Annual Results for year ended 31 December 2022

Strip Tinning Holdings PLC

07 June 2023

Strip Tinning Holdings plc

("Strip Tinning" or the "Company")

Strip Tinning Holdings plc (AIM: STG), a leading supplier of specialist connectors to the automotive sector, is pleased to announce its full year results for the year ended 31 December 2022.

2022 has been a transitional year for the Company, executed against a very challenging business environment which was heralded by Russia's invasion of the Ukraine, which started just six days after the Company's admission to AIM. Strip Tinning has emerged stronger and leaner and has maintained its core investment programmes despite the disappointing FY 22 results.

FY23 developments and market outlook:

· EBITDA positive for each of the first five months of FY 23 and the Board is confident in meeting market expectations for FY 23¹

· Growing pipeline of EV opportunities

o New order worth £0.8m for sample cell contact system modules from the Company's leading EV customer announced in April

o New opportunities for serial production nominations and a growing number of new leads

· Strong glazing order book showing greater resilience than originally expected for FY 23

· Improving prospects for the automotive light vehicle markets, seeing positive growth as the threat of recession diminishes, supply chain shortages ease and pent-up demand is satisfied

· The Board is confident of a return to revenue growth in FY 24, with high exposure to the fast-growing EV space both through our glazing products and our products for EV battery packs

FY22 Financial highlights:

· Total Revenues of £10.2m (FY 21: £11.2m)

· EV product sales trebled to £1.3m (FY 21: £0.4m)

· Glazing product sales of £8.9m (FY 21: £10.8m)

· Adjusted EBITDA loss of £2.2m (FY 21: £0.5m profit)

· Cash of £1.3m (FY 21: £0.3m)

FY22 Operational highlights:

· Increased EV sales highlight the continuing focus of vehicle manufacturers on electric ranges, a continuing trend from which the Company is well-positioned to benefit

· Prudent action taken to accelerate the capture of the EV opportunity as well as profitability in Glazing, with investment into people, operations and products

· Robust action taken on Glazing product prices to ensure that the Company returns to profitability despite strong inflationary cost pressures

· New and improved products, product launch and production processes to the benefit of both customers and the Company

· £1.4m grant won during FY 22 to support production scale up of the EV business

· Improved productivity, helping to alleviate pressures from labour market constraints

· Strengthened management team with extensive experience within the sector, from which the business is already benefitting

· Uptick in EV performance driven by multiple development programmes and production orders

Richard Barton, Group Chief Executive Officer of Strip Tinning, commented: "We are pleased that trading in each of the first five months of FY 23 has been EBITDA positive, representing a significant turn-around from the losses of 2022, deriving primarily from action taken during the prior period. We are highly exposed to the fast-growing EV sector and we are benefitting from our glazing order book showing greater resilience for 2023 than expected. The improving market outlook and growing pipeline of opportunities is providing the Group with a firm foundation on which to return to a growth trajectory."

Strip Tinning will be hosting a webinar for private investors on Friday 9^th June 2023 at 13:00. If you would like to register for the webinar, please click the link below:

https://www.investormeetcompany.com/strip-tinning-holdings-plc/register-investor

(1) Strip Tinning understands that market expectations for the year ended 31 December 2023 are for revenues of £9.4m, Adjusted EBITDA of £0.1 m and net cash/debt of -£3.6m. (Source: FactSet)

Enquiries:

Strip Tinning Holdings plc Via Alma PR

Richard Barton, Chief Executive Officer

Adam Le Van, Chief Financial Officer

Singer Capital Markets (Nominated Adviser and Sole Broker) +44 (0) 20 7496 3000

Rick Thompson

James Fischer

Alma PR (Financial PR) striptinning@almapr.co.uk

Josh Royston +44 (0) 20 3405 0205

Joe Pederzolli

A copy of this announcement, together with the Annual Report and Accounts will be available to view on the Company's website in due course at www.striptinning.com.

Chairman's statement

Although since coming to market we have been hampered by market conditions we could not have foreseen, we can take a great deal of pride in the way in which we have responded to market headwinds and emerged as a leaner organisation. While this set of financial results is far from what we had hoped for, we can look to the future with optimism as a result of the action taken during the period under review.

I would like to take this opportunity to thank all the employees of Strip Tinning who have worked exceptionally hard this year to achieve a significant financial and operational turnaround of the business, and to prepare it for renewed growth moving forwards. We were delighted to be able to reward our staff for their loyalty and hard work last October with the Issue of Shares under our SIP scheme, which had been a longstanding ambition of the Board, creating shared ownership of the business among key employees.

I would also like to thank all our shareholders in Strip Tinning for backing the business at IPO and for their pragmatic response to the vastly different set of results from those we were all working towards at the point of the IPO.

Our vastly experienced Board has proven of immense value during the year, positioning the business to be better positioned to take advantage of recovery and the continued opportunities Strip Tinning sees in its markets. As might be expected, in order to address the adverse trading environment, the Board has met at-least monthly throughout the year, and in August I was delighted to take up my current position as Executive Chair. I look forward to continuing in my position and driving the Company back towards growth.

Looking to the future, we look forward to capitalising on the increasing momentum we are seeing across the business, and whilst we continue to remain highly vigilant of the wider macro-economic environment, we are increasingly confident of a year of progress in FY23.

Adam Robson

Executive Chairman

Chief Executive Officer's Report

2022 has been a transitional year for the Company, executed against a very challenging business environment which was heralded by Russia's invasion of the Ukraine, which started just six days after the Company's admission to AIM. I am proud the way the business has responded to the most turbulent time in trading. The challenges we faced have meant that this year the Company has delivered its worst financial results in its 60 year history but, at the same time, it has emerged stronger and leaner, and has maintained its core investment programmes. The results of these changes are already being seen; the Company has delivered a positive adjusted EBITDA in all its unaudited monthly results for 2023 and the Board is confident that the Company will return to revenue growth in 2024.

Business Environment

The Company's products are used in the production of all classes of automotive light vehicles, but predominantly for passenger cars made in Europe where ACEA reported that car production fell by 1.6% in 2022. Having started the year relatively strongly, albeit off a low base caused by the global shortages of chips, production softened further following Russia's invasion of the Ukraine. This directly led to a collapse of car production in Russia (which at the time accounted for 15% of Strip Tinning's sales through it is Tier 1 customers) and a knock-on decline in production across Europe due to supply chain disruptions for the Ukraine in particular. This subsequently triggered a fall in demand for the Company's products.

At the same time as transitioning to being a listed business, the war in the Ukraine as well as other headwinds arising from the COVID pandemic presented numerous challenges to the Company. We also faced the specific major setback in August 2022 of the cancellation of our EV volume nomination for the supply of a Cell Contacting Management System (CCMS) to a leading German OEM by the electric vehicle technology innovator making the battery packs. This was an undoubted disappointment for the EV division as the contract acted as a validation of the Strip Tinning EV product offering. The business has worked hard to reach a fair and acceptable settlement (which is close to being finalised) and has ensured that the correct lessons have been learnt. The resulting changes are now bearing fruit in the new programmes we have in our sales pipeline.

Business improvements completed during 2022

In the face of the aforementioned challenges, the Company had to focus down on achieving very material improvements in a number of key areas, which it successfully did. These were:

· Management team - we are fortunate to have recruited a new Managing Director, Mark Perrins, who brings with him a proven automotive track record in operational turnarounds. Mark has developed a highly performing senior leadership team from existing and new managers. This team has driven through the improvements already achieved and is now taking the business forward towards growth and improving margins.

· New and improved products, product launch and production processes to the benefit of both customers and the Company.

· EV product sales trebled to £1.25m (2021: £0.4m) on the back of multiple development programmes and production orders.

· On time deliveries have improved with ERP improvements and arrears have been eliminated. Our new SAP ERP will be fully functional by the end of 2023.

· Productivity has improved greatly thanks to the hard work and support of all our employees. The Glazing connector factory layout had been completely relocated and reorganised to optimise process flow and improve quality. Sales per head in Q1 2023 is now 20.3% higher than it was in Q1 2022. This has also helped to alleviate pressures from labour market constraints.

