecasts. Full details can be found in the strategic report on page 2 of these financial statements and within note 30 to these financial statements which explains that the majority of the share capital of the company was sold to Polar Technology Buyer Limited after the year end. The Polar Technology group of companies has the continued support of its direct and ultimate parent.

This resulted in a change to the ultimate parent company which is now Trive Capital Management LLC. This change in ownership saw a large refinancing event which has resulted in more favourable credit terms and leaves the company in a strong position to drive growth over future years.

Turnover is recognised at 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.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

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.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Acquired goodwill is written off in equal annual instalments over its estimated useful economic life, being 10 years from the date of acquisition.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

The group has also chosen to capitalise development expenditure. An internally generated intangible asset arising from development is recognised only when the company can demonstrate all of the following:

• it is technically feasible to complete the intangible asset so that it will be available for use or sale;

• it intends to complete the intangible asset and use or sell it;

• it is able to use or sell the intangible asset;

• it can show how the asset will generate probable future economic benefits, including that there is a market for its output or for the asset itself or, if it is to be used internally, that it is useful;

• adequate technical, financial and other resources are available to complete the development and to use or sell the asset; and

• the expenditure attributable to the asset during its development can be measured reliably.

The cost of an internally generated intangible asset comprises all directly attributable costs needed to create, produce and prepare the asset to operate as management intends. This includes materials and services used, the salaries, employer's National Insurance and pension costs of staff directly engaged in the development, and an appropriate share of directly attributable overheads. Expenditure that was expensed before the recognition criteria were met is not capitalised later.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Stocks also include a significant amount of work in progress. Work in progress includes customers orders which are part complete and are valued by reference to their stage of completion. This includes the raw material costs and labour time spent to get to the stage at the year end.

Work in progress also includes items which have been manufactured in house from raw materials to make enhanced components to then be used in finished products. These items are valued based on the raw material cost and the labour time taken to manufacture the material into the enhanced component.

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.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences that have originated but not reversed at the balance sheet date and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

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

The group recognises development costs as an intangible asset, on the basis that future economic benefit will arise through future expected revenues of products that can be sold following the project completion. The intangible assets are recognised at cost, consisting of wages, services, material and subcontract costs attributable to the project. The assets are amortised over the life of the project. The carrying amount of capitalised development costs at 31 December 2025 is £3,653,848 (2024 - £3,539,024).

During the year ended 31 December 2025, the group spent £416,140 (2024 - £551,537) in relation to its transformation project, which consisted of a supply chain initiative and operational efficiencies. These costs have been recognised as an intangible asset on the basis that economic benefits will accrue to the entity directly as a result of these project costs. The benefits will primarily be in the form of significant cost savings, which management expect to come to fruition in the year ended 31 December 2026 and future years. The costs are amortised over a 5 year life from project completion in August 2025. The carrying amount of the transformation project at 31 December 2025 is £887,037 (2024 - £551,537).

The parent holds investments in subsidiary undertakings amounting to £13,628,900 (2024: £13,628,900), which are carried at cost less accumulated impairment losses.

Management is required to assess, at each reporting date, whether there are indicators that the carrying value of these investments may not be recoverable. Where impairment indicators exist, management estimates the recoverable amount of the relevant investment. This assessment requires significant judgement and is based on a number of factors, including the current and forecast financial performance of the underlying subsidiary, expected future cash flows, net asset values, available market information and the subsidiary's ability to generate sufficient returns to support the carrying value of the investment.

The determination of recoverable amount involves assumptions regarding future trading performance, growth expectations and other economic conditions. Changes in these assumptions could result in a material adjustment to the carrying value of the investments in future reporting periods.

Based on the assessment performed, management has concluded that the carrying value of the investments is recoverable and no impairment charge is required (2024: £nil).

