ANNUAL REPORT AND ACCOUNTS
AUTINS GROUP PLC
31 MARCH 2025
AGILE, ACOUSTIC AND THERMAL ENGINEERING
PROBLEM SOLVERS
Autins Group plc
Central Point One Central Park Drive
Rugby CV23 0WE
T: +44 (0)1788 578 300
W: www.autins.com
1
CONTENTS
Strategic report
Introduction
2
At a glance
3
Chair’s statement
5
Chief Executive Officer’s review
7
Chief Financial Officer’s review
10
Our commitment to ESG
12
Directors’ section 172 statement
14
Key performance indicators (‘KPIs’)
15
Principal risks and uncertainties
16
Governance
Statement of Directors’ responsibilities
19
Board of Directors
20
Corporate governance statement
21
Directors’ report
26
Directors’ remuneration report
30
Audit Committee report
32
Financial statements
Independent auditor’s report
34
Consolidated income statement
41
Consolidated statement of comprehensive income
42
Consolidated statement of financial position
43
Parent company statement of financial position
44
Consolidated statement of changes in equity
45
Parent company statement of changes in equity
46
Consolidated statement of cashflows
47
Notes to the financial statements
49
Directors, secretary, registered office and advisers
75
WWW.AUTINS.COM
2
STRATEGIC REPORT
INTRODUCTION
SOLVING YOUR ACOUSTIC AND THERMAL CHALLENGES
Our purpose
We are acoustic and thermal specialists and apply our in-house materials expertise to manufacture products
that solve challenging engineering problems, primarily for the automotive, commercial vehicle and flooring
sectors.
We can help electric vehicle manufacturers extend the range of their vehicles, by reducing the energy losses
whilst heating or cooling the cabins. We improve the acoustic comfort in the vehicle for all passengers. We
strive to maximise the use of sustainable materials.
We manufacture in the UK, Germany and Sweden and have world class quality and performance metrics,
making us a truly trusted local European partner.
We have our own proprietary NeptuneTM technology which is manufactured in our UK facilities and provides
a real point of differentiation, as it is superior to all competitor materials in terms of reducing thermal losses
and acoustic noise, whilst boasting leading levels of recycled material content and recyclability.
Financial overview
During the period the Group changed its accounting reference date from 30 September to 31 March to align
its financial year end with the year ends of its key customers. As a result, the amounts presented in the
financial statements are not directly comparable.
Financial performance in the 18 month period ended 31 March 2025, compared to the 12 month period
ended 30 September 2023 (FY23).
Revenue
FY25: £31.1 million
FY23: £22.7 million
Adjusted EBITDA1
FY25: £2.2 million
FY23: £1.2 million
Cash from Operating Activities
FY25: £3.6 million inflow
FY23: £2.1 million inflow
Net debt2
FY25: £1.1 million
FY23: £1.6 million
Gross profit
FY25: £9.9 million
FY23: £6.7 million
Operating loss, before exceptional costs
FY25: £0.7 million
FY23: £0.7 million
Loss per share
FY25: 3.05p
FY23: 1.67p
Final dividend
FY25: Nil
FY23: Nil
1 Adjusted EBITDA is Earnings Before Interest Taxation Depreciation Amortisation and Exceptional
Costs
2 Net debt is cash less bank overdrafts, loans, invoice discounting, hire purchase finance and excludes
IFRS16 right of use lease liabilities.
3
AT A GLANCE
Who we are
148
Employees
3
Countries
4
Operating locations
What we do
We design
We use our acoustic and thermal expertise and experience to research, test and develop bespoke solutions
and products for our customers. Innovative design and our proprietary Neptune technology are our USPs.
We manufacture
We have a wide range of advanced manufacturing and conversion processes which deliver truly world-class
quality products and services. We manufacture Neptune in our own Tamworth facility.
We support
We are agile and creative and will support the customer from cradle to grave, from design development and
prototyping to engineering changes once in production.
Our specialist solutions
Acoustic
We have acoustic barrier materials and absorbers. Our range of unique Neptune nonwoven products are
the lightest weight solutions available on the market and are particularly high performing in the range
required by electric vehicles. Our flooring solutions, in our Decibex range, are bespoke developments
designed for specific customer needs.
Thermal
Neptune has the best combination of acoustic and thermal resistance of any material we have tested, which
is why it has been selected for use in the cabin of a number of well-known car and truck brands. Our
materials are being used to protect passengers from the heat of an engine or to provide thermal control
such as extending battery life in electric engines. Our Neptune product has market leading low thermal
conductivity, which is ideal for applications in automotive and commercial vehicles and when combined with
reflective foils can be used in a diverse range of applications such as Heating, Ventilation and Air
Conditioning (HVAC).
AuDuct
Auduct is our newly released proprietary fibre based automotive air conditioning duct material providing
superior thermal and acoustic performance compared to traditional blow moulded ducts.
AuTrim
AuTrim is our new fibre-based “A” surface (in cabin) material offering a cost-effective, aesthetic alternative
to hard moulded plastic components.
4
Our industries
Automotive
95 Customers
Non-automotive
14 Customers
Where we operate
Tamworth, UK
Materials’ manufacturing, assembly and conversion operation
Rugby, UK
Group headquarters, Group technical centre (laboratory and test site), new product introduction centre,
assembly and conversion operation
Hilden, Germany
New product introduction centre, assembly and conversion operation
Gothenburg, Sweden
New product introduction centre, materials manufacturing, assembly and conversion operation
5
CHAIR’S STATEMENT
Overview
The 18 month period to 31 March 2025 (“FY25”) was a period of reset and increased stability for the Group.
The automotive market as a whole remains cautious. Manufacturers are increasingly moving to electric
platforms but are still waiting for consumer demand to readjust. More recently, the imposition of tariffs from
the USA has further caused OEMs to re-evaluate their global supply chains. While any negative impact for
the UK has been significantly reduced through the recent UK/US trade deal, European OEMs are still
working through the implications for their European production that would normally be sold into the USA.
Since April 2025, companies in the UK have also had to absorb significant increased employment costs
through increases to the minimum wage and changes to national insurance. This has put additional
pressure on UK supply chains.
Although this seem to be a rather challenged backdrop, we believe that the current market provides exciting
opportunities for growth for Autins. We have made many changes in FY25 to refocus and re-energise the
Group and look forward to FY26 with renewed confidence.
A new executive team
We have refreshed our executive Board team. In April 2024, we welcomed Andy Bloomer as CEO of the
Group and in March 2025, Des Dimitrov was formally promoted to CFO, having supported Andy as the most
senior financial executive in the Group since November 2024. These changes have brought a very positive
energy to the Group and a sharp focus on the implementation of our “Survive and Thrive” strategy.
A new strategic focus
The first part of our “Survive and Thrive” strategy is to re-establish earnings per share to the Group after a
period of losses. As such, we have focussed on reducing costs and improving operational efficiency in the
business. These measures are detailed in the CEO Statement that follows and have resulted in a small net
profit in the final quarter of FY25. This was an improved performance compared to our initial internal
expectations which resulted in the Group ending the period with strong cash balances and reduced net debt.
The Group has met all of its banking covenants in FY25 and continues to make all scheduled repayments
of our bank loans. Our UK fixed term loans are all due to be repaid by July 2026. Our financial performance
for FY25 is set out in detail in the CFO Report that follows.
The second part of our strategy is to thrive. We will do this primarily through organic growth and also
consider acquisition opportunities.
Our organic growth is driven by a combination of increasing our sales share with existing customers and
winning new customer business supported by bringing innovative products to the marketplace. In FY25,
we launched our Auduct and Autrim products that enable us to sell higher value products to new and existing
customers and allow us to offer solutions to new areas of the cabin. In addition, we have invested in
research and development for our proprietary Neptune material, resulting in improved operational delivery
of our core Neptune product. These innovations provide a more commercial platform for future growth. In
addition, by introducing these new products and materials, we establish ourselves as an innovation partner
for our customers which will lead to more in-depth, significant relationships with them.
We experienced growing levels of enquiries in FY25 across all regions. In the UK, we won contracts for
anticipated annualised sales of £1.3m, the majority of which are expected to start in FY26. In Germany, we
won contracts for anticipated annualised sales of €4.0m, the majority of which are expected to start in FY27.
6
The automotive industry is a long-term business, with contracts for new platforms typically lasting six to eight
years, so the sales success in FY25 will provide a solid foundation for the business for many years to come.
We have also begun to explore growth through acquisition. We believe that there are a number of
businesses with attractive core products and existing platform sales that have struggled to adapt to the
changing demands of the automotive industry over the past few years. These require restructuring but could
prove attractive additions to our core business in the right circumstances. We have demonstrated our ability
to “right size” a business through our own recent restructuring and believe that these skills can be used to
consolidate other businesses into our Group. A key part of our “thrive” strategy is to establish Autins as a
market consolidator over the coming years.
A new engagement with our shareholders
We understand that an important part of our strategy will be to re-invigorate interest in the Group with existing
and potential investors which is a key part of our strategy, working with our broker to do so. We are also
committed to engaging with retail investors, alongside our institutional investor base, which we intend to do
throughout the year, via our website and other investor communications.
Outlook
The Board expects the business to deliver a net profit for FY26, which we expect to continue in FY27.
The net profit for FY26 is not expected to be delivered evenly over the year. The first half of the year is
being impacted by higher costs of employment and uncertainty regarding US tariffs. Short term sales will
also be impacted by planned shutdowns to prepare for new electric platforms in our customer base.
However, our sales are forecast to increase in the second half of the year, when new contracts ramp up to
full production, which we expect to continue into FY27.
The Board is very encouraged by the progress of its “Survive and Thrive” strategy and believes it has
established a stable foundation from which to develop net profit growth in the future.
Adam Attwood
Chair
24 June 2025
7
CHIEF EXECUTIVE OFFICER’S REVIEW
I am pleased to present my first CEO report since joining in April 2024 and have therefore been CEO for 12
of the 18 month FY25 period. When I joined Autins, I discovered a Group with good people, products and
processes, but one which had lost its confidence over the preceding years, it had spent such a long time
trying to ensure it remained in existence that it was struggling to transition to prepare for growth.
I have spent the last 12 months getting to know the teams, learning the business, creating and then enacting
our strategy. I am proud of what we have achieved over the last 12 months and am excited for what the
future will bring.
Strategic Delivery: “Survive and Thrive”
FY25 has been a transitional period for Autins. Over the past 12 months, we have focused on creating a
sustainable platform for future growth through the implementation of our “Survive and Thrive” strategy. The
Board, the leadership team, and I have remained singularly focused on delivering against this plan.
Survive: Stabilising the Business
The first phase of our strategy has centred on operational and financial stabilisation. Key achievements
include:
•
Workforce optimisation, we have changed shift patterns to improve efficiency as well as ensuring
indirect staffing levels are appropriate for a business of our size.
•
Better integration of our Swedish and German operations, enabling better capability and
capacity sharing. For example, sharing manufacturing best practices contributed to the German
efficiency improvements.
•
Significant reduction in PLC costs, aligning our overheads with the scale of our business we have
delivered savings of £0.25m per annum through reductions in executive salaries and other PLC
related costs.
•
Operational improvements in our German facility, halving our scrap rate, increasing our material
yield and tighter inventory control has helped transform our German business from being loss
making at the start of the period to break even by the end with an expectation to move to net profit
in FY26.
•
Enhanced production efficiency of Neptune, increasing our knowledge and understanding of raw
materials, the production process and finished product has allowed us to improve quality and
available capacity for future planned volume increases
•
Continued inventory management improvements, unlocking working capital while minimising
supply chain risk. Our improvements freed up £1.6m in operating working capital in FY25.
•
Restructuring and repayment of existing loans, Over the period we have repaid £1.4m on our
outstanding loans, ensured on-going covenant compliance and improved financial stability with a
forecast to be long-term debt free by July 2026.
Thrive: Building for Growth
Having laid the groundwork, we transitioned our focus to future growth, with important progress made across
the following areas:
•
Diversification of our customer base, with new relationships developed in the automotive,
commercial vehicle and off highway space reducing our overall reliance on UK automotive OEM’s.
Increasingly, European customers are specifying our material as their preference, giving us
confidence that our German business, in particular, will grow significantly faster than the overall
automotive industry in the coming years.
•
Product innovation and investment, primarily the development of AuDuct and AuTrim, both of
8
which secured initial project wins during the period (£0.8m per annum starting in FY26). AuDuct is
our proprietary fibre-based duct solution offering significant performance improvements over
conventional blow moulded ducts, whilst AuTrim is our fibre-based A-surface material offering a
cost-effective aesthetic alternative to hard moulded plastic components.
•
Expansion of commercial capacity, including the recruitment of sales staff to work in adjacent
markets as well as key industry experts to assist with new business acquisition. Adding capacity
and capability has allowed us to significantly increase our pipeline of potential sales in the last 12
months.
•
Improving revenues per vehicle, introduction of new higher valued product lines including AuDuct
and AuTrim, as well as better penetration of our existing product lines allows us to have more
content on upcoming vehicle platforms.
•
Strengthening of internal processes, including enhanced forecasting, reporting, and
communication has enabled faster, more informed decision-making, better communication across
the business and improved buy in of our strategic priorities.
•
Capital investment in Germany, with new machinery installed to support recently awarded
contracts and our continued European growth trajectory. The new machinery increases our
capacity for additional business, such as a new £2m per annum contract which started at low volume
in Q1 FY26 and is expected to ramp up to full production by Q3 FY26.
Business performance
Overall, Autins has continued to demonstrate resilience and strategic focus amidst on-going industry
headwinds. While our revenue performance remains closely tied to automotive production volumes, we are
increasingly decoupling from the fluctuations of UK vehicle manufacturing. Our expanding presence in
European markets is beginning to diversify and strengthen our revenue base, reducing reliance on domestic
automotive production and supporting more balanced, sustainable growth.
In the most recent six-month period to 31 March 2025, we recorded a 2% reduction in revenue, while
simultaneously delivering a 2.6 percentage point improvement in gross margin and a 2.1% uplift in adjusted
EBITDA, compared to the prior six months. These improvements underscore that we are moving firmly in
the right direction in terms of efficiency.
ESG Commitment
Environmental, Social and Governance (ESG) considerations remain embedded in our strategy and culture.
We are acutely aware of the impact our operations have on employees, communities, customers, and the
environment. We take this responsibility seriously and are committed to continuous improvement in all
areas.
One area where we have made exceptional progress is waste reduction. Over the past year, we have
achieved a 58% reduction in material sent to landfill, a testament to our commitment to environmental
stewardship and operational efficiency.
Looking Ahead
This review marks a turning point in Autins’ journey. While we remain mindful of the challenges that persist
in our industry, the decisive actions taken throughout FY25 have laid a strong and stable foundation for
future success. As we look ahead to FY26, we do so with renewed confidence and ambition. Our plans are
underpinned by a clear growth strategy, and we are forecasting a return to net profitability in the coming
year.