· Supplier management and development have become even more critical in the new environment, with suppliers imposing on us unprecedented lead-times and price increases. We have strengthened our supplier management team and invested to develop new suppliers, notably on supply of copper materials where we have an industry leading position.

· Energy consumption has been a focus in pursuit of both off-setting energy price inflation and reducing our carbon footprint. Improved productivity and investment to eliminate capacity bottlenecks has allowed us to end night shift working and this in particular has helped to reduce energy consumption.

Whilst achieving all of the above, we have maintained a strategic focus on our long-term growth objectives, most important of which is our entry into the rapidly growing market for CCMS for use in the battery packs of Electric Vehicles (EVs). We have supplied CCMS on to a number of production vehicles and this proof of our capabilities has allowed us to build credibility and we now have a strong pipeline of much larger programmes for which we are already delivering sample parts. We expect the first of these to turn into a volume production nomination later in 2023. This sales pipeline is also being supported by an investment of over £2 million in a CCMS production line which will have capacity to produce up to 220,000 units per annum.

We were delighted to win during 2022 a grant from the Advanced Propulsion Centre (APC) Scale-up Readiness Validation (SuRV) competition worth up to £1.4 million. This grant is being received via six quarterly drawdowns covering the period to end of January 2024. This grant has made a valuable contribution to our cash position which we have further strengthened through improved terms and collection of receivables form our customers and greater control of our stocks.

Finally, with the support of our customers during the period, we raised our Glazing product prices to reflect the pressures felt by all businesses trading internationally. Customers have engaged constructively with our price increases, and appreciate Strip Tinning's commitment to remain a strong, long-term supplier in the Glazing market. That said, with a strong focus on profitable production, it has not made sense to continue to supply all the products manufactured in 2022. These changes have made a very material difference to our profitability in 2023, as seen in the much-improved financial results announced to date.

The elimination of low margin products does mean that Glazing product sales in 2023 are forecast to decline but we believe that we retain the support of our customers and we expect that we will see a return to sales growth in 2024. We are committed to growing both our core Glazing products (used to connect the electronic functions embedded within the glass panels of automotive vehicles and occasionally other applications such as buildings) and our new EV related products. Our pipeline of sales opportunities is growing in both market segments. We were particularly pleased to announce in March a new order for a large number of sample CCMS modules from our leading EV customer, supplying into the autonomous vehicle industry in the USA. The order reflects the ongoing strength of the relationship between both parties and the significant progress being made by the end user towards commercialisation, having already received the necessary regulatory approvals. The value of the order is c.£775k, with the majority of the parts expected to be shipped in 2023 and the Company anticipates next receiving C-sample orders as a result. The order is a strong endorsement of Strip Tinning's offering and underpins the Company's well-established reputation as a supplier of cell contact systems to the fast-growing EV space.

ESG

In January 2023 Strip Tinning was pleased to receive confirmation from Integrum that it has maintained its best-in-class A grade ESG rating, first obtained at the time of the IPO.

Outlook

Whilst the FY22 result is not what the Board had originally set out to achieve for shareholders at the start of the financial year, it nevertheless believes that material progress has been in 2022 which will bear fruit in the medium term. In the year ahead, automotive light vehicle markets are expected to see positive growth as the threat of recession diminishes, supply chain shortages ease and pent-up demand is satisfied. According to ACEA^, European passenger car production has growth17.8% in the first 5 months of 2023 compared to the same period in 2022 and the EV growth rate has been 45.1%, representing 12% of the total market. We are fortunate to have a strong and diverse base of end-user OEM customers and good exposure to the fast- growing EV sector, both through our glazing products and our products for EV battery packs. In 2023 the Company is expecting to make over 30% of all its sales into electric and hybrid vehicles, and growth for this market is forecast to remain very strong driving high demand in particular for the new EV battery related products manufactured by the Company¹.

Despite the challenging macroeconomic outlook, the business has delivered a small adjusted EBITDA profit in the first five months of the current year and a full year adjusted EBITDA profit is expected to be achieved in total. This outlook puts the business onto a sound footing for greater success in 2024. The Company is able to manage its cash requirements whilst maintaining EV and Glazing investment plans to build capacity, improve capabilities and drive productivity. Strip Tinning is confident that these investments, coupled with strong customer relationships, will lead to valuable new supply nominations in 2023, taking the Company back to growth in 2024.

(1) https://www.acea.auto/pc-registrations/new-car-registrations-17-2-in-april-battery-electric-11-8-market-share/

R W Barton

Chief Executive Officer

Consolidated statement of comprehensive income
for the year ended 31 December 2022

	Note	2022	2021
		£'000	£'000
Revenue	3	10,230	11,150
Cost of sales		(9,731)	(7,872)
Gross profit		499	3,278
Other operating income	4	439	31
Administrative expenses	4	(5,864)	(4,213)
Impairment loss	4	(577)	-
Operating loss	4	(5,503)	(904)
Finance expense	6	(147)	(158)
Loss before taxation		(5,650)	(1,062)
Taxation	7	725	237
Loss and total comprehensive expense for the financial year		(4,925)	(825)
Basic and diluted loss per share (pence)	8	(33.7)	(8.25)

All amounts relate to continuing operations.

There is no other comprehensive income in either the current or prior year.

Under the merger accounting principles applied, the statement includes the results of the company and its subsidiary as if they had been combined throughout the current and prior year.

Consolidated statement of financial position as at 31 December 2022

	Note	31 December 2022	31 December 2021
		£'000	£'000
Assets
Non current assets
Intangible assets	9	1,277	1,561
Right-of-use assets	10	1,151	1,142
Property, plant and equipment	11	2,950	3,089
		5,378	5,792
Current assets
Inventories	13	1,848	2,014
Trade and other receivables	14	3,381	3,778
Tax recoverable		559	279
Cash at bank and in hand		1,290	337
		7,078	6,408
Total assets		12,456	12,200
Liabilities
Current liabilities
Trade and other payables	15	(3,045)	(4,413)
Borrowings	16	(553)	(559)
Lease liabilities	17	(182)	(152)
		(3,780)	(5,124)
Non current liabilities
Accruals and deferred income	15	(37)	(162)
Borrowings	16	(992)	(1,235)
Lease liabilities	17	(995)	(1,104)
Provisions	20	(227)	-
Deferred taxation	21	-	(338)
		(2,251)	(2,839)
Total liabilities		(6,031)	(7,963)
Net assets		6,425	4,237
Equity
Called up share capital	22	154	-
Share premium account	22	6,966	-
Merger reserve	22	(100)	-
Other reserve	22	(3)	-
Accumulated loss/retained earnings		(592)	4,237
Total equity		6,425	4,237

These financial statements were approved and authorised for issue by the board on 6 June 2023 and were signed on its behalf by:

A Le Van

Director

Strip Tinning Holdings plc Registered number: 13832126

Company statement of financial position as at 31 December 2022

	Note	31 December 2022
		£'000
Assets
Non current assets
Investments	12	3,841

Current assets
Trade and other receivables	14	5,791
Cash at bank and in hand		414
		6,205
Total assets		10,046
Liabilities
Current liabilities
Trade and other payables	15	(67)

Total liabilities		(67)
Net assets		9,979
Equity
Called up share capital	22	154
Share premium account	22	6,966
Merger reserve	22	3,645
Other reserve	22	(3)
Accumulated loss		(783)
Total equity		9,979

As permitted by section 408 of the Companies Act 2006, the parent Company's profit and loss account has not been included in these financial statements. The Company recorded a loss for the period from incorporation to 31 December 2022 of £879,000.