The group carries goodwill of £6,621,691 (2024: £7,950,889) arising from the acquisition of subsidiaries. In accordance with the company's accounting policy, goodwill is reviewed for indicators of impairment at each reporting date and is tested for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The assessment of whether goodwill is impaired requires management to exercise significant judgement in determining the recoverable amount of the relevant subsidiaries to which the goodwill relates. This assessment is based on estimates of future cash flows expected to be generated, forecast profitability, expected growth rates and the period over which forecasts are prepared.

Management has considered the historical performance of the business, approved budgets and forecasts, expected future trading conditions, and other external and internal factors that may affect recoverability. The impairment assessment is inherently subjective and changes in assumptions regarding future performance, market conditions or economic outlook could result in a material impairment charge in future periods.

Based on the review performed, management concluded that the recoverable amount of the relevant subsidiaries exceeded their carrying values and therefore no impairment of goodwill was required at the reporting date (2024: £nil).

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

At each period end, management review the recoverability of work in progress. In assessing whether any impairment exists, the management take into consideration the future market for the project, the expected future use or selling price of the asset, and expected profits/losses on the project. Amounts held as work in progress totalled £3,149,659 (2024 - £3,121,422). Uncertainty arises over the valuation and recoverability of the work in progress.

At each period end, management review the provision for obsolete stock. In assessing whether stock is obsolete, management review items with no receipts and deliveries in the prior 2 years. Management also consider adjustments for items that are used for tooling or consumables, and where there is current or expected future sales orders generating demand for these products. Management then provide for a respective amount as obsolete, depending on the stock movements. As at 31 December 2025 the provision was £489,111 (2024 - £411,740). Uncertainty arises over the valuation of the obsolete stock provision, and anticipated future demand of products is a matter of judgement.

An analysis of the group's turnover is as follows:

The directors consider exceptional items to be material items of income or expenditure which, because of their size, nature or incidence, merit separate disclosure in order to provide a better understanding of the group's financial performance for the year.

Legal fees

During the year, the group's legal and professional fees of £189,575 (2024 - £nil) in respect of one-off rent reviews, and legal expenditure relating to the post year-end sale of the business. Owing to the non-recurring nature of these costs and their significance, the directors have presented these expenses as an exceptional item within administrative expenses.

Rental expenditure

The group recognised exceptional rent-related costs of £154,002 (2024 - £nil) arising from one-off backdated rent reviews. These costs are not reflective of the group's underlying trading performance and have therefore been disclosed separately as an exceptional item.

Rental income

The group recognised exceptional rent-related income of £26,679 (2024 - £nil) arising from one-off backdated rent reviews. These costs are not reflective of the group's underlying trading performance and have therefore been disclosed separately as an exceptional item.

Redundancy costs

During the year, the group incurred redundancy costs of £46,071 (2024 - £nil) as part of a restructuring programme undertaken to align the cost base with operational requirements. The costs comprise statutory and contractual termination payments and associated employee-related costs. Due to the one-off nature and of these restructuring costs, they have been disclosed separately as an exceptional item.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

As aggregate directors' remuneration excluding pension contributions was less than £200,000 in the prior year, no disclosure is provided for that year.

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Details of the company's subsidiaries at 31 December 2025 are as follows:

Included within bank loans and overdrafts above is £834,332 (2024 - £1,073,174) in respect of Arbuthnot Commercial Asset Based Lending Limited for loans provided in connection with asset financing.

Included within bank loans and overdrafts above is £2,110,973 (2024 - £1,193,334) in respect of Arbuthnot Commercial Asset Based Lending Limited for loans provided in connection with asset financing.

Bank loans and overdrafts are secured as detailed above in the creditors notes and in the contingent liabilities note 27 included within these financial statements.

Obligations under hire purchase and finance lease agreements, which are secured on the tangible fixed assets acquired under those agreements.

The opening provision was in relation to an onerous lease for a machine held on a lease that can't be cancelled.

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

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

Ordinary shares

The Ordinary shares carry voting, dividend and capital rights subject to the preferred rights of the A Ordinary shares. The Ordinary shares do not carry any redemption rights.