My ambition for Autins is clear: to position Autins as the market leader in acoustic and thermal management
solutions for both the automotive sector and adjacent industries. By deepening relationships with our existing
customers and expanding into new markets, we are confident in our ability to drive sustained and profitable
growth.
We also believe there is the opportunity to position Autins as the consolidator of choice for UK and, in time,
European OEMs. By selectively pursuing acquisition opportunities that align with our strategic objectives,
we will enhance our capabilities, broaden our product range, extend our market reach, and accelerate our
9
growth trajectory.
This strategy of organic growth combined with targeted consolidation will enable us to increase both revenue
and earnings per share, creating long-term value for our shareholders, whilst also positioning Autins as a
market leader in acoustic and thermal management solutions.
None of the achievements listed above would be possible without our people. I would like to extend my
sincere thanks to every member of the Autins team for their hard work, commitment, and contribution over
the past year. I would also like to thank the Board for their support since I joined Autins. We have a great
team, and I am looking forward to going on this journey together.
Andrew Bloomer
Chief Executive Officer
24 June 2025
10
CHIEF FINANCIAL OFFICER’S REVIEW
Financial performance in the 18 month period to 31 March 2025, compared to the 12 month period ended
30 September 2023 (FY23):
•
Revenue was £31.1m (FY23: £22.7m)
•
Gross profit was £9.9m (FY23: £6.7m)
•
Gross margin was 31.9% (FY23: 29.5%)
•
EBITDA before exceptional costs was £2.2m to (FY23: £1.2m)
•
Loss before tax was £1.7m (FY23: (£1.0m)
•
Cashflow from operating activities was £3.6m (FY23: £2.1m)
•
Operating working capital improved by £1.6m (FY23: £0.8m)
•
Cash and equivalents were £1.4m (FY23: £2.1m)
•
Net debt, excluding IFRS16 lease liabilities was £1.1m (FY23: £1.6m)
•
CBILS loan repayments continued, MEIF repayment recommenced in July 2024
Key actions during the period:
•
Focus on margin improvements achieved through labour efficiency and materials projects
•
Property rental increases have been absorbed through on-going costs optimisation initiatives
•
Continued investment in new equipment for improved production efficiency.
•
Loan repayments are in line with loan agreements; we expect full repayment of our UK long term
loans by July 2026.
FY25 18 month performance overview
The period under review was a time of changes and challenges. Towards the end of the period, I assumed
the role of Chief Financial Officer, so this is the first financial review I present to our stakeholders. In my new
role I have continued to increase the financial transparency across the Group, reemphasising the importance
of allocating capital in the most productive way so that we remain competitive in our markets and position
ourselves for growth. Debt servicing is continuing in line with the loan agreements with expected full
repayment of UK long term loans by July 2026.
Revenues and margins
The challenging automotive market affected our revenues across all Group companies in this 18 month
period, after the recovery in the previous financial year. We have won significant new contracts, most of
which commence after the period end and we expect to see their benefit in the new financial year and
beyond. In the face of challenging revenue performance, we continued optimising our costs structures which
led to further improvements of our gross margins. The improvement in our margins primarily derived from
materials projects, labour efficiency, utilities reductions and strengthening of Sterling against the US dollar,
which certain of our materials are purchased in. Transport costs across the Group improved, driven by rate
negotiations with suppliers and improved planning and logistics. Additionally, there were cost savings in
many other cost categories in comparison to the prior year, the most notable being energy.
Other operating costs and EBITDA before exceptional costs
Combined distribution and administrative expenses, before exceptional costs, for the 18 months were
£10.6m, compared with £7.4m in the prior 12 month financial year, a meaningful reduction towards right-
sizing the business. EBITDA before exceptional costs in the last six months of the 18-month period improved
significantly as most of the actions taken started to deliver.
Loss before tax
The net finance expense for the 18 month period was £0.7m (FY23: £0.5m), which is a continuing
decreasing trajectory as repayments are made on fixed rate borrowings. In FY23 there was a £0.2m profit
on disposal from our JV share to our JV partner, Indica Industries UK Limited.
Currency
The Group’s overseas operations and certain key raw material suppliers require the Group to trade in
currencies other than Sterling, our base currency. During the period, operational transactions were
conducted in US Dollar, Swedish Krona and Euro. Certain purchases of key raw materials for production
are transacted in US Dollars and we implemented a hedging structure. As Euro revenues continue growing,
the Group continues to benefit from natural hedging, arising from its structure and trading balances.
11
Borrowing and net finance expense
Total borrowings for the Group, excluding IFRS16 lease liabilities, reduced significantly to £2.5m (FY23
£3.7m), as repayments have been made on the CBILS and the MEIF term loans, whilst hire purchase
liabilities marginally increased following further investments in plant and equipment in Germany and in the
UK. All term loans have fixed interest rates, and the slight reduction in the finance expense is a consequence
of borrowing reduction following repayments made. As a result, cash and cash equivalents decreased year
on year, however overall cash headroom remains strong. Our Group working capital facilities remained
entirely undrawn at the period end. As noted, the Group has commenced repayment of the MEIF term loan,
which requires full settlement by 31 January 2026. The lender has also waived covenants indefinitely.
The Board continues to review the Group's banking and funding arrangements with a view to ensuring that
they remain appropriate for its planned growth.
Cash, working capital and net debt
The Group ended the period with a net debt position of £1.1m excluding IFRS16 lease liabilities (FY23:
£1.6m). The Group has continued to optimise operating working capital during the period, improving it by
£1.6m across the Group.
Taxation
The effective tax rate in the period was below that expected based on current UK corporation tax levels.
Given the quantum of available tax losses compared to expected profitability in the next two years, the
Group has not recognised the majority of current period losses as a deferred tax asset. The Group has total
tax losses of £11.5 million, the majority of which are in the UK, to offset against future taxable profits.
Loss per share and dividends
Loss per share for the 18 month period was 3.05 pence (FY23: loss per share 1.67 pence) reflecting the net
loss in the period. The weighted average number of shares was 54,600,984 in the period (FY23:
54,600,984). The Board are not proposing a final dividend for the current period (FY23: £nil) and no interim
dividend was paid (FY23: £nil).
Going concern
The financial statements, based on current and forecast trading, the annual cash flow forecasts and the
available sources of finance, have been prepared on the going concern basis, further details of which are
provided in note 1 of the financial statements.
Financial risk management
Details of our financial risk management policies are disclosed in note 3 to the financial statements.
Desislav Dimitrov
Chief Financial Officer
24 June 2025
12
OUR COMMITMENT TO ESG
All the information below relates to calendar years unless otherwise stated.
Our future is about sustainable growth. For our business to thrive in the future we will need to be able to
demonstrate our ESG credentials. Focussing on ESG is not just a moral requirement, it is having a direct
positive impact on our revenues and profits.
•
ESG is at the heart of our business decisions, from operations, through R&D and into administration,
we make the right choices, not necessarily the easiest choices.
•
Our customers and investors are interested in and make their decisions based on our ESG
performance. We have a well-established range of measures being monitored to help identify where
we should focus to improve our ESG performance.
•
During the 18 months ended 31 March 2025 our key focus was on waste reduction, we have
reduced our waste sent to landfill by 58% and our percentage of recycled waste has increased to
92%. With further initiatives planned, we believe this will continue to improve.
Monitoring Strategy for ESG:
i.
Measure, monitor and manage continuous improvement of the key environmental data points
(energy, CO2, water and waste).
ii.
Maintaining our strong safety record.
iii.
Reduce total energy used /£m of revenue through continuous operational efficiency
improvements.
Environmental
Total energy usage:
•
Energy usage kW/h per £m of revenue reduced by 7%
Carbon footprint:
•
Total CO2 produced on a per £m of revenue basis, reduced by 11.1%, driven by our move to
renewable energy sourcing and improved operational efficiencies.
Water and Waste in UK:
•
Water usage continued to reduce by a further 37% last year on a m3/£m of sales basis. This was
due to improvements to the systems managing consumption and machinery draw off.
2020
2021
2022
2023
2024
Total Energy used in
buildings & process
kW/h
2,777,674
3,682,180
3,174,255
3,354,387
3,135,920
kW/h per million
turnover
114,699
138,293
148,302
139,204
129,852
21%
7%
-6%
-7%
Energy usage
2020
2021
2022
2023
2024
Total kgCO2
6,057,506 6,705,112 5,841,754
617,708
550,605
tonnes CO2 per million
of revenue
250
251.8
272.9
25.6
22.8
1%
8.4%
-90.6%
-11.1%
CO2e Emissions
13
Waste
o
Total waste produced has reduced by 16% measured on a tonnes/£m of sales.
o
Recycled waste per tonnes/£m of sales reduced 15% in 2024, reflecting increased efficiencies in
our process.
o
Landfill waste reduced 58% (39 tonnes) against previous year. The percentage of waste recycled
increased to 92%.
Safety
Autins is proud of its safety record, continuing our commitment to providing the safest possible environment
for our staff to work in.
•
Zero lost time accidents in 2024
•
7 years without a RIDDOR
•
3 First aid incidents in the year, a reduction of 2 from previous year.
Autins Group is very proud of its safety record, the quality of our products and services and the integrity in
the way we do business with all our partners and stakeholders. The way in which we do business is
underpinned by a core set of Company values and a code of business ethics, which are set out within our
Annual Corporate Responsibility Report.
Governance
The Autins Board is committed to maintaining the highest possible standards of Corporate Governance as
set out in detail in the Investor section of the company website under the heading ‘Governance’.
www.autins.co.uk/investors/governance/
The Board undertakes from time to time a full QCA Board Effectiveness Review and formal anti-bribery
training, along with Company management and staff.
“We are an international business operating in the global community – we take our responsibility to be a
good corporate citizen seriously.”
Andrew Bloomer
Chief Executive Officer
24 June 2025
14
DIRECTORS’ SECTION 172 STATEMENT
The Board of Directors consider that they, both individually and collectively, have acted in a way that would
be most likely to promote the success of the Company for the benefits of its members as a whole (having
regard to the stakeholders and matters set out in Section 172(1) (a-f) of the Act) in the decisions they have
taken during the period ended 31 March 2025.
In making this statement the Directors considered the longer-term needs of stakeholders and the
environment and have taken into account the following:-
•
the likely consequences of any decisions in the long term;
•
the interest of the Company’s employees;
•
the need to foster the Company’s business relationships with suppliers, customers and others;
•
the impact of the Company’s operations on the community and the environment;
•
the desirability of the Company maintaining a reputation for high standards of business conduct; and
•
the need to act fairly as between members of the Company.
15
KEY PERFORMANCE INDICATORS (‘KPIS’)
Lost Time Injury Frequency Rate (‘LTIFR’)
18 months ended 31 March 2025: 0.0
Year ended 30 September 2023: 3.4
KPI Definition
LTIFR is calculated as the number of lost time injuries leading to more than one day off work, divided by
one million and multiplied by the number of hours worked.
Comment
There have been no incidents in the period resulting in no lost time (being more than one day away from
work as a result of an incident at work).
Gross profit percentage
18 months ended 31 March 2025: 31.9%
Year ended 30 September 2023: 29.5%
KPI Definition
Measure is calculated as the gross profit divided by the revenue.
(Target: 30-35%)
Comment
The improved margin in the 18 months ended 31 March 2025 reflects the operational efficiencies achieved
in the production processes.
Non-UK revenue as a proportion of consolidated sales (%)
18 months ended 31 March 2025: 43%
Year ended 30 September 2023: 43%
KPI Definition
Measure is calculated as the value of sales to customers, based outside the UK, as a proportion of total
revenues.
(Target: 35%)
Comment
Non-Uk sales remained a consistent percentage of Group sales, ahead of target.
16
PRINCIPAL RISKS AND UNCERTAINTIES
Key Risk
Risk Details
Mitigation
The imposition
of tariffs on
motor vehicles
imported by the
USA.
The current US
administration is imposing
tariffs on many goods
imported including motor
vehicles. This may have
an impact on our major
customers.
The UK and USA have concluded a trade deal which
moderates the impact of tariffs on the UK car industry
and, therefore, the Group’s major customer.
However, there remains uncertainty of the impact of
the US tariffs for our European customers.
Our customers are working strategies around the
duties, to ensure sales continue in the key USA
market.
Failing to
successfully
implement our
growth
strategies
Our future success
requires continued
success in diversifying the
customer base and
regional sales.
The Group has diversified its customer base from 9
to over 100 over the last 8 years, European sales
represent 42% of Group turnover. We will continue
to build the breadth and depth of relationship with our
customer base and supplement that with pull through
marketing activity.
New products assist in ensuring we increase our
penetration within our customers allowing them to
better understand the benefits of Autins as a supplier.
Over-
dependence on
key customers
All countries have a high
customer concentration
with the largest customer
representing c.60% of
Group revenue.
Dependence on our major customer has reduced to
c.60%, and the relationships with all major customers
have been strengthened over the period. The target
addressable market within our specialist area of
automotive NVH is significant and therefore provides
huge potential for more customer diversification and
market share gain.
New products allow us to commence sales with new
customers both with new products as well as with
more traditional ones.
Our “Survive and Thrive” strategy includes customer
diversification, both at the OEM and Tier 1 level.
Retention of key
staff in
business-critical
roles
The Group has a high
level of reliance on certain
individuals in key roles
both for operational
management and for key
external relationships and
growth.
We have a highly collaborative and respectful culture
and regularly meet with all senior and key team
members so that people feel included. This fosters a
highly engaged and motivated team. We conduct bi-
annual staff surveys and hold site meetings with staff
and the Leadership team at least twice a year. The
employee turnover in the Group remains low and is
considered to be at a healthy level indicating strong
employee engagement.
In FY26 we are creating a long term incentive plan to
aid in the retention of key staff and allow them to
share in the success of our business
17
Key Risk
Risk Details
Mitigation
Major failure of
Neptune line
The Group’s Neptune
production line is the only
such facility in Europe.
Autins has a skilled set of engineers who have a
detailed knowledge of the workings of the Neptune
machine.
We have a robust maintenance schedule, coupled
with critical spare parts help in stock to minimise any
downtime.
We also have capacity available to run additional
shifts if a backlog occurs due to unplanned
downtime.
New
technologies
emerging to
render
traditional
passive NVH
solutions for
Thermal,
Acoustic and
NVH treatments
obsolete or less
attractive and
Neptune less
unique and less
competitive
Risk of new NVH
technologies (e.g. active
sound control) emerging
that usurp passive
resistance solutions
reducing our NVH market
size and/or emerging
technologies that reduce
the competitiveness of
Neptune
Having developed Neptune-R, Neptune Green and
SilentShell we must continue innovating to find ever
higher performance and more sustainable solutions.
We are also diversifying our product line up to ensure
that should one area of our business see an
emerging challenge, other product lines are there to
derisk our business.
AuDuct and AuTrim are great examples of this, both
offering acoustic and thermal benefits from current
products on the market. Electric vehicles need more
acoustic and thermal materials than a traditional
internal combustion engine, therefore our
addressable market is in fact growing.