Consolidated statement of changes in equity for the year ended 31 December 2022

	Called up share capital £'000	Share premium account £'000	Merger reserve £'000	Other reserve £'000	Accumulated loss £'000	Total Equity £'000
Balance as at 1 January 2021	-	-	-	-	5,104	5,104
Loss and total comprehensive expense for the financial year	-	-	-	-	(825)	(825)

Share based payment (note 23)	-	-	-	-	145	145
Share options deferred tax credit	-	-	-	-	225	225
Dividends paid (by Strip Tinning Limited)	-	-	-	-	(412)	(412)
Total contributions by owners	-	-	-	-	(42)	(42)

Balance as at 31 December 2021	-	-	-	-	4,237	4,237
Loss and total comprehensive expense for the financial year	-	-	-	-	(4,925)	(4,925)

Share based payment (note 22, 23)	-	-	-	(3)	96	93
Capital reorganisation (note 22)	100	-	(100)	-	-	-
Issue of share capital (note 22)	54	6,966	-	-	-	7,020
Total contributions by owners	54	6,966	-	(3)	96	7,113

Balance as at 31 December 2022	154	6,966	(100)	(3)	(592)	6,425

Company statement of changes in equity for the year ended 31 December 2022

	Called up share capital £'000	Share premium account £'000	Merger reserve £'000	Other reserve £'000	Accumulated loss £'000	Total equity £'000
On incorporation	-	-	-	-	-	-
Loss and total comprehensive expense for the financial year	-	-	-	-	(879)	(879)

Issue of share capital in exchange for Strip Tinning Limited shares (note 22)	100	-	3,645	-	-	3,745
Issue of share capital (note 22)	54	6,966	-	-	-	7,020
Share based payment (note 22, 23)	-	-	-	(3)	96	93
Total contributions by owners	154	6,966	3,645	(3)	-	10,858

Balance as at 31 December 2022	154	6,966	3,645	(3)	(783)	9,979

Consolidated cash flow statement for the year ended 31 December 2022

		2022	2021
		£'000	£'000
Cash flow from operating activities
Loss for the financial year		(4,925)	(825)
Adjustment for:
Depreciation of property, plant and equipment	11	592	561
Depreciation of right-of-use assets	10	203	160
Amortisation of intangible assets	9	180	191
Impairment of intangible fixed assets	9	577	-
Loss on disposal of tangible fixed assets		55	-
Foreign exchange movements		(9)	-
Amortisation of government grants		(49)	(31)
IPO financing related costs in administrative expenses		314	-
Share based payment	23	96	145
Finance costs	6	147	158
Taxation credit	7	(725)	(237)
Changes in working capital:
Decrease/(increase) in inventories	13	166	(492)
Decrease/(increase) in trade and other receivables	14	397	(1,605)
(Decrease)/increase in trade and other payables	15	(1,309)	3,022
Cash (used in)/generated from operations		(4,290)	1,047
Income tax received		107	24
Net cash (used in)/generated from operating activities		(4,183)	1,071

Cash flows from investing activities
Purchase of property, plant and equipment	11	(508)	(737)
Proceeds on disposal of intangible fixed assets		15	-
Purchase of intangible assets	9	(488)	(732)
Net cash used in investing activities		(981)	(1,469)

Cash flows from financing activities
Issue of share capital	22	8,094	-
Share issue costs paid	22	(1,077)	-
Dividends paid to shareholders (by Strip Tinning Limited)		-	(412)
IPO financing related costs paid		(314)	-
Interest paid		(147)	(158)
Payment of lease liabilities		(199)	(136)
Loan advanced		-	355
Hire purchase finance received		311	401
Loan repayments		(73)	-
Repayment of capital element of hire purchase contracts		(487)	(545)
Net cash generated from/(used in) financing activities		6,108	(495)

Net increase/(decrease) in cash and cash equivalents		944	(893)
Cash and cash equivalents at the beginning of the year		337	1,230
Foreign exchange movements		9	-
Cash and cash equivalents at the end of the year (all cash at bank and in hand)		1,290	337

Notes to the financial statements
for the year ended 31 December 2022

1 Corporate information

Strip Tinning Holdings plc is a public company incorporated in the United Kingdom and listed on the Alternative Investment Market. The registered address of the Company is Arden Business Park, Arden Road, Frankley Birmingham, West Midlands, B45 0JA.

The principal activity of the Company is as a holding company for a subsidiary which manufactures automotive busbar, ancillary connectors and flexible printed circuits (together the 'Group').

2 Accounting policies

Basis of preparation

The Group financial statements have been prepared in accordance with UK adopted international accounting standards ("IFRS") and in accordance with the requirements of the Companies Act 2006.

The parent Company financial statements have been prepared under applicable United Kingdom Financial Reporting Standards 101: Reduced Disclosure Framework ("FRS101") and the requirements of the Companies Act 2006. The following FRS 101 disclosure exemptions have been taken in respect of the parent Company only information:

· IAS 7 Statement of cash flows;

· IFRS 7 Financial instruments disclosures and;

· IAS 24 Key management remuneration.

The principal accounting policies applied in the preparation of these consolidated and separate financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. There are no changes as a result of revised standards to the policies applied by Strip Tinning Limited in its 2021 financial statements.

The financial statements have been prepared under the historical cost convention. The financial statements and the accompanying notes are presented in thousands of pounds sterling ('£'000'), the functional and presentation currency of the Company, except where otherwise indicated.

Going concern

After making appropriate enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for at least twelve months from the date of approval of the financial statements. In adopting the going concern basis for preparing the financial statements, the directors have considered a base case going concern model and then modelled a series of severe but plausible downside scenarios such as reductions in sales from potential conflicts, reduced market demand for the company products, material price increases, the loss of a major customer, or an unfavourable settlement of the remaining liability associated with the termination of the EV contract. The results of this stress testing suggested that with the financing arrangements available to the business and / or realistic mitigating actions, the Group has adequate resources to continue in operational existence. For this reason, the directors continue to adopt the going concern basis in preparing the Group's and Company's financial statements.

2 Accounting policies (continued)

Standards, amendments and interpretations in issue but not yet effective

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for accounting periods beginning on or after 1 January 2023 and which the Group has chosen not to adopt early. These include the following standards which may be relevant to the Group:

- Amendment to IAS 1 regarding the classification of liabilities being based on an entity's rights at the end of a reporting period and disclosure in respect of material accounting policies;

- IAS 8 Amendments regarding the definition of accounting estimates;

- IAS 12 Amendments regarding deferred tax on leases which give rise to equal amounts of taxable and deductible temporary differences on recognition;

- IFRS 16 Amendments to clarify how a seller-lessee subsequently measures sale and leaseback transactions

As a result of initial review of the new standards, interpretations and amendments which are not yet effective in these financial statements, none are expected to have a material effect on the Company or Group's future financial statements.

Use of estimates and judgments

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience, as well as expectations of future events and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

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 and in any future periods affected. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Right-of-use assets

Estimation

The application of IFRS16 involves an estimation of the appropriate incremental borrowing rate and of the relevant lease period. The rate is reviewed in conjunction with the rates on similar borrowings and a judgement has been made where there are break options by reference to business plans and the most likely outcome. An increase in the rate of 1% would have reduced the opening asset and liability by £67,000 with no impact on net assets, reduced the depreciation charges by £6,000 a year and increased finance charges for 2021 and 2022 by approximately £10,000.

Property, plant and equipment

Estimation

Property, plant and equipment as set out in note 11 is depreciated over the estimated useful lives of the assets. Useful lives are based on management's estimates of the period that the assets will generate revenue, which are reviewed annually for continued appropriateness and events which may cause the estimate to be revised.

2 Accounting policies (continued)

Intangible assets

Judgement

The capitalisation of development costs set out in note 9 is subject to a degree of judgement in respect of the point when the commercial viability of new technology and know-how is reached, supported by the results of testing and customer trials. The carrying values are shown in note 9.

Estimation

Capitalisation criteria in respect of financial recoverability involves estimated forecasts of future sales and margins with assumptions based on experience and trends when they are prepared which may change over time. At 31 December 2022 there was the specific impairment referred to in note 9 and the group has performed a sensitivity analysis and noted that a reasonable change in the underlying significant assumptions is not expected to result in an impairment of an intangible asset.

Amortisation commences once management consider that the asset is available for use, i.e. when it is judged to be in the location and condition necessary for it to be capable of operating in the manner intended by management and the cost is amortised over the estimated 5 to 8 year useful life of the know-how based on experience of and future expected customer product cycles and lives.

Deferred taxation

Judgement

The recognition of deferred tax assets involves the assessment of forecasts in respect of future results and taxable profits and judgement as to the likelihood that these will be achieved and realise the assets.

Inventory

Judgement

The calculation of net realisable value provisions against inventory requires, in particular, an assessment of whether materials or components can be utilised in future production. Management use past experience and expectations of future orders to judge whether inventory will not be used and therefore requires a provision.