A Ordinary shares

The A Ordinary shares carry preferred voting, dividend and capital rights. The A Ordinary shares do not carry any redemption rights.

B Ordinary shares

The B Ordinary shares do not carry any voting or dividend rights. The B Ordinary shares have limited capital rights, subject to the rights of the Ordinary shares and the A Ordinary shares. The B Ordinary shares do not carry any redemption rights.

C Ordinary shares

The C Ordinary shares do not carry any voting or dividend rights. The C Ordinary shares have limited capital rights, subject to the rights of the Ordinary shares and the A Ordinary shares. The C Ordinary shares do not carry any redemption rights.

D Ordinary shares

The D Ordinary shares carry preferred voting, dividend and capital rights. The D Ordinary shares do not carry any redemption rights.

Shares issued and redeemed during the year

During the year the company issued 1,001,664 C Ordinary shares of £0.0001 at par for total consideration of £100.

During the year the company redeemed 997,219 B Ordinary shares of £0.0001 at par for total consideration of £100.

There is a composite debenture charge in place dated 21 September 2022 which is held by Arbuthnot Commercial Asset Based Lending Limited over all assets of the company. This includes a fixed charge over all assets owned by the company plus a floating charge over all other property owned now or in the future which is not subject to an effective fixed charge under this debenture. On 20 March 2026, this was satisfied in full.

There is a further debenture charge in place dated 11 August 2023 which is held by Arbuthnot Commercial Asset Based Lending Limited over the intellectual property, GB14116355.4 - IP001 - BI-Metallic Tube. On 20 March 2026, this was satisfied in full.

A fixed charge dated 18 September 2023 over an amount of £30,000 is held by National Westminster Bank Plc.

There is a composite debenture charge in place dated 21 May 2026 which is held by Glas Americas LLC over the assets of the group. This includes a fixed charge over all shares and corresponding rights, intra-group debts and their rights, and any accounts and all monies held by the group plus a floating charge over all other property owned now or in the future which is not subject to an effective fixed charge under this debenture.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The operating leases represent leases of £814,500 to third parties. The leases are negotiated over terms of 3 years and rentals are fixed for 3 years. There are no options in place for either party to extend the lease terms.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Amounts contracted for but not provided in the financial statements:

Subsequent to the reporting date, 84% of the company’s issued share capital was sold to Polar Technology Buyer Limited, resulting in a change in control.

Polar Technology Buyer Limited is wholly owned by Trive Capital Management LLC, the ultimate controlling party of the company.

Immediately following this sale to Trive Capital Management LLC, the Arbuthnot financing was settled and the charges removed on 20 March 2026. This was then replaced with a new charge registered in the name of Glas Americas on 21 May 2026.

This event is non‑adjusting in accordance with FRS 102 Section 32, as it reflects conditions arising after the reporting date, and therefore no adjustments have been made to these financial statements.

The remuneration of key management personnel is as follows.

In accordance with section 33.1A of FRS 102 disclosure is not given in these financial statements of transactions entered into between two or more members of the group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.

2025 loan notes (PTHL)

During the year ended 31 December 2025 the company issued additional loan notes to the value of £2,400,000 to each of the directors, via its parent company. The total outstanding at the year end is £1,200,000. Interest was charged on the loan notes at 10% per annum. During the year interest totalling £84,888 as charged on the loan notes, and interest of £84,888 remained outstanding at the year end and is included within accruals due after more than one year.

Throughout the current year and the preceding year the company has been controlled by two former directors, Dr S S Roberts and Mr M Dewhirst by virtue of their combined majority holding of the Ordinary share capital of the company.

Subsequent to the reporting date, 84% of the company’s issued share capital was sold to Polar Technology Buyer Limited, resulting in a change in control.

Polar Technology Buyer Limited's ultimate controlling party is Trive Capital Management LLC. Trive is a private equity firm based in Dallas, Texas.