Security of the
software
systems,
hardware and
Cyber Security
Interruption of access, or
loss of the systems could
negatively affect the
Group’s ability to produce,
despatch and invoice
customers as well as
interrupt the smooth
running of its own supply
chain. The latter could
also be impacted by
cyber-security issues, for
example if data transfer or
integrity was impacted.
In addition, the
Automotive industry is
moving to adopt
ISO27001 the TISAX
protocol, so that we will
need to meet these
standards.
The Group has invested in its IT infrastructure in
order to both improve operational functionality and
also protect sensitive and proprietary data from
cyber-attacks.
Specialist third party IT support consultants are
employed, with the use of multi-layer data backup
and storage. We are compliant with ISO27001 across
the Group and TISAX in Germany, which we will roll
out across the rest of the Group.
18
Key Risk
Risk Details
Mitigation
Currency and
foreign
exchange
A proportion of the
Group’s business is
carried out in currencies
other than Sterling. The
Group’s financial position
or results of operations
may be impacted to the
extent that there are
fluctuations in exchange
rates.
The Group maintains banking facilities in the
functional currency of overseas operations and
continues to seek, where possible, to buy materials
and services locally to the procuring site so as to
minimise transactional risk. Some natural hedging
prevails between Euro income and US$ purchases,
against our £GBP base currency.
Sustainability
and ESG
Sustainability and ESG
are becoming ever more
important topics for our
stakeholders, particularly
shareholders and
customers.
We have a Sustainability Policy document and issue
a Corporate Social Responsibility Report annually.
We have targets for carbon zero and we are already
ahead of target to achieve 68% improvement by
2030. In the last period we have reduced energy
usage by 7%, water usage by 37% and our total CO2
output reduced 11.1%.
The Strategic Report was approved by the Board on 24 June 2025 and signed by order of the Board by the
Chairman.
Adam Attwood
Chairman
19
GOVERNANCE
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each
financial period. As required by the AIM Rules for Companies, they are required to prepare the Group
financial statements in accordance with applicable law and International Accounting Standards in conformity
with the requirements of the Companies Act 2006 and have elected to prepare the Parent Company financial
statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted
Accounting Practice), including FRS 101 Reduced Disclosure Framework. 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 Parent Company and of the profit or loss of the Group for that period. In
preparing each of the Group and Parent Company financial statements, the Directors are required to:
●
select suitable accounting policies and then apply them consistently;
●
make judgements and estimates that are reasonable and prudent;
●
for the Group financial statements, state whether they have been prepared in accordance with
International Accounting Standards in conformity with the requirements of the Companies Act 2006;
●
for the Parent Company financial statements, state whether applicable UK Accounting Standards have
been followed, subject to any material departures disclosed and explained in the financial statements;
and
●
prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Group and the Parent Company and enable them to ensure that its financial statements
comply with the Companies Act 2006. They are also responsible for taking such steps as are reasonably
open to them to safeguard the assets of the Group and the Parent Company and to prevent and detect fraud
and other irregularities.
Website publication
The Directors are responsible for ensuring that the Annual Report and the financial statements are made
available on a website. Financial statements are published on the Company’s website in accordance with
legislation in the United Kingdom governing the preparation and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is
the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the
financial statements contained therein.
20
BOARD OF DIRECTORS
Adam Attwood
Non-Executive Chairman
Adam joined the Autins’ Board in January 2016 as Non-Executive Chairman. He has many years’
experience of working with growth-focused SMEs. Originally a corporate solicitor with Norton Rose Fulbright,
he moved into quoted company advisory and European M&A with Charterhouse Bank. He progressed to
direct private equity investment with Livingbridge Equity Partners focusing on investments in the Midlands
region. Adam has a portfolio of non-executive roles with manufacturing and branded businesses. Adam
chairs the Group’s Nominations Committee.
Andrew Bloomer
Chief Executive Officer
Andy joined the Company and the Board in April 2024 as Chief Executive Officer and Director of the
Company. Andy has over 20 years’ experience in Automotive, Advanced Materials and Thermal
Management. He has previously worked for Jaguar Land Rover, DENSO, Unipart and ultimately for 10 years
at Morgan Advanced Materials a FTSE 250 listed company as Sales and Marketing Director EMEA for their
Thermal Ceramics division where he had commercial responsibility for a c.£150m division across entities in
UK, Germany, Poland, Spain, Italy, France, United Arab Emirates and South Africa.
Desislav Dimitrov
Chief Financial Officer
Des joined Autins in 2021 as Group Financial Controller. He has over 15 years’ experience in accounting,
auditing and finance in building materials and manufacturing businesses. Prior to Autins Des worked at
Travis Perkins and CRH. At CRH he held responsibility for the UK holdings of the Group overseeing treasury,
entity rationalisation and financial processes optimisation. Des qualified as a chartered accountant (ACA)
at Deloitte in Birmingham and is currently a fellow of the ICAEW. He holds a Master’s degree in Finance
from Coventry University and BA in Political Science from Sofia University.
Mark Taylor
Non-Executive Director
Mark was appointed to the Board in November 2023 as a Non-Executive Director and is Chair of the Audit
and Remuneration Committees. He is a highly experienced chartered accountant and a member of the
ICAEW. He has worked in the accountancy profession throughout his career at KPMG, Baker Tilly
and ultimately for 19 years as a partner in Grant Thornton, before retiring in 2019. He was an audit and
transaction
support
partner
specialising in
due
diligence
in his final eight years with Grant
Thornton. Mark’s experience covered many sectors including the automotive supply chain. He also serves
as a non-executive director and chair of the audit and remuneration committee of Tandem Group plc since
2019.
Dr Qu Li
Non-Executive Director
Qu joined the Board as a Non-Executive Director in September 2024, as a representative of the Company’s
major shareholder Braveheart Investment Group plc. Qu is an entrepreneur, investor and businesswoman
with over 30 years of experience in corporate mergers and acquisitions, financing and investments in the
automotive industry. Qu is a Non-Executive Director of Braveheart Plc. She is also the founder and CEO
of Morris Commercial Ltd, a British automotive engineering and manufacturing company seeking to produce
zero emission full battery electric vehicles, that incorporate the original Morris design heritage.
21
CORPORATE GOVERNANCE STATEMENT
The Group has adopted the QCA Corporate Governance Code for Small and Mid-Size Quoted Companies
(the ‘QCA Code’) since September 2018. This is in line with the Board’s stated aims of seeking to apply, or
work towards, best practice for smaller quoted companies. The Group remains subject to the UK City Code
on Takeovers and Mergers.
The Directors note that a revised QCA Corporate Governance Code was issued on 13 November 2023,
which will apply to financial years commencing on or after 1 April 2024. The Directors are considering the
implications it has on the Group’s corporate governance.
The statement on Corporate Governance below should be read in conjunction with relevant sections of the
of this Annual Report and Account which are cross referred from these pages and the Group’s website –
www.autins.com.
QCA Principle 1: Establish a strategy and business model which promote long-term value for
shareholders
Leadership and day-to-day management of the Group is the responsibility of the Chief Executive. The
executive directors, in conjunction with the leadership team formulate, review and recommend the Group’s
strategy for Board approval as part of the annual planning cycle. The leadership team will then take
ownership of specific policy deployment plans that are designed to implement and promote the approved
strategy in addition to delivery of annual financial plans.
The Group’s business model has been designed to deliver sustainable, long term, profitable growth. As a
partner of choice for the automotive industry, we generate growth by providing differentiated acoustic and
thermal products with a clear benefit to the customer. We do this through a high-performing, values-led
organisation focused on delivering our strategic goals.
QCA Principle 2: Seek to understand and meet shareholders needs and expectations
The Group seeks regular dialogue with both existing and potential shareholders in order to confirm that our
wider investor relations plan has allowed shareholders to clearly understand the strategy, business model
and performance.
The executive directors meet with investors and analysts and also host tours of our facilities in order to
facilitate open communications regarding the Group’s business performance (both current and expected
future) and reconfirm the Board’s understanding of shareholders’ expectations and needs with regards the
Group.
Dr Qu Li was appointed to the Board in September 2024 as a representative of our largest shareholder
Braveheart, which holds 29.09% of the issued share capital. The Company, Braveheart and the Company’s
nominated adviser have entered into a relationship agreement to ensure the Company is capable of carrying
on its business independently at all times. The costs associated with Qu’s appointment and tenure are borne
by Braveheart.
The Board recognises the importance of retail investors to the Group and understands that information that
is available to institutional investors may not be accessible to retail investors. The Group will therefore
provide information that it believes will be helpful to all shareholders regarding future expectations on its
website from no later than September 2025.
The Board recognises the importance of the Annual General Meeting (‘AGM’) and therefore encourages
participation by all investors at the AGM. All Board members present at the AGM therefore make themselves
available to answer any questions from shareholders that may arise.
The results of the AGM are subsequently published on the Company’s corporate website and are
announced through a regulatory information service. The Board will also disclose any actions to be taken
as a result of resolutions, for which, votes against have been received from at least 20 per cent of
independent shareholders.
The Group has not appointed a Senior Independent Director but considers annually whether one should be
appointed.
QCA Principle 3: Take into account wider stakeholder and social responsibilities and their
implications for long-term success
The Group recognises the need to maintain effective working relationships across a range of stakeholder
groups including its employees, customers, suppliers, shareholders and the wider community in which it
operates. The Group’s commitment to effective ESG governance is set out on pages 12 to 13.
22
The Board’s primary responsibility is to promote the success of the Group for the benefit of its shareholders,
but the Board recognises its obligation to balance the Group’s operations and working methodologies to
take account of, and balance with, the needs of all of the wider stakeholder groups. Where feedback is
received from stakeholders, the Group endeavours to make appropriate amendments to working
arrangements and operational plans to address this feedback whilst remaining consistent with the Group’s
longer-term strategies.
The Group continues to promote Autins’ Values, a set of six principles designed to influence the way we
work together, drive performance and inform our response to stakeholder needs and the Group’s
responsibilities to them.
QCA Principle 4: Embed effective risk management, considering both opportunities and threats,
throughout the organisation
The Audit Committee provides guidance; having taken feedback from management and third party advisers,
to the Board with regards the effectiveness of the Group’s system of Internal Control. The Group has
designed and implemented systems to manage, limit and control the risk of failure to achieve business
objectives. As with all systems, the Group’s processes cannot eliminate all risk completely but provide
reasonable rather than absolute assurance against material loss or misstatement.
The Chief Financial Officer leads a continuous process, with support from the leadership and finance team,
to identify, evaluate and manage the Group’s significant risks. The Group’s register of potentially material
or significant risks are reviewed by the Board twice per annum.
As an SME, the executive directors, supported by the Group’s leadership team, are actively involved in the
daily management of all aspects of Group operations and meet on a regular basis to discuss:
●
Quality, environmental and health and safety performance.
●
Monthly financial and commercial results of the business compared to forecast.
●
Achievement against annual policy deployment activities that support the Board’s delivery of the
strategic plans.
●
Business risks and appropriate control systems improvements to manage those risks.
●
Progress on performance improvement projects.
●
Steps taken to embed internal control and risk management further into the Group’s operations.
On a monthly basis, agreed financial and non-financial KPIs together with management accounts are
reviewed by the Board to assess progress against its key objectives for the year. The executive directors
provide a supporting written commentary in order to highlight key areas of performance and address
previously agreed areas of interest. These KPI’s, management accounts and more detailed departmental
level data are cascaded via the leadership team throughout the organisation.
The Board further considers whether any significant strategic, organisational or compliance issues have
occurred (or are at risk) to ensure that the Group’s assets are safeguarded and financial information and
accounting records can be relied upon.
A summary of the principal risks and uncertainties facing the Group, as well as mitigating actions, are set
out on pages 16 to 18 of this report.
QCA Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair
Role of the Board
The Company and Group are managed by a Board of Directors, chaired by Adam Attwood, who are
ultimately responsible for taking all major strategic decisions and also addressing any significant operational
matters whilst overseeing that good governance is maintained across the Group. Deployment of the Group’s
strategy and management of day-to-day decisions is delegated to the executive directors and the leadership
team. The Board also reviews the Group’s risk profile and the adequacy of the implemented systems of
internal control that are in place. The management information systems continue to be evolved to adapt to
changing data enquiry needs and to ensure that they are capable of facilitating informed decisions by the
Board to allow them to properly discharge their duties.
Delegation of responsibilities
The Group maintains a formal schedule of matters reserved for the Board which is reviewed at least
annually. A schedule of delegated authorities under which management can operate without reference to
the Board exists and was last reviewed, revised and approved by the Board in March 2025.
23
Board composition
The Board consists of two executive directors, a non-executive chair and one independent non-executive
director and one non-executive who represents our major shareholder, Braveheart. During the period ended
31 March 2025 there were two non-executive directors who were considered to be independent of
management by the Board and were free from any business or other relationship that could materially
interfere with the exercise of their independent judgement in accordance with the QCA Code.
The Group considers annually whether a Senior Independent Director should be appointed but has not
currently chosen to do so.
The Board are satisfied that they have sufficient members and with an appropriate balance of skills and
experience to allow it to operate effectively and exert control over, and provide challenge and guidance to,
the business and its management team. No individual Board member has unconstrained powers to make
decisions of a material nature.
Role of Chair and Chief Executive
The Chair and Chief Executive Board positions are separate with clearly defined individual duties and
responsibilities. The Chair is responsible for the leadership and management of the Board and its
governance and as such meets regularly and separately with the executive and non-executive directors to
discuss matters for the Board. Adam Attwood has served as Chair since January 2016 and so has been
Chair for more than the recommended nine years. The Board recognise this but consider Adam continues
to demonstrate independent judgement in execution of his role as Chair. In addition, given tthere is a new
Chief Executive and a new Chief Financial Officer have recently been appointed, it considers that Adam’s
in-depth knowledge of the Group’s history and business is very valuable to the Group. Accordingly, the
Board believes he should continue as Chair. The Board also strongly believes that any further disruption to
the Board in the short term would distract from the delivery of the Survive and Thrive strategy, which would
not be in the interests of the shareholders as a whole. Furthermore, this matter has been discussed with
key shareholders, and the Board believes that the majority of shareholders support this approach. It is
anticipated that as the performance of the business improves, the Board will review this position and
commence a succession process when it considers that it can attract the calibre of candidate to lead the
Group on the next stage of its growth journey.
The Chief Executive is responsible for day-to-day management and leadership of the Group. This includes
guiding the leadership team, in its formulation, review and confirmation of the Group strategy for Board
approval and subsequent execution.
The Board convenes regularly with at least 10 scheduled meetings per year. These meetings incorporate
an annual strategy day and scheduled presentations by leadership team members to provide the Board with
additional insight into their area of expertise. Additional meetings are held in person or via online audio and
web conferencing platforms, whichever provides the most efficient, timely, or safe solution at a given time.
Details of Directors’ attendance at scheduled Board and Committee meetings during the period can be found
on page 27 within the Director’s report.