Basis of consolidation

The Company was incorporated on 6 January 2022 with one £0.01 ordinary share and on 2 February 2022, became the Group parent Company when it issued 9,999,999 £0.01 ordinary shares in exchange for all the ordinary shares in Strip Tinning Limited. In addition, options over ordinary shares in Strip Tinning Limited were converted, on equivalent terms, to options over 813,045 shares in the Company. This is considered not to be a business combination and outside the scope of IFRS3 Business Combinations. This is a key judgement. and as a transaction where there was no change in the shareholders or holdings is accordingly accounted for using merger accounting with no change in the book values of assets and liabilities with no fair value accounting applied.

These consolidated financial statements of the Group are the first set of financial statements for the newly formed Group. The prior period comparatives are those of Strip Tinning Limited since no substantive economic changes have occurred.

The consolidated financial statements present the results of the Company and its subsidiary as if they have always formed a single group. Intercompany transactions and balances between Group companies are therefore eliminated in full. The share capital presented is that of Strip Tinning Holdings plc from the date of the capital reorganisation in 2022 with the difference on elimination of Strip Tinning Limited's capital being shown as a merger reserve.

The consolidated statement of comprehensive income reflects the consolidated results for the full financial year ended 31 December 2022, inclusive of the results of the newly incorporated parent entity, plc, from 6 January 2022 onwards.

A subsidiary is an entity over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

2 Accounting policies (continued)

Revenue

Revenue principally comprises income from the sale of automotive glazing components comprising busbar, ancillary connectors and flexible printed circuits together with a small degree of product tooling purchased by customers and represents the amount receivable for the sale of these component products or tooling, excluding VAT and trade discounts. Tooling is usually retained by the Group and held as a fixed asset.

There are framework agreements with major customers including pricing per component and purchase orders are then received from customers for each delivery. Revenue is recognised to the extent that the performance obligations, being the agreement to transfer the product meeting the technical specifications is satisfied, which is when the customer obtains control of the product or of the tooling and is able to benefit from or direct the use of the product. The transfer takes place in accordance with the terms agreed with each customer, either at the point in time the goods are despatched to or received by the customer. Product is tested before dispatch, but any product returned by the customer as faulty is treated as a reduction in revenue.

Any tooling revenue is recognised in full once the tooling project is complete and in use to make parts for the customer.

When an amount has been invoiced or payment received in advance of the associated performance obligations being fulfilled, any amounts due are recognised as trade receivables and deferred income is recorded for the sales value of the performance obligations that have not been provided.

Grants

Income based grants

Income based grants are recognised in other operating income based on the specific terms related to them as follows:

· A grant is recognised in other operating income when the grant proceeds are received (or receivable) provided that the terms of the grant do not impose future performance-related conditions.

· If the terms of a grant impose performance-related conditions including incurring related expenditure, then the grant is only recognised in income as the related performance conditions are met.

· Any grants that are received before the revenue recognition criteria are met are recognised in the statement of financial position as an other creditor within liabilities.

Capital grants

Grants received relating to tangible and intangible fixed assets are treated as deferred income and released to the income statement over the expected useful lives of the assets concerned.

Employee benefits

The Group operates a defined contribution pension scheme. Contributions are recognised in the statement of comprehensive income in the year in which they become payable in accordance with the rules of the scheme.

Share based payment

The Company operates an equity-settled share-based compensation plan in which the Group receives services from employees as consideration for share options. The fair value is established at the point of grant using an appropriate pricing model and then the cost is recognised as an expense in administrative expenses in the statement of comprehensive income, together with a corresponding increase directly in equity over the period in which the services are fulfilled. This is the estimated period to vesting in respect of employees. The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest.

Deferred tax credits in respect of the potential future tax deduction from exercise of options are initially included in the tax in the statement of comprehensive income. To the extent the potential corporate tax deduction exceeds the share based payment charges, the deferred tax is taken directly to retained earnings in equity in accordance with IAS12.

2 Accounting policies (continued)

Income tax

Current income tax assets and/or liabilities comprise obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid/due at the reporting date. Current tax is payable on taxable profits, which may differ from profit or loss in the financial statements. Calculation of current tax is based on the tax rates and tax laws that have been enacted or substantively enacted at the reporting period.

Deferred taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Computer software

Computer software assets are capitalised at the cost of acquiring and bringing into use the software. Subsequent to initial recognition it is stated at cost less accumulated amortisation and accumulated impairment. Software is amortised on a straight line basis over its estimated useful life of two years. Amortisation on all intangible assets is recognised in administrative expenses in the Statement of Comprehensive Income.

Research and development costs

An internally generated intangible asset arising from development (or the development phase) of an internal project to improve the efficiency, design or capability of the Group's product range is recognised if, and only if, all of the following have been demonstrated:

· It is technically feasible to complete the development such that it will be available for use, sale or licence;

· There is an intention to complete the development;

· There is an ability to use, sell or licence the resultant asset;

· The method by which probable future economic benefits will be generated is known;

· There are adequate technical, financial and other resources required to complete the development;

· There are reliable measures that can identify the expenditure directly attributable to the project during its development.

The amount recognised is the expenditure incurred from the date when the project first meets the recognition criteria listed above. Expenses capitalised consist of employee costs incurred on development, direct costs including material or testing and an apportionment of appropriate overheads.

Where the above criteria are not met, research and development expenditure is charged to the income statement in the period in which it is incurred.

Capitalised development costs are initially measured at cost. After initial recognition, they are recognised at cost less any accumulated amortisation and any accumulated impairment losses.

The depreciable amount of a development cost intangible asset with a finite useful life is amortised on a straight line basis over its useful life, currently expected to range from 5 to 8 years. Amortisation begins when the asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.

The amortisation period and the amortisation method for the assets with a finite useful life is reviewed at least each financial year-end. If the expected useful of the asset is different from previous estimates, the amortisation period is changed accordingly.

Patent costs

Patent cost assets are initially measured at cost. After initial recognition, they are recognised at cost less any accumulated amortisation and any accumulated impairment losses. The costs are amortised over a 5 year estimated useful life.

2 Accounting policies (continued)

Property plant and equipment

Property, plant and equipment is recognised as an asset only if it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. An item of property, plant and equipment that qualifies for recognition as an asset is measured at its cost. Cost of an item of property, plant and equipment comprises the purchase price and any costs 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.

After recognition, all property, plant and equipment (including plant, computer equipment and fixtures) is carried at cost less any accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write down the cost of assets, less estimated residual value, over their expected useful lives on the following basis:

Leasehold improvements straight line over life of lease

Plant and machinery 2-15 year straight line

Office equipment 2 year straight line

Tooling 5 year straight line

The residual value and the useful life of an asset is reviewed at least at each financial year-end and if expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying value of the asset and are recognised in profit or loss.

Right-of-use assets and lease liabilities

Assets and liabilities arising from a lease with a duration of more than one year are initially measured at the present value of the lease payments and payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease or the incremental borrowing rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between repayments of the discounted liability, presented as a separate category within liabilities, and the lease liability finance charges. The finance cost is charged to profit or loss over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received and any initial direct costs and are presented as a separate category within tangible fixed assets.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease
term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Any payments associated with short-term leases of equipment and all leases of low-value assets would be recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. There have been no significant short lease costs in the reporting period. Associated costs of all leases, such as maintenance, service charges and insurance, are expensed as incurred.

Impairment of intangible assets, right-of-use assets and property, plant and equipment

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash flows. As a result, some assets are tested individually for impairment and some are tested at the overall Group level. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit".

All individual assets or cash-generating units are reviewed for indicators of impairment at the end of each period and tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An asset or cash-generating unit is impaired when its carrying amount exceed its recoverable amount. The recoverable amount is measured as the higher of fair value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial forecasts discounted back to present value.The impairment loss is allocated to reduce the carrying amount of the asset pro-rata on the basis of the carrying amount of each asset in the unit. Non-financial assets that suffered an impairment are reviewed for a possible reversal of the impairment at the end of each reporting period. An impairment loss is reversed if the asset's or cash-generating unit's recoverable amount exceeds its carrying amount.