QCA Principle 6: Ensure that between them, the Directors have the necessary up-to-date
experience, skills and capabilities
The Board is considered to have all appropriate skills, experience and knowledge sufficient to give it the
ability to constructively challenge strategy, decision making and scrutinise business performance.
The Board’s biographical details are set out on the Group’s website and within this Annual Report and
Accounts on page 20.
Board composition remains under review to ensure it remains appropriate to the strategic and managerial
requirements of the Group. At least one third of the Directors are required, in accordance with the Company’s
Articles of Association, to retire annually in rotation. This enables the Shareholders to decide on the election
of the Company’s Board.
Attendance and participation in relevant training, networking and update events are encouraged in order to
create, maintain or enhance relevant skills and knowledge. Updates from the Quoted Companies Alliance
and external advisers are utilised to ensure relevant knowledge of Corporate Governance matters where
appropriate.
All Directors have access to the Group’s (or independent) professional advice at the Company’s expense.
In addition, they have access to the advice and services of the Company Secretary who is responsible to
the Board for advice on corporate governance matters.
24
QCA Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement
As part of his responsibilities with regards Board effectiveness and governance, the Chair, informally
assesses the performance of the Board and its Directors on an ongoing basis and brings to the relevant
party’s attention any areas for improvement.
The Board has committed to using the QCA Board effectiveness review to assess the 12 defined key areas
of Board effectiveness. This has not been completed in FY25 due to the significant changes to the Board
in the period but will recommence in FY26.
The Board is satisfied that its operating culture is open and dynamic enough not to warrant the use of Group
resources for an externally facilitated review at this time. This approach will be reviewed on an annual basis.
The effectiveness of the Board and its Committees are reviewed on at least an annual basis but kept under
review in accordance with Corporate Governance best practice.
QCA Principle 8: Promote a corporate culture that is based on ethical values and behaviours
As an SME, we recognise that it’s our people that will underpin delivery of our business model. We therefore
aim to create systems and roles that support the recruitment, retention, engagement and development of
our staff in response to ever-changing customer demands.
Autins operates its Core Values that seek to establish a framework which all employees can support, will
govern our behaviours and underpin a high performance culture that the Board believes is required in order
to deliver our strategy.
Our aim is that the Group’s culture will be built on these Autins Values and they will inform the expected
behaviours that will be an integral part of our induction, appraisal and performance management and
remuneration processes. We have already established a twice yearly leadership organisational
management review which allows for peer to peer review of critical business challenges, staff performance
and reward.
A positive health and safety culture is promoted within the business and the Group seek to reflect this in all
of our policies and procedures, as well as in our approach to the training and development of the people
involved in our operations. Health and Safety is the standing first agenda item at all Board and leadership
meetings. The Group’s Health and Safety Manager, who reports ultimately to the Chief Executive, has direct
access to the executive directors should he wish to raise any urgent concerns.
The Group’s policies and procedures are given to all new employees at induction, and are available to both
permanent and temporary staff via our employee engagement app. The app is also the Group’s portal for
anti-bribery, corruption and whistle-blowing policy. Any concerns raised are passed directly to the Chair of
the Audit Committee for independent review. All policies and procedures are subject to a periodic review
and re-approval to ensure they continue to meet their aims.
The Group’s share dealing code is applicable to all staff and available for review on the employment
engagement app. All staff are subject to a closed period from the last day of each full or half year until 48
hours after the results for that period have been published and require authorisation from the Company
Secretary for any trading activity outside of a close period.
QCA Principle 9: Maintain Governance structures and processes that are fit for purpose and
support good decision making by the Board
The Board maintains separate Audit, Nomination and Remuneration Committees whose purpose is to
consider and oversee issues of policy outside main Board meetings.
Audit Committee
The Audit Committee is comprised of the non-executive Directors and is chaired by Mark Taylor.
The Committee’s role is described within the Audit Committee Report set on page 32.
Remuneration Committee
The Remuneration Committee comprises the three non-executive directors and is chaired by Mark Taylor.
The Committee is responsible, within its agreed terms of reference, for the following remuneration matters:
●
Setting and reviewing the remuneration policy for all executive directors and the senior leadership
team.
●
Confirm that remuneration payments made to directors and the senior leadership team are consistent
with approved policy.
25
●
Ensuring that remuneration payments are in accordance with appropriate benchmarks as well as
assessing changes in practice that may have future remuneration impacts.
●
Overseeing incentives-based remuneration for senior management or other employees identified as
relevant by the Committee.
In carrying out these duties the Committee shall ensure the appropriateness, relevance and market practice
in respect of such remuneration policy.
Nominations Committee
The Nominations Committee comprises the three non-executive directors and is chaired by Adam Attwood.
It has responsibility for reviewing the size, composition and structure of the Board (and its committees) and
making recommendations of any changes it believes are required for succession planning. The Committee
identifies and nominates for approval by the Board candidates to fill vacancies as and when they arise as
well as reviewing the results of any Board performance evaluations and proposing corrective actions if
required. The Committee, in conjunction with the Chief Executive, reviews annually the succession planning
strategy for the senior leadership team.
Whilst the Committee has ultimate responsibility for reviewing the structure, size and composition of the
Board and recommending any changes required, in practice the Board, as a whole, considers any
recommendations for appointments.
Interaction with the Board and governance
During the year, the Chair of each committee will provide the Board with a summary of key issues
considered, and conclusions drawn, at the committee meetings. Details regarding the frequency and
attendance of meetings for these committees are contained in the Director’s Report.
Written terms of reference have been established (and are regularly reviewed) for all Board committees.
These terms of reference are available on the Group’s Investor website and confirm the duties, authority,
reporting responsibilities and minimum meeting frequency for each committee.
Board committees are authorised, in the furtherance of their duties, to engage the services of external
advisers as they deem necessary at the Company’s expense.
QCA Principle 10: Communicate how the Group is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
The Group communicates formally with shareholders via the Annual Report and Accounts, the full-year and
half-year results announcements and associated presentations, periodic market announcements and
trading updates (as appropriate) and the AGM.
The executive directors periodically meet with analysts and shareholders in face-to-face meetings as well
as hosting investor road shows and events both at the Group’s and investors’ premises.
The Group’s website has been designed to allow a more accessible platform to communicate the Group’s
strategy, products and processes to the wider community. A dedicated Investors section is maintained within
the main site and is updated regularly. The Investors’ website contains all financial reports and associated
Investor presentations since the Group’s Initial Public Offering, together with downloadable copies of
standing data (including the terms of reference of the Board’s subcommittees) that are of use to
stakeholders. We continue to use social media platforms primarily for companywide announcements and
to promote success stories.
This governance statement was last reviewed and approved on 24 June 2025.
26
DIRECTORS’ REPORT
FOR THE 18 MONTHS ENDED 31 MARCH 2025
The Directors present their report and the audited financial statements for the Group and the Company for
the 18 months ended 31 March 2025.
In accordance with section 415 of the Companies Act 2006 particulars of important events affecting the
Group, together with the factors likely to affect its future development, performance and position are set out
in the strategic report on pages 2 to 18 which is incorporated into this report by reference.
The Directors’ statement on corporate governance is set out on pages 21 to 25. This report should be read
in conjunction with information concerning Directors’ Remuneration and employee share schemes in the
Remuneration report on pages 30 to 31 and which is incorporated by way of cross-reference into the
Directors’ Report.
The principal activities of the Group are the manufacture and sale of insulating materials primarily to the
automotive industry. The Company is an investment holding company. The Directors are not aware, at the
date of this report, of any likely changes in the Group’s activities in the next year.
Results and dividends
The results for the period are set out in the consolidated income statement and consolidated statement of
comprehensive income on pages 41 and 42. Following the period end, the Directors assessed the
appropriateness of the Group declaring a final dividend and concluded that no dividend would be
appropriate.
Directors
The Directors who served during the period under review and up to the date of approving the Annual Report
and Accounts were:
●
Adam Attwood;
•
Andrew Bloomer (appointed 22 April 2024)
•
Desislav Dimitrov (appointed 3 March 2025)
•
Mark Taylor (appointed 13 November 2023)
•
Dr Qu Li (appointed 25 September 2024)
●
Gareth Kaminski-Cook (resigned 19 April 2024)
●
Kamran Munir (resigned 18 November 2024)
●
Andrew Burn (resigned 28 March 2024)
Corporate governance
The Directors’ statement regarding corporate governance can be found on pages 21 to 25. The Company
is a member of the Quoted Company Alliance (‘QCA’) and has adopted the QCA Corporate Governance
Code for Small and Mid-Size Quoted Companies (the implementation of corporate governance standards
through the year).
Board of Directors and Board committees
Biographical details of all the Directors at the date of this report are set out on page 20.
The Board has formally delegated certain duties and responsibilities to the Audit, Remuneration and
Nomination Committees. These committees seek advice from the Company’s advisers as the need arises
and operated throughout the year. Their roles and membership are stated on page 32 as part of the
corporate governance statement.
27
Meetings of the Board and its Committees
The following table sets out the number of meetings of the Board and Committees during the period under
review and individual attendance by the relevant members at these meetings:
Board
Audit Committee
Remuneration
Committee
Nomination
Committee
Number Attended
Number Attended
Number Attended
Number Attended
Adam Attwood
17
17
6
6
4
4
2
2
Andrew Bloomer
(appointed 22 April 2024)
11
11
-
-
3
3
-
-
Desislav Dimitrov
(appointed 3 March 2025)
1
1
-
-
1
1
-
-
Mark Taylor
(appointed 13 November 2023)
17
17
6
6
3
3
2
2
Dr Qu Li
(appointed 25 September 2024)
6
6
2
2
1
1
1
1
Gareth Kaminski-Cook
(resigned 19 April 2024)
6
6
-
-
-
-
-
-
Kamran Munir
(resigned 18 November 2024)
12
12
-
-
-
-
-
-
Andrew Burn
(resigned 29 March 2024)
6
5
3
3
-
-
-
-
Should a director be unable to attend a meeting, their comments on the business to be considered at the
meeting are discussed with the Chair ahead of the meeting so that their contribution can be included in the
wider Board discussion.
Auditor independence
The Audit Committee and the Group’s external auditor, Dains Audit Limited, have safeguards in place to
avoid the possibility that the auditor’s objectivity and independence could be compromised. These
safeguards include the auditor’s report to the Audit Committee on the actions they take to comply with the
professional and regulatory requirements and best practice designed to ensure their independence from the
Company.
The Group’s auditor, through one of its group companies acquired in the period, provided tax services
amounting to £22,565 during the period (2023: £nil).
Re-election of Directors
At every Annual General Meeting, at least one-third of the directors (excluding any director appointed since
the previous AGM) or, if their number is not a multiple of three, the number nearest to but not exceeding
one-third, shall retire from office by rotation.
Directors’ interests and indemnity arrangements
At no time during the period did any director hold a material interest in any contract of significance with the
Company or any of its subsidiary undertakings excepting an indemnity provision between each Director and
the Company and employment contracts between each Director and the Group. The Group has purchased
and maintained throughout the period Directors’ and Officers’ liability insurance in respect of all Group
companies.
Directors’ interests in shares
The beneficial interests in the shares of the Company of those Directors serving at 31 March 2025 are noted
in the Directors’ Remuneration report set on pages 30 to 31.
Share capital
Full details of the Company’s authorised and issued share capital are set out in note 20 to the consolidated
financial statements.
The Company has one class of ordinary share capital with a nominal value of £0.02 each. The rights and
obligations attached to the ordinary shares are governed by UK law and the Company’s Articles of
Association.
28
Major interests in shares
The following substantial interests (3% or more) in voting rights attaching to the Company’s ordinary shares
had been notified to the Company:
Shareholder
Number of
voting rights
as at
31 March 2025
% voting
rights as at 31
March 2025
Number of
voting rights
as at
30 September
2023
% voting
rights as at
30 September
2023
Braveheart Investment Group (UK)
15,884,000
29.09%
8,785,000
16.09%
Schroder Investment Management
12,752,730
23.36%
13.252.730
24.27%
Stonehage Fleming Family & Partners
10,400,000
19.05%
10,400,000
19.05%
Premier Miton Group (formerly Miton
Group plc)
3,834,416
7.02%
4,775,156
8.75%
Quai Investment Services (London)
2,231,694
4.09%
1,604,363
2.94%
Karen Holdback (UK)
2,025,000
3.71%
2,025,000
3.71%
Kevin Westwood (UK)
2,025,000
3.71%
2,025,000
3.71%
Financial risk management
In certain circumstances, the Group uses financial instruments to manage specific types of financial risks,
including those relating to credit and foreign currency exchange. The Group’s objectives and policies on
financial risk management including information on liquidity, capital, credit and risk can be found on pages
57 to 59 of the financial statements.
Future business development
Our Strategy is to focus primarily on the automotive, commercial vehicle and adjacent markets:
•
Build broader and deeper relationships across auto and commercial OEM’s and Tiers, particularly in
Engineering, Purchasing, and technology partners.
•
Create a more technical product offering, which has higher recycled content or is fully recyclable,
particularly leveraging our Neptune technology.
•
Create pull through demand and enquiries using a variety of marketing channels.
Research & Development
The Group has a Research and Product Development Strategy and a prioritised programme of projects
which is led jointly by the UK Commercial and Projects Director and the Group R&D Manager. The Board
reviews the programme twice a year and has a standing agenda item for each Board meeting to review
key projects.
Strategic priority is given to environmental projects and maximising profit improvement.
Health and safety
The Chief Executive, with support from a full time Environmental, Health and Safety professional, has overall
accountability for health and safety across the organisation.
The Group remains committed to providing a safe and healthy working environment for staff and contractors
alike. Groupwide health and safety standards and systems exist to set out, in support of a one company
approach, the required range of policies and procedures designed to manage risks and promote wellbeing
at all sites.
Management and the Board regularly review a range of health and safety performance measures and take
appropriate steps to address any areas for concern including ensuring lessons learned from incidents that
occur are shared across the Group for best practice improvements.
Since 2020 an increased level of attention has been given to knowledge and awareness around mental
health in the workplace. This included external training for the Group H&S Manager and UK HR Manager.
Charitable and political donations in the period
The Company did not make any political or charitable donations during the period.
29
Going concern
Going concern is considered in note 1 to the financial statements.
Auditor
As recommended by the Audit Committee and pursuant to section 487 of the Companies Act 2006, the
Company will propose a resolution at the AGM to reappoint Dains Audit Limited as auditor and authorise
the Directors to agree their remuneration.
Audit information
The Directors who were in office on the date of approval of the Directors’ Report have confirmed that, so far
as they are aware, there is no relevant audit information of which the Company’s auditor is unaware. Each
of the directors has confirmed they have taken all the reasonable steps that they ought to have taken as a
director to make themselves aware of any relevant audit information and to establish that the Company’s
auditor is aware of the information.
The confirmation is given and should be interpreted in accordance with the provisions of section 418 of the
Companies Act 2006.
Annual General Meeting
Details of the Company’s Annual General Meeting and the resolutions to be proposed are set out in the
separate Notice of Meeting.