2 Accounting policies (continued)

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase of raw materials or bought in manufacturing components on a first in first out basis, costs of conversion and an appropriate proportion of fixed and variable overheads incurred in bringing the finished goods inventories to their present location and condition. Net realisable value represents the estimated selling price less costs to complete and sell. Where necessary, provision is made to reduce cost to no more than net realisable value having regard to the nature and condition of inventory, as well as its anticipated utilisation and saleability.

Financial instruments

Financial assets

Financial assets are recognised in the statement of financial position when, and only when, the Group becomes a party to the contractual provisions of the instrument and are classified based upon the purpose for which the asset was acquired. The Group's business model is to hold all assets recognised within these financial statements to collect the cash flows.

Financial assets are initially recognised at fair value, which is usually the cost, plus directly attributable transaction costs. These comprise trade and other receivables and cash and cash equivalents.Financial assets are subsequently measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. The Group measures loss allowances at an amount equal to lifetime ECL, which is estimated using past experience of the historical credit losses experienced over the three year period prior to the period end. Historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group's customers, such as inflation rates. The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.

The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost.

A financial asset is derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and reward are transferred.

Financial liabilities

Financial liabilities include loans, hire purchase borrowings, lease liabilities, trade and other payables and any derivatives in respect of forward foreign exchange contracts. Financial liabilities are obligations to pay cash or other financial assets and are recognised in the statement of financial position when, and only when, the Group becomes a party to the contractual provisions of the instrument.

Trade and other payables are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method. Loans and hire purchase borrowings are are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument and subsequently carried at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derivatives would be measured at fair value through profit and loss for any movements. None have been entered into within the period of these financial statements.

A financial liability is derecognised only when the contractual obligation is extinguished, that is, when the obligation is discharged, cancelled or expires.

The Group utilises hire purchase asset backed finance to fund tangible fixed assets, drawing down finance against individual assets or bundles of assets, which may directly finance the asset purchase or be drawn down retrospectively. The economic ownership of assets subject to hire purchase agreements are transferred to the Group if the Group bears substantially all the risks and rewards of ownership of the asset. The related asset is recognised and measured in accordance with the tangible fixed asset policy with initial cost being the fair value of the asset. A corresponding hire purchase liability.is recognised in respect of the capital repayments to be made. These interest bearing liabilities are then measured at amortised cost with the interest, under the effective interest method, expensed over the repayment period at a constant rate.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short term, highly liquid investments that are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value

2 Accounting policies (continued)

Foreign currencies

Transactions entered into by the Group in a currency other than the functional currency of sterling are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the income statement in administrative expenses.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an economic outflow will occur and a reliable estimate can be made including any additional evidence from post period end events. Where the timing of the estimate represents a relatively certain amount it is provided for within accruals.

Equity and reserves

Share capital represents the nominal value of shares that have been issued. Share premium represents the excess consideration received over the nominal value of share capital upon the sale of shares, less any incidental costs of issue. The company's merger reserve arises from the fair value attributed to the shares issued in exchange for the subsidiary's shares as no share premium account is recognised under Companies Act merger relief. On consolidation a merger reserve arises as a result of the difference between the nominal value of the parent company shares issued in exchange for subsidiary shares and the nominal value of those subsidiary shares.

Retained earnings include all current and prior period retained profits.

Presentation of non statutory measures

The Group classifies certain one-off charges or credits that have a material impact on the financial results but are not related to the core underlying trading as 'exceptional' or 'non-recurring' items. These are disclosed separately in note 4 and adjusted results to provide further understanding of the financial performance of the Group.

3 Segmental reporting

IFRS 8, Operating Segments, requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Group's chief operating decision maker. The chief operating decision maker is considered to be the executive Directors.

The Group previously comprised only one operating segment for the sale of automotive circuit components for glazing products. The operating segments are monitored by the chief operating decision maker and strategic decisions are made on the basis of adjusted segment operating results. All assets, liabilities and revenues are located in, or derived in, the United Kingdom. However, the Group has commenced the development and initial sales of its glazing circuits for electric vehicles ('EV' segment) which are expected to grow to be a material segment. Separate management reporting and information has now been prepared for 2022 at a revenue and gross profit level only for a Glazing segment (sale of glazing circuits for petrol/diesel vehicles) and EV as follows:

	Glazing	EV	Total
Year ended 31 December 2022	£'000	£'000	£'000

Revenue	8,977	1,253	10,230
Cost of sales	(8,650)	(1,081)	(9,731)
Gross profit	327	172	499
Other operating income			439
Administrative expenses			(5,864)
Impairment loss (in EV)			(577)
Finance expense			(147)
Taxation			725
Loss for the year			(4,925)

Some estimated information was derived for the year ended 31 December 2021 for EV showing sales of £0.35m and net costs of about £1.1m as a result of the increasing investment and development in this area of activity.

3 Segmental reporting (continued)

Turnover with the largest customers (including customer groups) representing in excess of 10% of total revenue in the year for 3 customers (2021: 4 customers) has been as follows:

	Year ended 31 December 2022	Year ended 31 December 2021
	£'000	£'000
Customer A	2,062	1,680
Customer B	1,709	2,392
Customer C	1,189	552
Customer D	867	2,091
Customer E	693	1,230

All revenue arises at a point in time and relates to the sale of automotive busbar, ancillary connectors and flexible printed circuit product. Turnover by geographical destination is as follows:

	Year ended 31 December 2022	Year ended 31 December 2021
	£'000	£'000
UK	967	319
Rest of Europe	5,571	6,074
Rest of the World	3,692	4,757
	10,230	11,150

4 Operating loss

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

	2022 £'000	2021 £'000
Operating loss is stated after charging/(crediting):

Other operating income
Amortisation of deferred government capital grant income	(49)	(31)
Government revenue grant income in respect of development work	(389)	-
Government job retention scheme income	(1)	(1)

Amortisation of intangible assets	180	191
Depreciation of property, plant and equipment	592	561
Depreciation of right-of-use assets	203	160
Loss on disposal of fixed assets	55	-
Cost of inventory sold	5,092	4,379
Research and development expenditure expensed in the year	925	114
Short term lease rentals	22	24
Foreign exchange (gains)/losses	(45)	164

Exceptional or non-recurring costs
IPO preparation related costs	381	198
Restructuring related costs	529	-
Contract termination costs	382	-
Impairment of intangible fixed assets	577	-

Auditor's remuneration
For audit	85	62
For tax advisory services	-	6
For other assurance services	-	15

£232,000 of fees payable to the auditors in respect of IPO reporting accountants related services were expensed or included in costs taken to the share premium account.

5 Staff and key management

Average monthly number of employees	Year ended 31 December 2022	Year ended 31 December 2021
	Number	Number

Management	15	4
Sales	2	5
Production	146	140
Administration	5	4
	168	153

Payroll costs	£'000	£'000
Gross salaries	4,577	3,860
Social security costs	511	369
Share based payment	96	145
Contributions to money purchase pension schemes	318	233
	5,502	4,607

In view of the size and nature of the Group, the Key Management Personnel in the period is considered to comprise only the directors of the parent and subsidiary companies. The Company directors' remuneration was as follows (disclosed in aggregate in respect of Strip Tinning Limited directors in the prior year).

Year ended 31 December 2022	Salary	Benefits in kind	Share based payment	Pension	Total
	£'000	£'000	£'000	£'000	£'000
R W Barton	15	-	-	-	15
P George	37	-	-	-	37
A Le Van	140	4	12	8	164
A D Robson	86	-	-	-	86
M Taylor	37	-	-	-	37
	315	4	12	8	339
Year ended 31 December 2021
Aggregate emoluments	335	-	145	13	493

Retirement benefits were accruing to 1 director in respect of defined contribution schemes (2021: 2). The highest paid director in 2022 received £156,000 of remuneration and £8,000 of employer pension contributions.

Key management remuneration was £941,000 (2021: £535,000) including £23,000 of pension contributions (2021: £13,000).