The meeting will be held at 10:30am on 17 September 2025 at the Company’s main offices at Central Point
One, Central Park Drive, Rugby, Warwickshire, CV23 0WE.
The Directors’ Report has been approved by the Board of Directors on 24 June 2025.
By order of the Board.
Desislav Dimitrov
Director
Autins Group plc
Central Point One
Central Park Drive
Rugby
Warwickshire CV23 0WE
Company number: 08958960
30
DIRECTORS’ REMUNERATION REPORT
The remuneration of the executive directors and certain other key management team members is subject
to the approval and oversight of the Remuneration Committee which is chaired by Mark Taylor.
The Company’s remuneration policy is designed to promote the achievement of its strategic goals with
regard to growth and diversification and to attract and retain staff and directors capable of accelerating
achievement of the strategic plans.
In setting the measurement of executive performance, due notice is taken of the risk profile of the business
and to reward progress. The Committee believes that the Executive Directors and Leadership team should
be rewarded for securing long-term growth that provides for a sustained growth of investor returns.
Fixed pay is based on a market-based approach which takes into account the size of the Group, peer review
of compensation packages and the experience and qualifications of the executive in question. Variable pay
is designed to promote outperformance, which is achievable, repeatable and sustainable.
Directors
The Directors who served during the period under review and up to the date of approving the Annual Report
and Accounts are disclosed in the Directors’ Report.
At every Annual General Meeting, at least one-third of the Directors (excluding any Director appointed since
the previous AGM) or, if their number is not a multiple of three, the number nearest to but not exceeding
one-third, shall retire from office by rotation.
Directors’ interests – interests in shares
2p ordinary
shares at 31
March 2025
% of issued
ordinary share
capital
2p ordinary
shares at
1 October 2023
% of issued
ordinary share
capital
Adam Attwood
675,000
1.24
675,000
1.24
Andrew Bloomer (appointed 22 April 2024)
-
-
-
-
Desislav Dimitrov (appointed 3 March 2025)
-
-
-
-
Mark Taylor (appointed 13 November 2023)
-
-
-
-
Dr Qu Li (appointed 25 September 2024)
-
-
-
-
Gareth Kaminski-Cook (resigned 19 April 2024)
-
-
245,228
0.45
Kamran Munir (resigned 18 November 2024)
-
-
45,000
0.08
Andrew Burn (resigned 28 March 2024)
-
-
-
-
Directors’ interests – interests in share options
There were no share options arrangements in place at 31 March 2025. However, two new share option
arrangements will be established as detailed below.
2025 EMI share option scheme
This scheme will be established for Andy Bloomer and Des Dimitrov and share options will be awarded
based on the net profit after taxation for the year ending 31 March 2026 exceeding the budgeted net profit
after taxation for that year. The maximum number of share options that can be awarded is 407,143 to Andy
Bloomer and 257,143 to Des Dimitrov depending by how much the budgeted net profit after taxation is
exceeded. The share options will be awarded once the Annual Report for the year ending 31 March 2026
has been signed by the auditors. Once awarded 50% can be exercised immediately and 50% 12 months
after that date. Once the share options are exercised 75% of the shares must be retained for at least 12
months.
In respect of the year ending 31 March 2026 there is no cash bonus arrangement in place for Andy Bloomer
and Des Dimitrov. There is a cash bonus scheme in place for the rest of the Leadership Team.
31
Long Term Incentive Plan (‘LTIP’)
This scheme will be established for Andy Bloomer, Des Dimitrov and the rest of the Leadership Team. This
is a three year plan with share options awarded based on achievement of challenging net profit after taxation
targets for the three years ending 31 March 2028, the achievement of significant increases in the Company’s
share price and the recommencement of the payment of dividends in respect of the year ending 31 March
2027. The maximum number of share options that can be awarded under this scheme is 3,950,000. The
share options will be awarded once the Annual Report for the year ending 31 March 2028 has been signed
by the auditors. Once the share options are exercised 75% of the shares should be held for a minimum of
two years.
Contracts of service
The Chief Executive Officer, Andy Bloomer, has a service agreement containing nine months’ notice, and
claw back and malus clauses with regard to any paid or unpaid bonuses.
The Chief Financial Officer, Des Dimitrov, has a service agreement containing six months’ notice, and claw
back and malus clauses with regard to any paid or unpaid bonuses
The non-Executive Directors, Adam Attwood, Qu Li and Mark Taylor, have service agreements with a three
months’ notice period.
Salaries and benefits
The Remuneration Committee meets at least twice per year to consider, review and set the remuneration
packages for the Executive Directors.
Remuneration is benchmarked annually to ensure it remains comparable and competitive with companies
of a similar size and complexity. Remuneration for the executive directors comprises basic salary, pension
contributions and benefits in kind (including healthcare, company cars and life insurance). The non-
Executive Directors’ remuneration, with the exception of Dr Qu Li who is not remunerated, consists of basic
salaries but they are also reimbursed for travel and other out-of-pocket expenses.
Period ended 31 March 2025
Salary
£000
Bonus
£000
Benefits
£000
Pension
£000
Total
FY25
£000
Total
FY23
£000
A Attwood
90
-
-
-
90
60
A Bloomer (appointed 22 April 2024)
179
-
10
18
207
-
D Dimitrov (appointed 3 March 2025)
11
-
-
1
12
-
M Taylor (appointed 13 November 2023)
50
-
-
-
50
-
Dr Q Li (appointed 25 September 2024)
-
-
-
-
-
-
G Kaminski-Cook (resigned 19 April 2024)
249
2
9
-
260
265
K Munir (resigned 18 November 2024)
283
42
6
30
361
208
A Burn (resigned 28 March 2024)
22
-
-
-
22
17
N MacDonald (resigned 30 June 2023)
-
-
-
-
-
34
884
44
25
49
1,002
584
FY25 is for the 18 months ended 31 March 2025.
FY23 is for the 12 months ended 30 September 2023.
A bonus of £2,000 each was paid to Gareth Kaminski-Cook and Kamran Munir in September 2024 to reflect
the achievement of personal goals set by the Board. In addition, Kamran Munir was paid £40,000 in relation
to an historic arrangement for his support during the Covid period and was payable if he remained with the
Company for two years.
By order of the Board
Mark Taylor
Non-Executive Director and Chair of the Remuneration Committee
24 June 2025
32
AUDIT COMMITTEE REPORT
Members of the Audit Committee
The Committee currently consists of all serving non-executive directors. The Committee was chaired by
Mark Taylor.
The Board is satisfied that as Chair of the Committee in the period, Mark Taylor has relevant and recent
financial experience as well as being a Chartered Accountant who has served as an audit partner and Chair
of Audit Committee in another organisation.
Meetings of the Committee may, by invitation, be attended by the Chief Executive and the Chief Financial
Officer. The Committee met formally six times in the period. There were also several informal meetings with
the external auditors.
The Committee reports the outcome of its deliberations at the subsequent Board meeting and minutes of
each meeting are made available to all members of the Board.
Duties
The Audit Committee’s duties are set out in its terms of reference, which are available on the Company’s
website (www.autins.com/investors) and on request from the Company Secretary.
The normal items of business considered by the Audit Committee during the period included:
●
Review of the risk management and internal control framework;
●
Review of the financial statements, Annual Report and investor presentations;
●
Consideration of the external audit report and management representation letter;
●
Review of the interim results and associated presentation for investors;
●
Review of the audit plan and audit engagement letter for the 18 months ended 31 March 2025; and
●
Meetings with the auditor with and without management present.
Role of the Auditor
The Audit Committee monitors the relationship with the auditor, Dains Audit Limited, to ensure that auditor
independence and objectivity is maintained.
The Committee monitors the provision of any non-audit services by the external auditor (if any). During the
period, the auditor, through one of its group companies acquired in the period, provided tax services
amounting to £22,565 (2023: £nil). We have subsequently changed the tax services provider to an
independent firm.
The Audit Committee recommends Dains Audit Limited be reappointed as auditor at the next AGM.
Audit process
The auditor prepares and presents a plan for the audit of the financial statements that establishes the scope,
areas of special focus and audit timetable. This plan is reviewed and agreed by the Audit Committee.
Following the audit of the annual financial statements the auditor presents its findings to the Audit Committee
for discussion. There were no major areas of concern highlighted by the auditor during the period beyond
those areas of significant risk and audit judgment that are routinely discussed and disclosed in their report
to the members of the Company.
Internal audit
The Committee considers that, taking account of the size and structure of the Group’s trading and assets,
an internal audit function is not required. The Committee will keep this under review to ensure that as the
Group develops and complexity increases appropriate resources are dedicated to the creation of an internal
audit function.
Risk management and internal controls
As described on page 22 of the Corporate Governance Report, the Group has established a framework of
risk management and internal control systems, policies and procedures. The Audit Committee is responsible
for reviewing the risk management and internal control framework and ensuring that it operates effectively.
During the period, the Committee has reviewed the framework and the Committee is satisfied that it is
currently operating effectively.
33
Whistleblowing
As noted in the Corporate Governance Report, the Group has a formal whistleblowing policy which sets out
the process for any employee of the Group to raise, in confidence, any concerns about possible
improprieties in financial reporting or other governance matters. The Chair of the Audit Committee acts as
the independent reviewer for any concerns that are raised, with any relevant matters and actions recorded
at the next appropriate meeting. During the period, there have been no incidents recorded or raised for
consideration.
By order of the Board
Mark Taylor
Non-Executive Director and Chair of the Audit Committee
24 June 2025
34
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUTINS GROUP PLC
Opinion
We have audited the financial statements of Autins Group plc (the ‘Parent Company’) and its subsidiaries
(the ‘Group’) for the period ended 31 March 2025 which comprise the Consolidated Income Statement, the
Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of
Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated Statement of Cash Flows and notes to the financial statements, including significant
accounting policies.
The financial reporting framework that has been applied in the preparation of the group financial statements
is applicable law and UK adopted International Accounting Standards in conformity with the requirements
of the Companies Act 2006. The financial reporting framework that has been applied in the preparation of
the Parent Company financial statements is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally
Accepted Accounting Practice).
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 31 March 2025 and of the Group’s loss for the period then ended;
•
the group financial statements have been properly prepared in accordance with UK adopted
International Accounting Standards in conformity with the requirements of the Companies Act 2006;
and
•
the parent company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, and
•
the financial statements 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
responsibilities for the audit of the financial statements section of our report. We are independent of the
Group and the 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 as applied to listed entities, 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.
Our approach to the audit
As part of designing our audit approach, we obtained an understanding of the Group and its environment,
we determined materiality and assessed the risks of material misstatement in the financial statements. In
particular, we looked at where the Directors made subjective judgements, for example in respect of
significant accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal
controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of
material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion
on the financial statements as a whole, taking into account the structure of the Group and the Parent
Company, the accounting processes and controls, and the industry in which they operate and assessing the
risks of material misstatement at the Group level.
The Group financial statements are a consolidation of five reporting units, comprising the Group’s trading
businesses and holding company. In establishing the overall approach to the Group audit, we assessed the
audit significance of each reporting unit in the Group by reference to both its financial significance and other
indicators of audit risk to the Group, such as the complexity of operations and the degree of estimation and
judgement in the financial results.
35
Based on our assessment we have focussed our audit on the UK and German businesses, Autins Group
plc, Autins Limited and Autins GmbH. These entities were subjected to full scope audits for Group purposes
by the Group engagement team. At a Group level we tested the consolidation and performed reviews at
group level on the remaining aggregated financial information not subject to audit.
The businesses where we audited the entire financial information accounted for 92% of group revenues and
61% of total assets. Specified audit procedures were performed by the group audit team on a further 24%
of total assets. The remaining revenues and total assets were reviewed at group level.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters
How our scope addressed this matter
Impairment risks
The Group has goodwill, other
intangibles, property, plant and
equipment and right of use assets
of £15.3m. In accordance with
accounting standards, goodwill is
not amortised but is subject to an
annual impairment review through
assessment of the value in use of
the Automotive Noise, Vibration
and Harshness (“NVH”) CGU to
which
it
is
attributable.
The
existence of continuing operating
losses and the Group’s market
capitalisation being lower than the
consolidated net assets, provide
indicators that impairments may be
present.
In addition, property, plant and
equipment within the NVH CGU
includes the Neptune production
facility with a net book value of
£4.3m. This facility was completed
and brought into use in 2018 and
whilst
volumes
continue
to
increase,
it
is
currently
still
operating below full capacity.
Therefore we consider there to be a
significant risk in relation to the
achievement of the forecast future
trading and cash flows used to
determine
the
value
in
use
supporting the carrying value of the
We have tested the judgements made by management
in undertaking the impairment tests. This included:
• Identifying the Cash Generating Units (CGUs) and
validating the assumptions and evidence supporting
the allocation of the associated revenue, costs and
assets to CGUs;
• Reconciling the information used in the value in use
models to the underlying accounting records and
the budgets and forecasts for the Group;
• Recalculating the discount rate used to discount the
cash flows in each CGU and changes made to
incorporate the risks in the business and sector;
• Comparing the forecasts to the information used to
assess the going concern assumption and
challenging the robustness of the key assumptions,
including revenue and profit growth;
• Considering the appropriateness of the sensitivities
applied by management. This included reviewing
the stress testing undertaken by management to
assess the appropriateness of the assumptions
applied for the relevant scenarios, assessing the
level of underperformance against management’s
forecasts required to eliminate the headroom for
both the NVH CGU and the Neptune facility and
considering the level of headroom after the
application of the relevant sensitivities;
• Engaging our internal valuation experts, working
with them to confirm the appropriateness of the
models used by management to calculate the value
in use for each CGU, and the calculation of the
discount rates, and
36
Key audit matters
How our scope addressed this matter
goodwill, other intangible assets,
property, plant and equipment and
right of use assets in the NVH CGU
and the Neptune facility within the
NVH CGU.
No other CGU’s have any assets
which could be subject to material
impairment.
Details of the accounting policies,
significant
estimates
and
judgements, property, plant and
equipment, right-of-use assets and
intangible assets are provided in
notes 1, 2, 11, 12 and 13.
• Reviewing the disclosures prepared by the
Directors set out in Notes 1, 2, 11, 12 and 13 to
ensure we consider them to be appropriate.
Key observations:
Nothing has come to our attention as a result of
performing the above procedures that causes us to
believe that the assumptions and judgements used as
inputs
in
the
impairment
considerations
were
inappropriately applied.
Going concern
We have determined going concern
to be a key audit matter because of
challenging trading circumstances
and a further period of the Group
reporting a trading loss. These
matters, and the further uncertainty
created by the wider economy have
therefore increased the level of
estimation and judgement involved
in
relation
to
going
concern
assessments and was a key area of
focus during our audit.
Details of the Directors’ going
concern assessment are disclosed
in note 1.