6 Finance costs

	Year ended 31 December 2022	Year ended 31 December 2021
	£'000	£'000

Interest payable on hire purchase obligations	55	71
Bank interest	26	21
Lease liability finance charges	66	66
	147	158

7 Income tax

	Year ended 31 December 2022	Year ended 31 December 2021
	£'000	£'000
Current tax:
UK corporation tax	(308)	(195)
Adjustment for prior periods	(79)	-
Total current tax credit	(387)	(195)

Deferred tax:
Origination and reversal of temporary differences	(349)	(161)
Effect of change in tax rate	-	135
Adjustment for prior periods	11	(16)
Total deferred tax credit	(338)	(42)

Total tax credit	(725)	(237)

The tax rate used for the reconciliation is the corporate tax rate of 19% (2021: 19%) payable by corporate entities in the UK on taxable profits under UK tax law. In May 2021 an increase to 25% from April 2023 was substantively enacted and, as the expected period of reversal, is accordingly applied to deferred tax balances at 31 December 2021 and 2022.

The credit for the year can be reconciled to the loss for the year as follows:

	Year ended 31 December 2022	Year ended 31 December 2021
	£'000	£'000

Loss before taxation	(5,650)	(1,062)

Income tax calculated at 19% (2021: 19%)	(1,074)	(202)
Expenses not deductible	92	35
Enhanced research and development allowances	(132)	(84)
Enhanced capital allowances	(29)	(41)
Deduction on exercise of share options	(34)	-
Differing deferred and corporate tax rates	(83)	-
Deferred tax asset in respect of share options	-	(64)
Effect of change in deferred tax rate	-	135
Deferred tax not recognised in respect of losses	603	-
Adjustment for prior periods	(68)	(16)
Total tax credit	(725)	(237)

In addition, a deferred tax credit of £nil (2021: £225,000) has been taken directly to retained earnings in equity in accordance with IAS12. This is in respect of the extent to which the potential corporate tax deduction exceeds the share based payment charges.

8 Earnings per share

	Year ended 31 December 2022	Year ended 31 December 2021

Loss used in calculating earnings per share (£'000)	(4,925)	(825)
Weighted average number of shares ('000)	14,612	10,000
Basic and diluted loss per share (pence)	(33.7)	(8.25)

Earnings per share has been calculated based on the share capital of the parent company (and equivalent share capital for 2021). There are options in place over 254,051 (2021: 813,045) shares that were anti-dilutive at the year end but which may dilute future earnings per share.

9 Intangible assets

Group	Development costs £'000	Patents £'000	Computer software £'000	Total £'000
Cost
At 1 January 2021	1,298	138	90	1,526
Additions	487	9	236	732
At 31 December 2021	1,785	147	326	2,258
Additions	430	1	57	488
Disposals	-	-	(15)	(15)
Removal of fully impaired assets	(594)	-	-	(594)
At 31 December 2022	1,621	148	368	2,137
Accumulated amortisation
At 1 January 2021	296	127	83	506
Charge for the year	180	5	6	191
At 31 December 2021	476	132	89	697
Charge for the year	176	4	-	180
Impairment in the year	577	-	-	577
Removal of fully impaired assets	(594)	-	-	(594)
At 31 December 2022	635	136	89	860
Net book amount
At 31 December 2022	986	12	279	1,277
At 31 December 2021	1,309	15	237	1,561

The Group has a programme of research and development projects to improve the efficiency and functionality of its products. Capitalised development costs relate to the projects evaluated as viable and where the successful developments are being applied and contributing to revenue.

Included within the carrying amount of the above, are assets held under hire purchase agreements of £159,000 (2021: £159,000) relating to software. Amortisation charged on these assets in the year amounted to £nil (2021: £nil).

The 2022 impairment charge results from cancellation of a contract by a customer for which design and development work had been carried out and capitalised in 2021.

10 Right-of -use assets

Group	Property leasehold assets £'000	Plant and machinery assets £'000	Total £'000
Cost
At 1 January 2021	1,656	136	1,792
Additions	-	66	66
Disposals	-	(77)	(77)
At 31 December 2021	1,656	125	1,781
Additions	212	-	212
Disposals	-	(13)	(13)
At 31 December 2022	1,868	112	1,980
Accumulated depreciation
At 1 January 2021	465	91	556
Charge for the year	122	38	160
Disposals		(77)	(77)
At 31 December 2021	587	52	639
Charge for the year	168	35	203
Disposals	-	(13)	(13)
At 31 December 2022	755	74	829
Net book amount
At 31 December 2022	1,113	38	1,151
At 31 December 2021	1,069	73	1,142

The financing charges in respect of right-of-use assets are disclosed in note 6 and the lease liabilities in 17. Short term rentals are disclosed in note 4 with no low value leases in either year. Right-of-use assets and lease liabilities relate principally to property leases. The Group leases its main operating premises, typically on a ten year lease, subject to periodic rent reviews and potential breaks, with the intention and assumption made in measuring assets and liabilities that the full period will be utilised. Total cash outflows in respect of leases were £276,000 for the year ended 31 December 2022 (2021: £202,000).

11 Property, plant and equipment

Group	Leasehold improvements £000	Plant and machinery £'000	Tooling £'000	Office equipment £'000	Total £'000
Cost
At 1 January 2021	402	5,222	1,018	122	6,764
Additions	95	515	94	33	737
Disposals	-	(633)	-	-	(633)
At 31 December 2021	497	5,104	1,112	155	6,868
Additions	19	408	65	16	508
Disposals	(69)	(31)	(22)	-	(122)
At 31 December 2022	447	5,481	1,155	171	7,254
Accumulated depreciation
At 1 January 2021	236	3,000	512	103	3,851
Charge for the year	27	374	139	21	561
Disposals	-	(633)	-	-	(633)
At 31 December 2021	263	2,741	651	124	3,779
Charge for the year	31	322	216	23	592
Disposals	(62)	(1)	(4)	-	(67)
At 31 December 2022	232	3,062	863	147	4,304
Net book amount
At 31 December 2022	215	2,419	292	24	2,950
At 31 December 2021	234	2,363	461	31	3,089

Included within the carrying amount of the above, are assets held under hire purchase agreements of £1,705,000 (2021: £1,482,000) relating to plant and machinery and £100,000 (2021: £190,000) relating to tooling. Depreciation charged on these assets in the year amounted to £213,000 (2021: £297,000).

12 Investments

Shares in group undertakings

Company

£'000

Additions and at 31 December 2022

3,841

The Company acquired all of the shares in Strip Tinning Limited by a share for share exchange on 2 February 2022 with the £3,745,000 cost of investment recorded in accordance with IAS 27. £96,000 of additions also arise as a result of the treatment of the share based payment charge in the subsidiary as a capital contribution. Strip Tinning Limited is incorporated and registered in England at Arden Business Park, Arden Road, Frankley Birmingham, West Midlands, B45 0JA.It manufactures automotive busbar, ancillary connectors and flexible printed circuits.

13 Inventories

	31 December 2022	31 December 2021
Group	£'000	£'000
Raw materials and consumables	1,536	1,714
Finished goods and goods for resale	312	300
	1,848	2,014

An inventory impairment loss of £479,000 (2021: £nil) was recognised in the year.

14 Trade and other receivables

	Group		Company
	31 December 2022	31 December 2021	31 December 2022
Current	£'000	£'000	£'000
Trade receivables	2,691	3,039	-
Impairment provision	-	(25)	-
Net trade receivables	2,691	3,014
Amounts owed by group undertakings	-	-	5,776
Other receivables	267	131	-
Prepayments	423	633	15
	3,381	3,778	5,791

The directors consider that the carrying amount of trade and other receivables approximates to their fair value.

Amounts owed by group undertakings are unsecured, interest free and have no fixed repayment date.

The impairment charge and movement in the expected credit loss provision against trade receivables is as follows:

	£'000	£'000

At 1 January 2022/2021	25	-
Impairment charge for the year	-	25
Debt written off	(25)	-
At 31 December 2022/2021	-	25

Ageing of trade receivables past their due dates but not provided were:


	Less than 30 days overdue	30 to 60 days overdue	More than 60 days overdue
	£'000	£'000	£'000

31 December 2021	405	119	148
31 December 2022	498	289	237

The directors consider the credit quality of trade and other receivables that are neither past due nor impaired to be of good quality with the impairment charge arising principally from one former customer.

15 Trade and other payables

	Group		Company
	31 December 2022	31 December 2021	31 December 2022
Current	£'000	£'000	£'000
Trade payables	2,211	2,985	67
Other payables	41	-	-
Taxation and social security	117	336	-
Accruals	476	715	-
Deferred income	200	377	-
	3,045	4,413	67
Non current liabilities
Accruals	-	19	-
Deferred income (grants)	37	143	-
	37	162	-

16 Borrowings

	Group		Company
	31 December 2022	31 December 2021	31 December 2022
Current liabilities	£'000	£'000	£'000
Loans	74	61	-
Hire purchase liabilities	479	498	-
	553	559	-
Non current liabilities
Loans	208	294	-
Hire purchase liabilities	784	941	-
	992	1,235	-

Hire purchase obligations are secured by fixed charges over intangible and tangible fixed assets and floating charges over other assets and undertakings of the Group. All obligations fall due within five years with the exception of £40,000 as at 31 December 2021. This related to a hire purchase liability of £304,000 repayable over 6 years with interest at 7%. The total payments including interest in respect of hire purchase liabilities are shown in note 18.

17 Lease liabilities

Group	31 December 2022	31 December 2021
	£'000	£'000
Current	182	152

Due in one to five years	588	551
Due in more than five years	407	553
	995	1,104

The total payments including interest in respect of lease liabilities are shown in note 18.

18 Movements in total financing liabilities

Group	Borrowings	Lease liabilities	Total financing
	£'000	£'000	£'000
At 1 January 2021	1,583	1,326	2,909
Cash movements:
Lease liability payments	-	(136)	(136)
Hire purchase finance advanced	401	-	401
Loan received	355	-	355
Hire purchase payments	(545)	-	(545)
Interest paid	(92)	(66)	(158)
Non-cash movements
Interest accrued	92	66	158
New lease liabilities	-	66	66
At 31 December 2021	1,794	1,256	3,050
Cash movements:
Lease liability payments	-	(199)	(199)
Hire purchase finance advanced	311	-	311
Hire purchase payments	(487)	-	(487)
Loan repayments	(73)	-	(73)
Interest paid	(81)	(66)	(147)
Non-cash movements
Interest accrued	81	66	147
New lease liabilities	-	120	120
At 31 December 2022	1,545	1,177	2,722

19 Financial instruments and capital management

Risk management

The Board has overall responsibility for the determination of the Company and the Group's risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's flexibility. All funding requirements and financial risks are managed based on policies and procedures adopted by the Board of Directors. The Group is exposed to financial risks in respect of market including foreign exchange risk, credit and liquidity risks.

19 Financial instruments and capital management (continued)

Capital management

The Group's capital comprises all components of equity which includes share capital and retained earnings amounting to £6,425,000 at 31 December 2022 (2021: £4,237,000). The Company's objectives when maintaining capital are to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. The capital structure of the Company consists of shareholders equity with all working capital requirements financed from cash and major capital expenditure funded by leases and hire purchase agreements.

The Company sets the amount of capital it requires in proportion to risk. It manages its capital structure and makes adjustments to it in the light of changes in economic conditions, the ability to finance capital purchases and the risk characteristics of the underlying assets and activity. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Market risks

These arise from the nature and location of the customer markets and include foreign exchange rate risks.

The Group trades within European and other overseas automotive supplier markets, and accordingly there is a risk relating to the underlying performance of these markets. The directors monitor this and the foreign exchange risk closely with the intention to foresee downturns in trade or changes in the use of automotive components.

Foreign exchange risk

The Group trades with overseas customers and, whilst it has net foreign currency balances, also makes a degree of purchases in the respective currency and uses currency denominated accounts to defer conversion to sterling or to utilise the currency when needed. There has therefore been a reduced sensitivity to fluctuations in exchange rates although a 10% increase or decrease in Euro and US dollar exchange rates against sterling could impact the results by up to £150,000 or £50,000 as a reduction or increase in profit respectively.

The Group had the following in net assets comprising cash, sales ledger and purchase ledger balances denominated in foreign currencies:

	31 December 2022	31 December 2021
	£'000	£'000
Euro denominated	1,154	1,290
US dollar denominated	496	291

Interest rate risk

The Group makes use of fixed rate three to five year hire purchase agreements to acquire property, plant and equipment with interest rates typically ranging from 3.5% (new agreements in 2020 to 2022) to 7% (2018 and 2019); this spreads the capital cost, ensures that the Group maintains sufficient cash resources for working capital purposes and ensures certainty of total costs at the point of acquisition of those assets. A 5 year term bank loan has also been drawn upon at a fixed interest rate of 9.4%. These liabilities are set out in note 16.

Credit risk

Credit risk is the risk of financial loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales and attempts to mitigate credit risk by assessing the creditworthiness of customers, including using proforma terms for new customers and closely monitoring the payment record and trends for each customer. The customers are principally tier 1 automotive suppliers.

At 31 December 2022 trade receivables were £2,691,000 (31 December 2021: £2,688,000) with 35% (31 December 2021: 25%) of the balance owed by one customer group and 25% (2021: 36%) of the balance by 3 other customers with operations based in a number of European and other countries.

The ageing of overdue debtors is included in note 14 with all amounts subsequently substantially received. The impairments to trade or other receivables in 2021 and 2022 have been immaterial and relate to a few smaller customers.

Credit risk on cash and cash equivalents is considered to be minimal as the counterparties are all substantial banks with high credit ratings.

19 Financial instruments and capital management (continued)

Liquidity risk

The maturity of the Group's financial liabilities including trade and other payables, hire purchase and lease liability total payments with the interest payable is as set out below. Current liabilities were payable on demand or to normal trade credit terms, hire purchase and loan obligations were payable monthly and lease liabilities quarterly. Hire purchase and lease liabilities are used to manage liquidity by spreading the cost of payment for capital purchases.

At 31 December 2022	Up to 1 year		1-2 years		2-5 years		Over 5 years
	£'000		£'000		£'000		£'000

Trade, other payables and accruals	2,728		-		-		-
Hire purchase obligations	548		391		511		-
Loans	92		92		170		-
Lease liabilities	240		217		513		762
	3,608		700		1,194		762
At 31 December 2021		Up to 1 year		1-2 years		2-5 years		Over 5 years
		£'000		£'000		£'000		£'000

Trade, other payables and accruals		3,535		19		-		-
Hire purchase obligations		557		455		565		47
Loans		92		92		254		-
Lease liabilities		213		200		521		610
		4,397		766		1,340		657

Classification of financial instruments

All financial assets have been classified as at amortised cost, and all financial liabilities have been classified as other financial liabilities measured at amortised cost.

Financial assets
		31 December 2022	31 December 2021
At amortised cost		£'000		£'000
Trade receivables and other receivables		2,958		3,145
Cash and cash equivalents		1,290		337
		4,248		3,482
Financial liabilities
	31 December 2022		31 December 2021
	£'000		£'000
At amortised cost
Trade payables, other payables and accruals	2,728		3,719
Hire purchase obligations	1,263		1,439
Loans	282		355
	4,273		5,513

The directors consider that the carrying amount of the financial assets and liabilities approximates to their fair values.

20 Provisions

The dilapidations provisions have been reassessed during 2022 in respect of the group's rented properties and increased to allow for potential reinstatement costs that may be incurred at the end of the leases in 2030 under the standard terms in the contracts. This primarily results in an increase in the amount recognised in respect of the right of use assets for property and in the discounted provisions liability which amounts to £227,000 at 31 December 2022.

Group	Dilapidations provision
	£'000

Transfer from accruals	71
Additions to right of use property assets	156

Liability at 31 December 2022	227

21 Deferred taxation

Group

Liability/(asset) in respect of:	Accelerated capital allowances	Intangible R&D assets	Share based payment	Losses and other timing differences	Total
	£'000	£'000	£'000	£'000	£'000

As at 31 December 2020	487	190	-	(72)	605
Credited to equity	-	-	(225)	-	(225)
Credit to profit or loss	251	137	(83)	(347)	(42)
As at 31 December 2021	738	327	(308)	(419)	338
Credit to profit or loss	(7)	(59)	308	(580)	(338)
As at 31 December 2022	731	268	-	(999)	-

The Group has tax losses carried forward of approximately £6,900,000 (2021: £1,570,000) and an unrecognised deferred tax asset of £790,000. The net asset has not been recognised as it is not yet considered sufficiently probable, in the short term, that the asset will be realised.