We have tested the judgements made by management
in assessing the Group and the Parent Company’s
ability to continue to adopt the going concern basis of
accounting. This included:
• Critically assessing management’s trading and
cash flow budgets and forecasts, which cover the
period to 31 March 2027. This included challenging
the key estimates and judgements and the evidence
underpinning them. In doing so, we specifically
considered the principal trading and cash flow
assumptions, the quantum of the banking facilities
used in the calculation of the available liquidity and
the impact of the confirmed lender covenants
position. Our challenge of the revenue assumptions
included consideration of customer enquiries,
current order levels and information from customers
regarding expected future volumes and prices and
included information available up to the date of
issuance of our report;
• Testing the various scenarios and sensitivities
performed by management in respect of the key
assumptions
underpinning
the
budgets
and
forecasts and challenged the sensitivities to ensure
they reflected all reasonably foreseeable events
and circumstances;
• Considering
the
information
provided
to
management by their major customers relating to
future activity levels and the previous experience of
these activity levels being met; and
• Reviewing the disclosure prepared by the Directors
set out in Note 1 to ensure we consider it to be
appropriate.
37
Key audit matters
How our scope addressed this matter
Key observations:
As a result of performing the above procedures, we
have not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the Group’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 application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope
of our audit and the nature, timing and extent of our audit procedures on the individual financial statement
line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate
on the financial statements as a whole.
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect
of misstatements. We consider materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality,
we use a lower materiality level, performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also
take account of the nature of identified misstatements, and the particular circumstances of their occurrence,
when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and
performance materiality as follows:
Group financial statements
Parent company financial statements
2025
£’000
2023
£’000
2025
£’000
2022
£’000
Materiality
412
450
226
265
Basis for
determining
materiality
2% of annualised
Group revenue
2% of Group
revenue
2.0% of net assets
2.0% of net assets
Rationale for
the
benchmark
applied
Revenue is the key
driver of the
business value and
is the underlying
driver for
management’s key
measure of
performance.
Revenue is the key
driver of the
business value and
is the underlying
driver for
management’s key
measure of
performance.
The Parent
Company does not
trade so the key
measure of
performance is net
assets
The Parent
Company does not
trade so the key
measure of
performance is net
assets.
38
Group financial statements
Parent company financial statements
2025
£’000
2023
£’000
2025
£’000
2022
£’000
Performance
materiality
350
385
192
225
Basis for
determining
performance
materiality
Set at 85% of
materiality after
having considered
a number of
factors including
the expected total
value of known
and likely
misstatements and
the level of
transactions in the
period
Set at 85% of
materiality after
having considered
a number of
factors including
the expected total
value of known
and likely
misstatements and
the level of
transactions in the
year.
Set at 85% of
materiality after
having considered
a number of
factors including
the expected total
value of known
and likely
misstatements and
the level of
transactions in the
period
Set at 85% of
materiality after
having considered
a number of
factors including
the expected total
value of known
and likely
misstatements and
the level of
transactions in the
year
Component materiality
We set materiality for each component of the Group which ranged from £264,000 to £412,000. In the audit
of each component, we further applied performance materiality levels of 85% of the component materiality
to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess
of £18,000 (2023 - £23,000). We also agreed to report differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
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 and the Parent
Company’s ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the 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. 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.
39
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic report and the Directors’ report for the financial period 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and 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.
Responsibilities of Directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or
the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the Group and the industry
in which it operates and considered the risk of acts by the Group which were contrary to applicable laws
and regulations, including fraud. These included, but were not limited, to compliance with the Companies
Act 2006, the AIM listing rules and accounting standards.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations, was as follows:
•
the senior statutory auditor ensured that the engagement team collectively had the appropriate
competence, capabilities and skills to identify or recognise non-compliance with applicable laws and
regulations;
40
•
we identified the laws and regulations applicable to the Group through discussions with directors
and other management, and from our commercial knowledge and experience of the manufacturing
sector;
•
we focused on specific laws and regulations which we considered may have a direct material effect
on the financial statements or the operations of the Group, including the financial reporting
legislation, Companies Act 2006, the AIM listing rules, taxation legislation, anti-bribery, employment,
and environmental and health and safety legislation;
•
we assessed the extent of compliance with the laws and regulations identified above through
making enquiries of management and inspecting legal correspondence; and
•
identified laws and regulations were communicated within the audit team regularly and the team
remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including
obtaining an understanding of how fraud might occur, by:
•
making enquiries of management as to where they considered there was susceptibility to fraud,
their knowledge of actual, suspected and alleged fraud; and
•
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws
and regulations.
To address the risk of fraud through management bias and override of controls, we:
•
performed analytical procedures to identify any unusual or unexpected relationships;
•
tested journal entries to identify unusual transactions;
•
assessed whether judgements and assumptions made in determining the accounting estimates set
out in Note 2 were indicative of potential bias; and
•
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed
procedures which included, but were not limited to:
•
agreeing financial statement disclosures to underlying supporting documentation;
•
reading the minutes of meetings of those charged with governance;
•
enquiring of management as to actual and potential litigation and claims; and
•
reviewing correspondence with HMRC, relevant regulators and the Group’s legal advisors.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-
compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud
involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditor’s report.
Use of our report
This report is made solely to the Parent 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
Parent 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 Parent Company and the Parent Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Mark Hargate FCA (Senior Statutory Auditor)
For and on behalf of
Dains Audit Limited
Statutory Auditor
Chartered Accountants
Birmingham
United Kingdom
24 June 2025
41
CONSOLIDATED INCOME STATEMENT
For the 18 months ended 31 March 2025
Note
18 months
ended
31 March 2025
£000
Year ended
30 September
2023
£000
Revenue
4
31,106
22,679
Cost of sales
(21,198)
(15,997)
Gross profit
9,908
6,682
Other operating income
5
9
6
Selling and distribution expenses
(564)
(562)
Administrative expenses excluding
exceptional costs
(10,082)
(6,872)
Exceptional administrative costs
5
(280)
-
Administrative expenses
(10,362)
(6,872)
Operating loss before exceptional costs
(729)
(746)
Exceptional costs
(280)
-
Operating loss
5
(1,009)
(746)
Finance income
8
20
-
Finance expense
8
(724)
(501)
Share of post-tax profit of
equity accounted joint ventures
14
-
5
Profit on disposal of interest in joint venture
14
201
Loss before tax
(1,713)
(1,041)
Tax credit
9
49
128
Loss after tax for the period
(1,664)
(913)
Loss per share for loss attributable to the
owners of the parent during the period
Basic (pence)
10
(3.05)p
(1.67)p
Diluted (pence)
10
(3.05)p
(1.67)p
All amounts relate to continuing operations.
The notes on pages 49 to 74 form part of these financial statements.
42
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the 18 months ended 31 March 2025
18 months
ended
31 March 2025
£000
Year ended 30
September
2023
£000
Loss after tax for the period
(1,664)
(913)
Other comprehensive income
Items that may be reclassified
subsequently to profit or loss
Currency translation differences
22
(7)
Total comprehensive expense for the
period
(1,642)
(920)
The notes on pages 49 to 74 form part of these financial statements.
43
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2025
31 March
2025
£000
30 September
2023
£000
Non-current assets
Property, plant and equipment
11
7,873
8,407
Right-of-use assets
12
4,658
4,302
Intangible assets
13
2,814
2,839
Total non-current assets
15,345
15,548
Current assets
Inventories
15
1,449
2,343
Trade and other receivables
16
4,063
4,275
Cash and cash equivalents
1,384
2,090
Total current assets
6,896
8,708
Total assets
22,241
24,256
Current liabilities
Trade and other payables
17
4,927
4,468
Loans and borrowings
18
1,712
1,306
Lease liabilities
12
1,158
889
Total current liabilities
7,797
6,663
Non-current liabilities
Trade and other payables
17
98
99
Loans and borrowings
18
751
2,387
Lease liabilities
12
4,422
4,280
Deferred tax liability
19
-
12
Total non-current liabilities
5,271
6,778
Total liabilities
13,068
13,441
Net assets
9,173
10,815
Equity attributable to equity
holders of the company
Share capital
20
1,092
1,092
Share premium account
21
18,366
18,366
Other reserves
21
1,886
1,886
Currency differences reserve
21
(125)
(147)
Profit and loss account
21
(12,046)
(10,382)
Total equity
9,173
10,815
The notes on pages 49 to 74 form part of these financial statements.
The financial statements were approved and authorised for issue by the Board and were signed on its
behalf on 24 June 2025.
Desislav Dimitrov
Chief Financial Officer
Autins Group plc
Registered number: 08958960
44
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 March 2025
Note
31 March
2025
£000
30 September
2023
£000
Non-current assets
Intangible assets
13
4
56
Investments
14
16,408
16,239
Total non-current assets
16,412
16,295
Current assets
Trade and other receivables
16
5,275
9,008
Cash and cash equivalents
53
247
Total current assets
5,328
9,255
Total assets
21,740
25,550
Current liabilities
Trade and other payables
17
8,085
8,458
Loans and borrowings
18
1,580
1,195
Total current liabilities
9,665
9,653
Non-current liabilities
Loans and borrowings
18
292
2,042
Total non-current liabilities
292
2,042
Total liabilities
9,957
11,695
Net assets
11,783
13,855
Equity attributable to equity
holders of the company
Share capital
20
1,092
1,092
Share premium account
21
18,366
18,366
Other reserves
21
1,886
1,886
Profit and loss account
21
(9,561)
(7,489)
Total equity
11,783
13,855
The Company has elected to take the exemption under section 408 of the Companies Act not to present the
parent Company profit and loss account. The loss for the parent Company for the 18 months ended 31
March 2025 was £2,072,000 (year ended 30 September 2023: loss of £1,239,000).
The notes on pages 49 to 74 form part of these financial statements.
The financial statements were approved and authorised for issue by the Board and were signed on its behalf
on 24 June 2025.
Desislav Dimitrov
Chief Financial Officer
Autins Group plc
Registered number: 08958960
45
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the 18 months ended 31 March 2025
Share
capital
£000
Share
premium
account
£000
Other
reserves
£000
Currency
differences
reserve
£000
Profit and
loss
account
£000
Total
Equity
£000
At 30 September 2023
1,092
18,366
1,886
(147)
(10,382)
10,815
Comprehensive income
for the period
Loss for the period
-
-
-
-
(1,664)
(1,664)
Other comprehensive
income
-
-
-
22
-
22
Total comprehensive
expense for the period
-
-
-
22
(1,664)
(1,642)
At 31 March 2025
1,092
18,366
1,886
(125)
(12,046)
9,173
Share
capital
£000
Share
premium
account
£000
Other
reserves
£000
Currency
differences
reserve
£000
Profit and
loss
account
£000
Total
Equity
£000
At 30 September 2022
1,092
18,366
1,886
(140)
(9,469)
11,735
Comprehensive income
for the year
Loss for the year
-
-
-
-
(913)
(913)
Other comprehensive
income
-
-
-
(7)
-
(7)
Total comprehensive
expense for the year
-
-
-
(7)
(913)
(920)
At 30 September 2023
1,092
18,366
1,886
(147)
(10,382)
10,815
46
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the 18 months ended 31 March 2025
Share
capital
£000
Share
premium
account
£000
Other
reserves
£000
Profit and
loss
account
£000
Total
Equity
£000
At 30 September 2023
1,092
18,366
1,886
(7,489)
13,855
Comprehensive income for the period
Loss for the period and total comprehensive
expense
-
-
-
(2,072)
(2,072)
Total comprehensive expense for the
period
-
-
-
(2,072)
(2,072)
At 31 March 2025
1,092
18,366
1,886
(9,561)
11,783
Share
capital
£000
Share
premium
account
£000
Other
reserves
£000
Profit and
loss
account
£000
Total
Equity
£000
At 30 September 2022
1,092
18,366
1,886
(6,250)
15,094
Comprehensive income for the year
Loss for the year and total comprehensive
expense
-
-
-
(1,239)
(1,239)
Total comprehensive expense for the
year
-
-
-
(1,239)
(1,239)
At 30 September 2023
1,092
18,366
1,886
(7,489)
13,855
47
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 18 months ended 31 March 2025
18 months
ended 31
March 2025
£000
Year ended
30 September
2023
£000
Operating activities
Loss after tax
(1,664)
(913)
Adjustments for:
Income tax
(49)
(128)
Net finance expense
704
501
Foreign exchange losses
57
-
Depreciation of property, plant and equipment
1,125
895
Depreciation of right-of-use assets
1,579
817
Amortisation of intangible assets
228
199
Profit on disposal of interest in joint venture
-
(201)
Share of post-tax profit of equity accounted joint ventures
-
(5)
1,980
1,165
Change in trade and other receivables
127
(723)
Change in inventories
871
291
Change in trade and other payables
388
1,274
1,386
842
Cash generated from operations
3,366
2,007
Income taxes received
192
67
Net cash flows from operating activities
3,558
2,074
Investing activities
Interest received
20
-
Purchase of property, plant and equipment
(539)
(531)
Purchase of intangible assets
(198)
(82)
Proceeds from disposal of tangible fixed assets
-
118
Proceeds from disposal of interest in joint venture
-
180
Net cash used in investing activities
(717)
(315)
Financing activities
Interest paid
(724)
(501)
Bank loans repaid
(1,424)
(179)
Principal paid on lease liabilities
(1,524)
(851)
Hire purchase finance advanced
267
205
Hire purchase agreements repaid
(136)
(110)
Net cash used in financing activities
(3,541)
(1,436)
Net (decrease)/increase in cash and cash equivalents
(700)
323
Cash and cash equivalents at beginning of period
2,090
1,786
Foreign exchange movements
(6)
(19)
Cash and cash equivalents at end of period
1,384
2,090
31 March
2025
£000
30 September
2023
£000
Cash and cash equivalents comprise:
Cash balances
1,384
2,090
48
Reconciliation of movements in net cash/financing liabilities
18 months ended 31 March
2025
Opening
£000
Cash flows
£000
Non-cash
movements
£000
Closing
£000
Cash and cash equivalents
Cash balances
2,090
(700)
(6)
1,384
Financing liabilities
Bank loans
(3,456)
1,424
(6)
(2,038)
Hire purchase liabilities
(237)
(131)
(57)
(425)
Lease liabilities
(5,169)
1,970
(2,381)
(5,580)
(8,862)
3,263
(2,444)
(8,043)
(6,772)
2,563
(2,450)
(6,659)
Year ended 30 September 2023
Opening
£000
Cash flows
£000
Non-cash
movements
£000
Closing
£000
Cash and cash equivalents
Cash balances
1,786
323
(19)
2,090
Financing liabilities
Bank loans
(3,625)
179
(10)
(3,456)
Hire purchase liabilities
(142)
(95)
-
(237)
Lease liabilities
(5,452)
1,116
(833)
(5,169)
(9,219)
1,200
(843)
(8,862)
(7,433)
1,523
(862)
(6,772)
Material non cash transactions
Financing liabilities include lease liabilities, primarily in respect of property leases, following the adoption of
IFRS16 from 1 October 2019. Additions of £1,925,000 and foreign exchange movements of £10,000 are
shown in non-cash movements together with financing charges of £446,000 (FY23: £610,000 of additions
net of foreign exchange movements of £42,000 together with financing charges of £265,000).
49
NOTES TO THE FINANCIAL STATEMENTS
1.
Accounting policies
Description of business
Autins Group is a public limited company (plc) incorporated and domiciled in England and Wales and listed
on AIM, a market operated by the London Stock Exchange. The principal activity of the Group is the supply
of Noise Vibration and Harshness (NVH) insulating materials. Supply is primarily to the automotive industry
but also into other industries such as commercial vehicles, flooring, office pods and building applications.
The address of the registered office is Central Point One, Central Park Drive, Rugby, Warwickshire, CV23
0WE.
Accounting convention and basis of preparation
The financial statements have been prepared in accordance with the historical cost convention and
International Accounting Standards in conformity with the requirements of the Companies Act 2006. The
financial statements are for the 18 month period ended 31 March 2025, with the comparative period for the
year ended 30 September 2023. The stated accounting policies have been consistently applied to all periods
presented.
The parent company financial statements have been prepared under applicable United Kingdom
Accounting Standards (FRS101) in order to apply International Accounting Standards in conformity with
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 consolidated financial statements are drawn up in sterling, the functional currency of Autins Group plc.
The level of rounding for the financial statements is the nearest thousand pounds.
Changes in accounting policies
These financial statements have been prepared in accordance with UK-adopted international accounting
standards in conformity with the requirements of the Companies Act 2006 for periods beginning on or after
1 October 2023 with no new standards adopted in these financial statements
New accounting standards applicable to future periods
There are no new standards, interpretations and amendments which are not yet effective in these financial
statements, expected to have a material effect on the Group’s future financial statements.
Going concern
The Directors have concluded that, based on current and forecast trading, the annual cash flow forecasts,
and the available sources of finance, that it is appropriate to prepare these financial statements on the going
concern basis.
The Directors have prepared trading and cash flow forecasts through to 31 March 2027.
The trading forecasts take into consideration:
•
the current and expected demand schedules from the Group’s key automotive customers, changes
in expected demand for flooring products in Germany and the levels of enquiries for new business;
•
the impact of current and future expected demand levels for new vehicles, the migration to EVs
and publicly available forward looking market information on market sizes and dynamics; and
•
the current cost structure of the Group and an allowance for known increases and reductions
including various projects to improve efficiency in the production and procurement processes.
The key sensitivities in the trading forecasts are automotive revenue levels, end market vehicle sales mix
and the timing of orders placed by customers. These sensitivities have been factored into the forecasts.
The cash flow forecasts are derived from the trading forecasts and include the repayment of loans in
accordance with the agreements with the lenders, further details of which are provided below. The cash flow
forecasts also assume that working capital is managed in line with the commercial agreements and provide
a contingency.
The facilities available to the Group comprise a UK invoice finance facility of up to £3.5 million and combined
overdraft facilities in Germany and Sweden of £0.2 million, none of which are currently drawn. As at 31 May
2025, shortly before the reporting date, the cash headroom, including the undrawn facilities was £2.8 million.
50
The minimum cash headroom, comprising cash at bank and available facilities, in the forecasts for a period
of 12 months from the date of signing these financial statements is £1.4 million in January 2026, following
the full repayment of the MEIF term loan.
As at 31 March 2025, the Group had:
•
a UK CBILS loan of £0.9 million;
•
a MEIF loan of £1.0 million; and
•
a German Government loan of £0.2 million.
The UK CBILS loan is repayable in quarterly instalments of £146,154 through to July 2026. A revised facility
agreement was signed in relation to this loan in July 2024 which included covenants in relation to minimum
EBITDA levels, minimum levels of cash at bank plus available facilities (liquidity) and maximum net leverage
(total debt, excluding IFRS 16 liabilities, as a multiple of EBITDA), which are measured quarterly. The
forecasts demonstrate that in the period of at least 12 months from signing these financial statements the
covenants are fully complied with.
A revised facility agreement was also signed in July 2024 in relation to the MEIF loan, which schedules full
repayment of the loan by 31 January 2026. This facility does not include any covenants.
The German Government loan is repayable in quarterly instalments of £8,000 through to 2030.
Composition of the Group
A list of the subsidiary undertakings is given in note 14 to the financial statements.
Basis of consolidation
The consolidated financial statements incorporate the results of business combinations using the
acquisition method. In the statement of financial position, the acquiree's identifiable assets (both tangible
and intangible), liabilities and contingent liabilities are initially recognised at their fair values at the
acquisition date.
The consolidated financial statements present the results of the Company and its subsidiaries ("the Group")
as if they formed a single entity. Intercompany transactions and balances between Group companies are
therefore eliminated in full.
Subsidiaries are all entities 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. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group and cease to be consolidated from the date on which control is
transferred out of the Group. Any non-controlling interest in a subsidiary entity is recognised at a
proportionate share of the subsidiary’s net assets or liabilities. On acquisition of a non-controlling interest,
the difference between the consideration paid and the non-controlling interest at that date is taken to equity
reserves.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable when performance
obligations are satisfied and represents the amount receivable for goods supplied, net of returns, discounts
and rebates allowed by the Group and value added taxes.
Revenue from the sale of goods is recognised when the customer has taken control of the goods and is
able to benefit from or direct the use of the goods, which is usually when the goods have been accepted
by the customer.
The Group recognises revenue from the sale of tooling when the obligation for it to be capable of the
specified production use are satisfied which is considered to be when the specific tool has passed pre-
production assessment and sign off by the relevant customer engineer.
Where the costs of developing a specific automotive tooling component for a customer do not result in a
product that will enter volume production, the revenue arising from cost recovery for obsolete materials,
tooling and design and development work is recognised at the point of customer acceptance of the claim.
Expenditure
Expenditure is recognised in respect of goods and services received when supplied in accordance with
contractual terms. Provision is made when a present obligation exists for a future liability relating to a past
event and where the amount of the obligation can be reliably estimated.
51
Goodwill
Goodwill arising on acquisitions is the excess of the fair value of the cost of acquisition, over the fair value
of identifiable net assets acquired. Any direct costs are expensed in the income statement. Goodwill on
acquisition is recorded as an intangible fixed asset and represents the residual amount remaining after
taking account of the fair values attributed to the identifiable assets, liabilities and contingent liabilities that
existed at the date of acquisition, reflecting their condition at that date. Adjustments are also made to align
the accounting policies of acquired businesses with those of the Group. This is applied either on initial
acquisition or where control is gained over a previously equity accounted interest in an entity. A fair value
is measured for the entire holding on taking control and in respect of all assets and liabilities resulting in a
gain or loss on a previously held and equity accounted investment.
Goodwill is assigned an indefinite useful economic life. Impairment reviews are performed annually, or
more frequently if events or changes in circumstances indicate that the carrying value may not be
recoverable.
Impairment of non-financial assets
Impairment tests on goodwill are undertaken annually at the financial year end. All other individual non-
financial assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the carrying value exceeds the recoverable
amount of the asset or cash-generating unit. The recoverable amount is the higher of fair value, reflecting
market conditions less costs to sell, and value in use based on an internal discounted cash flow evaluation.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously
recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed.
Intangible assets acquired as part of a business combination
Intangible assets acquired in a business combination are identified and recognised separately from
goodwill where they are separable from the acquired entity or give rise to other contractual/legal rights.
Amounts assigned to intangibles acquired as part of a business combination are arrived at by using an
appropriate valuation technique for the asset concerned.
All intangible assets acquired through a business combination are amortised on a straight-line basis over
their estimated useful lives. Amortisation is reported within administrative expenses in the consolidated
statement of comprehensive income.
The intangibles currently recognised by the Group; their useful economic lives and the methods used to
determine the separable cost of the intangibles acquired in business combinations are as follows:
Intangible asset
Useful economic life
Valuation method
Tooling intellectual property
10 years
Estimated discounted cash flow of
post-tax royalty earnings potential
Key customer relationships
7 years
Estimated discounted cash flow
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost
less accumulated amortisation and impairment losses.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost
includes directly attributable costs, pre-production plant commissioning costs and interest incurred during
the course of construction.
Depreciation is provided on all items of property, plant and equipment so as to write off their cost, less
expected residual value over the expected useful economic lives. It is provided at the following rates:
Plant and machinery
-
5-20 years straight line or units of production (see below)
Leasehold improvements
-
Period of the lease
Fixtures and fittings
-
3-15 years straight line
Depreciation of the Group’s Neptune material production line has been provided based on a fixed unit of
production method since the commencement of commercial production.
The unit of production has been calculated based on the original equipment manufacturer’s warranted
minimum annual capacity, adjusted for management’s recent experience, and management’s assessment
52
of expected life. Any re-assessment of this lifetime capacity will affect the depreciation rate prospectively.
Right-of-use assets
Assets and liabilities arising from a lease 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 principal, presented as a separate category within liabilities, and
finance cost. The finance cost is charged to the statement of comprehensive income over the lease period
so as 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. Depreciation is charged on a straight line basis over the period of the lease and
assets are subject to impairment reviews where circumstances indicate their value may not be recoverable
or if they are not being utilised.
Profit/loss on disposal of property, plant and equipment and intangible assets
Profits and losses on the disposal of property, plant and equipment and intangible assets represent the
difference between the net proceeds and net book value at the date of sale. Disposals are accounted for
when the relevant transaction becomes unconditional.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value.
Cost comprises all costs of purchase, costs of conversion and an appropriate proportion of fixed and
variable overheads incurred in bringing the inventories to their present location and condition. Net
realisable value being 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.
Tooling for resale - contract assets
Where a customer project or component is secured, the Group may be required to source and test
production tooling in advance of volume production. Tooling sourced for a customer is recognised at cost
and held as a contract asset in receivables when the Group has a documented commitment from the
customer and is valued at the lower of cost and net realisable value. The cost is expensed when the
revenue is recognised and where the Group has no customer commitment to meet the costs of tooling
production. The costs are expensed within cost of sales as incurred.
Research and development
An internally generated intangible asset arising from development (or the development phase) of an
internal project 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;
•
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
and;
•
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
and an apportionment of appropriate overheads.
Where the above criteria are not met, development expenditure is charged to the consolidated income
statement in the period in which it is incurred. The expected life of internally generated intangible assets
varies based on the anticipated useful life, currently ranging from five to ten years.
Subsequent to initial recognition, internally generated intangible assets are reported at cost less
accumulated amortisation and impairment losses.
Amortisation is charged on a straight-line basis over the estimated period in which the intangible asset has
economic benefit from the commencement of related product sales and is reported within administrative
53
expenses in the consolidated statement of comprehensive income.
Research expenditure is recognised as an expense in the period in which it is incurred.
Revenue based grants
Revenue based grants, including those related to government business support schemes, are recognised
as 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 do impose performance-related conditions then the grant is only recognised
in income when the performance-related 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 property, plant and equipment are treated as deferred income and released to
the income statement over the expected useful lives of the assets concerned.
Foreign currencies
Transactions entered into by Group entities in a currency other than the currency of the primary economic
environment in which they operate (their ‘functional currency’) 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 consolidated income statement.
Translation of the results of overseas businesses
The results of overseas subsidiaries are translated into the Group’s presentational currency of sterling
each month at the weighted average exchange rate for the month. The weighted average exchange rate
is used, as it is considered to approximate the actual exchange rates on the date of the transactions. The
assets and liabilities of such undertakings are translated at the year-end exchange rate. Exchange
differences arising on translating the opening net assets at opening rate and the results of overseas
operations at actual rate are recognised in other comprehensive income and accumulated in a separate
equity reserve.
Hire purchase liabilities
Hire purchase agreements where the Group has substantially all the risks and rewards of ownership and
retains the asset at the end of the payment term are classified as hire purchase liabilities within loans and
borrowings. Assets are capitalised at the agreement’s commencement at the lower of the fair value of the
related asset and the present value of the minimum lease payments.
Each payment is allocated between the liability and finance charges. The remaining future rental
obligations, net of finance charges, are included in hire purchase obligations in current or non-current
liabilities. The finance cost is charged to the income statement over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability for each period. The property,
plant and equipment acquired under hire purchase contracts is depreciated over the useful life of the asset.
Borrowing costs
Borrowings are recognised initially at fair value, net of transaction costs incurred. They are subsequently
carried at amortised cost and the difference between the proceeds (net of transaction costs) and the total
redemption value is recognised in the income statement over the period of the borrowings using the
effective interest method.
Operating leases
Payments associated with short-term leases of property, plant and equipment and leases of low-value
assets are recognised on a straight-line basis as an expense. Short-term leases are leases with a lease
term of 12 months or less.
Employee benefit costs
The Group operates a defined contribution pension scheme. Contributions payable to the pension scheme
are charged to the consolidated statement of comprehensive income in the period to which they relate.
Share based payment
The Group operates an equity-settled share based compensation plan in which the Group receives
services from directors and certain employees as consideration for share options. The fair value of the
services is recognised as an expense, determined by reference to the fair value of the options granted.
54
Invoice discounting
The Group has an agreement with HSBC whereby its trade receivables are discounted, with recourse after
120 days. On the basis that the benefits and risks attaching to the debts remained with the Group, the
gross debts are included as an asset within trade receivables (net of any provisions and discounts) and
the proceeds received are included within current liabilities as short-term borrowings under invoice
discounting facilities. The net cash advances or repayments are presented as financing cash flows.
Charges and interest are recognised in the finance expense in the consolidated statement of
comprehensive income as they accrue.
Investments in subsidiaries
Investments in subsidiaries are stated at cost or at the fair value of shares issued as consideration less
provision for any impairment.
Investments in joint ventures
A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to
the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Joint
control is the contractually agreed sharing of control of an arrangement, which exists only when decisions
about the relevant activities require unanimous consent of the parties sharing control.
The Group accounts for its interests in joint ventures using the equity method. Under the equity method,
an investment in a joint venture is initially recognised in the consolidated statement of financial position at
cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive
income of the joint venture.
When the Group’s share of losses of a joint venture exceeds the Group’s interest in that joint venture
(which includes any long-term interests that, in substance, form part of the Group’s net investment in the
joint venture), the Group discontinues recognising its share of further losses, unless and only to the extent
that the Group has incurred legal or constructive obligations or made payments on behalf of the joint
venture for those losses.
Any premium paid for an investment in a joint venture above the fair value of the Group's share of the
identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying
amount of the investment in the joint venture. Where there is objective evidence that the investment in a
joint venture has been impaired the carrying amount of the investment is tested for impairment in the same
way as other non-financial assets.
Financial assets
The Group classifies its financial assets based upon the purpose for which the asset was acquired. The
Group has not classified any of its financial assets as held at fair value through profit and loss or through
other comprehensive income.
The classes of financial assets are commented upon further below:
(a)
Receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. They arise principally through the provision of goods to customers (e.g. trade
receivables and contract balances). They are initially recognised at fair value plus transaction costs that
are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using
the effective interest method.
The Group’s receivables comprise trade and other receivables included within the consolidated statement
of financial position.