The Company has tax losses carried forward of £564,000 and an unrecognised deferred tax asset of £141,000 in respect of these.

22 Share capital

The movements in share capital have been as follows:

Company and Group	Number of £0.01 shares	Nominal	Share premium
		£'000	£'000

Share issued on incorporation	1	-	-
Shares issued in exchange for Strip Tinning Limited shares	9,999,999	100	-
EIS and VCT placing shares issued at £1.85 each	2,702,702	27	4,973
Other placing shares issued at £1.85 each	1,621,622	16	2,984
Exercise of options at £0.116 each	813,045	8	86
Shares issued to employee benefit trust at £0.01 each	322,345	3	-
Share issue costs			(1,077)
	15,459,714	154	6,966

The Company was incorporated with one £0.01 share and on 2 February 2022 issued 9,999,999 £0.01 shares in exchange for all of the issued share capital in Strip Tinning Limited. Merger relief arises under the Companies Act from a share premium and in accordance with IAS 27 for such a transaction with no change in control, the consideration was recorded at the Strip Tinning Limited net asset value of £3,745,000 (£0.375 per share) in the company, £100,000 of nominal share capital and a merger reserve of £3,645,000.

The issue of shares with a nominal value of £100,000 in exchange for the 2,000 £0.10 shares in Strip Tinning Limited with a nominal value of £200 results in a debit to a merger reserve of £99,800 in the consolidated financial statements, presented as a capital reorganisation after consolidating applying the merger accounting principles as set out in note 2.

On 10 February 2022, the Company issued a further 4,324,324 £0.01 shares at £1.85 each and 813,045 £0.01 shares at £0.116 each on exercise of share options. On 16 February 2022 the Company was listed on AIM. The issue of these shares in February 2022 resulted in a share premium of £6,966,000 (net of £1,077,000 of share issue costs).

On 2 November 2022, 322,345 £0.01 ordinary shares were issued to the Employee Benefit Trust in respect of an employee incentive scheme with a 3 year vesting period and the nominal value of £3,000 has been debited to an other reserve.

All £0.01 ordinary shares rank equally with the right to receive dividends and capital distributions.

23 Share based payment

Options were granted on 24 August 2018 over 354 £0.10 A Ordinary Shares in Strip Tinning Limited ('STL') at an exercise price of £267 per share. These options were only exercisable on a sale of the company or on a listing and had the right to share only pro-rata with the Ordinary Shares in the capital proceeds in excess of £10 million, receive dividends at the discretion of the directors and have voting rights. They were exchanged for an equivalent 813,045 options in the Company's £0.01 shares with no change in the value of the options, exercisable at £0.116 per share and exercised in February 2022 when the share price was £1.85. The fair value of £1,345 per STL A option share was derived using a Black Scholes option pricing model applying a risk free rate of 1% and an estimated volatility of 40%. The remainder of the original fair value of £48,000 was expensed on exercise (2021: 4 year estimated vesting period and charge of £145,000).

Options over parent company shares under a Long Term Incentive Plan were granted in February 2022 with an exercise price of £0.01. These were subject to a 3 year vesting period. Options over 122,702 shares required a total shareholder return ('TSR') target to be achieved and 129,188 earnings and gross profit targets to be achieved. 42,162 of those subject to a TSR return and 42,162 subject to earnings targets lapsed when the director left on 31 March 2022. The respective fair values of £0.92 (TSR market condition and probability applied) and £1.841 (earnings target conditions) have been calculated using a Black Scholes option pricing model applying the 3 year vesting period, share price of £1.85 at date of grant, a risk- free rate of 2%, expected dividends of nil and estimated volatility of 45% with a £26,000 charge in the year.

23 Share based payment (continued)

Further options under the plan were granted in May 2022 with an exercise price of £0.01. These were subject to a 3 year vesting period. Options over 30,270 shares required a total shareholder return ('TSR') target to be achieved and 56,216 earnings and gross profit targets to be achieved. The respective fair values of £0.733 (TSR market condition and probability applied) and £1.466 (earnings target conditions) have been calculated using a Black Scholes option pricing model applying the 3 year vesting period, share price of £1.475 at date of grant, a risk -free rate of 2%, expected dividends of nil and estimated volatility of 45% with a £10,000 charge in the year.

On 2 November 2022, employees were granted a total of 322,345 of free shares subject to a 3 year vesting period. The fair value of £0.725 per share has been calculated using a Black Scholes option pricing model applying the 3 year vesting period, share price of £0.725 at date of grant, a risk -free rate of 3%, expected dividends of nil and estimated volatility of 50% with a £12,000 charge in the year.

In view of the short period since listing, volatility has been estimated by reference to similar shares. Unexpired options have an average vesting period remaining at 31 December 2022 of 2.5 years.

The movements in share options have been as follows:

	Weighted average exercise price £	Transfer of Strip Tinning Limited options	PSP scheme	Employee free share scheme
		Number	Number	Number
On incorporation	-	-	-	-
Conversion of STL options	0.116	813,045	-	-
Granted in the year	0.005	-	338,375	322,345
Exercised	0.116	(813,045)	-	-
Lapsed	0.01	-	(84,324)	-
As at 31 December 2022	0.004	-	254,051	322,345

24 Capital commitments and contingent liabilities

The Group had capital commitments contracted but not provided for of £303,000 at 31 December 2022 (2021: £nil). The company had no capital commitments.

Following the notification of the termination of an EV contract in July 2022, effective October 2022, the business has been working hard to reach a fair settlement and mitigate the liabilities associated with the contract. The company and the EV customer continue to work closely together to reach a full and final resolution. Commercial negotiations are now at an advanced stage and as at the financial statements signing date, a single commercial claim remained outstanding to settle between the company, the EV customer, and a supplier on the programme. Whilst the supplier has claimed additional amounts up to point of termination, they had actually received advanced payment for work carried out and additional costs have not been supported or justified. A conclusion is expected to be reached within 2023 with an outcome that is broadly neutral to the Strip Tinning Group.

25 Post balance sheet events

The business is in the process of transitioning to an alternative banking facility with a new provider. This is a managed process by mutual agreement and the new arrangements are expected to be on similar terms and provide the same initial level of headroom as the previous CID facility was intended to. The transfer is anticipated to complete by 31 August 2023.

26 Control and related party transactions

At 31 December 2022, the Company was an ultimate parent company. Mr R Barton was considered to be the ultimate controlling party. The key management personnel are considered to be the directors. Please refer to note 5 for details of key management personnel remuneration.

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Companies

Strip Tinning Holdings (STG)

Monday, 29th April 2024

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Annual Results for year ended 31 December 2022

Chairman's statement

Consolidated statement of comprehensive income for the year ended 31 December 2022

Consolidated statement of financial position as at 31 December 2022

Company statement of financial position as at 31 December 2022

Consolidated statement of changes in equity for the year ended 31 December 2022

Company statement of changes in equity for the year ended 31 December 2022

Consolidated cash flow statement for the year ended 31 December 2022

Notes to the financial statements for the year ended 31 December 2022

1 Corporate information

2 Accounting policies

2 Accounting policies (continued)

2 Accounting policies (continued)

2 Accounting policies (continued)

2 Accounting policies (continued)

2 Accounting policies (continued)

2 Accounting policies (continued)

2 Accounting policies (continued)

3 Segmental reporting

3 Segmental reporting (continued)

4 Operating loss

5 Staff and key management

6 Finance costs

7 Income tax

8 Earnings per share

9 Intangible assets

10 Right-of -use assets

11 Property, plant and equipment

12 Investments

13 Inventories

14 Trade and other receivables

15 Trade and other payables

16 Borrowings

17 Lease liabilities

18 Movements in total financing liabilities

19 Financial instruments and capital management

20 Provisions

21 Deferred taxation

22 Share capital

23 Share based payment

24 Capital commitments and contingent liabilities

25 Post balance sheet events

26 Control and related party transactions

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Consolidated statement of comprehensive income
for the year ended 31 December 2022

Notes to the financial statements
for the year ended 31 December 2022