The Group applies the simplified IFRS 9 approach and recognises loss allowances for expected credit
losses (“ECLs”) on financial assets measured at amortised cost to the extent that these are experienced
and significant for assets subject to similar credit risks and ageing. The Group measures loss allowances
for trade receivables and contract assets at an amount equal to lifetime ECL and the expected loss rates
are based on a three year period adjusted where required for current and forward looking information on
the group’s customers. The potential default of receivables from other group companies is measured using
a 12 month ECL and assessment for any significant changes in risk related to changes in underlying trading
or prospects. The gross carrying amount of a financial asset is written off (either partially or in full) against
the allowance to the extent that there is no realistic prospect of recovery.
55
(b)
Cash and cash equivalents
Cash and cash equivalents comprise cash held at bank which is available on demand.
Financial liabilities
The Group classifies its financial liabilities as other financial liabilities and does not enter into any financial
liabilities which are held at fair value through profit or loss or through other comprehensive income. This
reflects the purpose for which the liabilities were acquired.
Other financial liabilities comprise:
•
Trade payables, accruals and other payables are initially recognised at fair value, and
subsequently carried at amortised cost using the effective interest method.
•
Bank loans, bank overdrafts, invoice discounting, lease liabilities and hire purchase agreements
are initially recognised at fair value net of any transaction costs directly attributable to the issue
of the instrument. Such interest bearing liabilities are subsequently measured at amortised
cost ensuring the interest (effective rate) element of the borrowing is expensed over the
repayment period at a constant rate.
Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet
the definition of a financial liability. The Group’s ordinary shares are classified as equity instruments.
Dividends
Dividend distributions to the Group’s shareholders are recognised as a liability in the period in which the
dividend becomes a committed obligation.
Final dividends are recognised when they are approved by the shareholders. Interim dividends are
recognised when paid.
Taxation
Current taxes are based on the results and are calculated according to local tax rules, using tax rates
enacted or substantively enacted by the date of the statement of financial position.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the
consolidated statement of financial position differs from its tax base, except for differences arising on:
•
the initial recognition of goodwill;
•
the initial recognition of an asset or liability in a transaction which is not a business combination and
at the time of the transaction affects neither accounting or taxable profit; and
•
investments in subsidiaries where the Group is able to control the timing of the reversal of the
difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit
will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively
enacted by the date of the statement of financial position and are expected to apply when the deferred tax
liabilities or assets are settled or recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
•
the same taxable Group company; or
•
different entities which intend either to settle current tax assets and liabilities on a net basis, or
to realise the assets and settle the liabilities simultaneously, in each future period in which
significant amounts of deferred tax assets and liabilities are expected to be settled or recovered.
56
Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision maker has been identified as the management
team including the Chief Executive Officer, Chief Financial Officer and Chair.
The Board considers that the Group’s activity constitutes one primary operating and one separable
reporting segment as defined under IFRS 8. Management considers the reportable segment to be
Automotive Noise, Vibration and Harshness (‘NVH’). Revenue and profit before tax primarily arises from
the principal activity based in the UK. Management reviews the performance of the Group by reference to
total results against budget.
The total profit measure is operating profit/(loss) before exceptional items as disclosed on the face of the
consolidated income statement. No differences exist between the basis of preparation of the performance
measures used by management and the figures in the Group financial statements.
2.
Critical accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are
continually evaluated based on historical experience and other factors, including the expectations of future
events that are believed to be reasonable under the circumstances and any further evidence that arises
relevant to judgements taken. In the future, actual experience may differ from these estimates and
assumptions. 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.
Property, plant and equipment and right-of-use assets (Notes 11 and 12)
Judgement
Depreciation commences once an asset is considered to be capable of operating in the manner intended
and to the specification set by management when ordering the equipment. Judgement is applied based on
testing of the equipment and trial products which impacts the commencement and charge in a period.
Depreciation on right-of-use property assets commences from the start of the lease.
Estimates
Property, plant and equipment are 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.
The key areas of estimation uncertainty regarding depreciation are the use of the unit of production method
for the Neptune assets and the determination of the lifetime capacity; risk of obsolescence from
technological and regulatory changes; and required future capital expenditure (refurbishment or
replacement of key components). The lifetime capacity was initially been assessed using an assumed 2.7
million linear metres production per annum (based on a weighted average of the original equipment
manufacturer’s warranted minimum annual production capacity for each of three primary material grades
produced) and fifteen years use at full line speed when refurbishment and replacement of key components
would be considered likely. Management will continue to monitor the position for future periods.
In respect of right-of-use leased assets a key estimate is the incremental borrowing rate used to discount
the total cash flows and derive both the opening asset value and lease liability as well as the consequential
depreciation and financing charges. Assessment of the rate, particularly for property, takes account of the
Group’s borrowing rates, financial position and factors specific to leases, including property yields. If the
rate applied had been 1% lower at 4%, it would have increased the transition asset by £350,000, the
transition liability by £280,000 and reduced the credit to retained earnings by £70,000. The depreciation
charge for the period ended 31 March 2025 would have been £66,000 higher and financing charges
£69,000 lower with a net £3,000 impact on the profit and loss account.
The carrying values are tested for impairment when there is an indication that the value of the assets might
not be realisable or impaired. When carrying out impairment tests these are based upon future cash flow
forecasts and these forecasts include management estimates for sales pricing and volumes informed by
external market forecasts and experience. Future events or changes in the market could cause the
assumptions to change, therefore this could have an adverse effect on the future results of the Group.
Other intangible assets (Note 13)
As set out in the policy in note 1, intangible assets acquired in a business combination and development
costs are capitalised and amortised over their estimated useful lives which may be impacted by future
events.
57
Estimate
Both initial valuations and subsequent impairment tests for intangible assets are based on risk adjusted
future cash flows discounted using appropriate discount rates. These future cash flows will be based on
forecasts for the individual assets or, where the specific cash flows cannot be separately identified, the
Cash Generating Unit (“CGU”) to which the assets are attributable which include estimated factors and are
inherently judgemental. Future events could cause the assumptions to change which could have an
adverse effect on the future results of the Group.
Judgement
The capitalisation of development costs is also subject to a degree of judgement in respect of the viability
of new products, supported by the results of testing and customer trials, and by forecasts for the overall
value and timing of sales which may be impacted by other future factors which could impact the
assumptions made.
Trade receivables (Note 16)
Estimate
Trade receivables are initially recognised at invoice value. Where specific amounts remain outstanding or
disputed beyond their agreed settlement date management, having reviewed all commercial
documentation, proof of delivery and credit risk of the customer, apply judgement as to the likelihood of
the future settlement. This judgement will be influenced by the passage of time, the documentation
available and previous experience of collection of past due invoices with that customer and the Group’s
customer base in general.
In addition, where the Group has historic experience of a rate of loss against a specific group of receivables
(or where circumstances are indicative of a likely future change in the rate of estimated loss) then a change
in that estimated loss rate would alter the impairment provision recognised.
3.
Financial instruments – risk management
The Board has overall responsibility for the determination of 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 competitiveness and 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 the following financial risks:
•
Credit risk
•
Liquidity risk
•
Foreign exchange risk
•
Interest rate risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial
instruments. The principal financial instruments used by the Group, from which financial instrument risk
arises, are as follows:
•
Trade and other receivables
•
Cash and cash equivalents
•
Trade and other payables
•
Fixed and floating rate bank loans
•
Floating rate overdrafts
•
Fixed rate hire purchase agreements
•
Fixed rate lease liabilities
•
Floating rate invoice discounting facilities
58
Group financial instruments by category
Financial assets
Financial assets at amortised cost
31 March
30 September
2025
£000
2023
£000
Cash and cash equivalents
1,384
2,090
Trade and other receivables
3,448
3,586
Total financial assets
4,832
5,676
Financial liabilities
Financial liabilities at amortised cost
31 March
2025
30 September
2023
£000
£000
Trade and other payables
4,517
4,131
Borrowings
2,463
3,693
Lease liabilities
5,580
5,169
Total financial liabilities
12,560
12,993
All financial instruments are carried at amortised cost and the carrying value of the Group’s financial assets
and liabilities is considered to approximate to their fair value at the current reporting date. Cash and cash
equivalents are held in Sterling, Euro, and Swedish Krona and placed on deposit in UK, German and
Swedish banks.
Credit risk
Credit risk is the risk of financial loss to the Group 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. At 31
March 2025, the Group has net trade receivables of £3,334,000 (30 September 2023: £3,286,000).
The Group is exposed to credit risk in respect of these balances such that, if one or more customers
encounter financial difficulties, this could materially and adversely affect the Group’s financial results. The
Group attempts to mitigate credit risk by assessing the creditworthiness of customers and closely
monitoring payment history.
The ageing of debtors past due and not impaired is included in note 16. Having assessed the recoverability
of past due invoices, including consideration of time elapsed and associated commercial documents, the
directors have made provision, using the Expected Credit Loss methodology, of £103,000 at 31 March
2025 (30 September 2023: £116,000) for doubtful debts.
Credit risk on cash and cash equivalents is considered to be minimal as the counterparties are all
substantial banks with high credit ratings.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the continued availability of its
other funding facilities. It is the risk that the Group will encounter difficulty in meeting its financial obligations
as they fall due. The Group actively manages its cash generation and maintains sufficient cash holdings
to cover its immediate obligations. Cash and cash equivalents at 31 March 2025 were £1.4m (30
September 2023: £2.1m). There was an unutilised invoice discounting facility at 31 March 2025 of up to
£3.5m subject to eligible receivables (30 September 2023: £3.5m discounting facility) and unutilised
overdrafts in Germany and Sweden totalling £0.2m (30 September 2023: £0.2m).
59
The tables below set out the maturities of the Group’s financial liabilities, including interest payments as
at the year-end dates:
At 31 March 2025
Up to 1 year
1 to 2 years
2 to 5 years
Over 5 years
£000
£000
£000
£000
Trade and other payables
4,517
-
-
-
Bank loans
1,695
326
96
8
Hire purchase liabilities
117
126
277
-
Lease liabilities
1,453
1,593
2,852
369
Total
7,782
2,045
3,225
377
At 30 September 2023
Up to 1 year
1 to 2 years
2 to 5 years
Over 5 years
£000
£000
£000
£000
Trade and other payables
4,131
-
-
-
Bank loans
1,410
1,548
696
58
Hire purchase liabilities
86
172
-
-
Lease liabilities
934
923
2,665
1,126
Total
6,561
2,643
3,361
1,184
Subsequent to the period end, term loan capital repayments have continued according to the most recent
repayment schedules agreed with the Group’s lenders.
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates adversely affect the profitability or cash
flows of the business.
The majority of the Group’s financial assets are held in Sterling but movements in the exchange rate of
the Euro, the US Dollar and the Swedish Krona against Sterling have an impact on both the result for the
period and equity. The Group considers its most significant exposure is to movements in the Euro, although
there are no material net foreign currency denominated assets/liabilities in the Group other than the
Swedish Krona denominated goodwill in respect of Autins AB at 31 March 2025.
Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to cash and external
borrowings (including overdrafts and invoice discounting arrangements).
The Group has a limited exposure to cash flow interest rate risk. Borrowings under asset finance/hire
purchase arrangements are at a fixed interest rate over their term, a fixed rate of 7.5% applies to the £1.5m
MEIF growth funding loan and 1.03% to a German bank loan of £0.3m. The CBIL term loan was also
converted to a fixed rate of 4.69% from October 2022. Lease liabilities have been derived by applying an
incremental borrowing rate of 5% for the major property leases which were in place at transition to IFRS
16 in 2019 and 8% to the new lease additions since then.
The interest rates applicable to the fixed rate borrowings are lower than current market rates and the
estimated fair value is considered to be some £50,000 lower than the carrying value of the liabilities as a
result of the interest rates fixed at less than current market rates (30 September 2023: fair value considered
to be £180,000 lower than the carrying value of the liabilities).
All borrowing is approved by the Board of Directors to ensure that it is conducted at the most competitive
rates available to it.
Capital management
The Group is financed by a mixture of equity, term loans and invoice discounting facilities as required for
working capital purposes and with hire purchase finance used for certain capital projects. The capital
comprises all components of equity which includes share capital, retained earnings and other reserves.
The Company’s and Group’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, by pricing products and services commensurately with the level of risk.
60
All working capital requirements are financed from existing cash with invoice discounting resources
available if required.
The Company and Group sets the amount of capital it requires in proportion to risk. The Group manages
its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may
adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or
sell assets to reduce debt.
4.
Revenue and segmental information
Revenue analysis
18 months ended
31 March 2025
£000
Year ended
30 September 2023
£000
Revenue arises from:
Sales of components
30,891
22,513
Sales of tooling
215
166
31,106
22,679
Segmental information
The Group currently has one main reportable segment in each period, namely Automotive NVH which
involves provision of insulation materials to reduce noise, vibration and harshness to automotive
manufacturing. Turnover and operating profit are disclosed for other segments in aggregate as they
individually do not have a significant impact on the Group result. These segments have no material
identifiable assets or liabilities.
Factors that management used to identify the Group’s reportable segments
The Group’s reportable segments are strategic business units that offer different products and services.
Measurement of operating segment profit or loss
The accounting policies of the operating segments are the same as those described in the summary of
significant accounting policies.
The Group evaluates performance on the basis of operating profit/(loss) before exceptional items.
Automotive remained the only significant segment in the period.
The Group’s non-automotive revenues are included within the others segment.
61
Segmental analysis for the 18 months ended 31 March 2025
Automotive
NVH
£000
Others
£000
2025
Total
£000
Group’s revenue per consolidated statement of
comprehensive income
29,424
1,682
31,106
Depreciation
2,704
Amortisation
228
Segment operating loss before exceptional items
(670)
(59)
(729)
Exceptional costs
(280)
Finance income
20
Finance expense
(724)
Group loss before tax
(1,713)
Additions to non-current assets
2,724
-
2,724
Reportable segment assets/total Group assets
22,241
-
22,241
Reportable segment liabilities/total Group liabilities
13,068
-
13,068
Segmental analysis for the year ended 30 September 2023
Automotive
NVH
£000
Others
£000
2023
Total
£000
Group’s revenue per consolidated statement of
comprehensive income
20,074
2,605
22,679
Depreciation
1,712
Amortisation
199
Segment operating loss before exceptional items
(687)
(59)
(746)
Finance expense
(501)
Profit on disposal of joint venture interest
201
Share of post-tax loss of equity accounted joint
ventures
5
Group loss before tax
(1,041)
Additions to non-current assets
1,225
-
1,225
Reportable segment assets/total Group assets
24,256
-
24,256
Reportable segment liabilities/total Group liabilities
13,441
-
13,441
62
Revenues from one UK customer in the period ended 31 March 2025 total £10,890,000 and £5,190,000
of revenue arose from two other European customers (FY23: one customer £7,658,000 and £3,800,000
of revenue arose from two other European customer). This largest customer purchases goods from Autins
Limited in the United Kingdom and there are no other customers which account for more than 10% of total
revenue.
External revenues by location of customers
18 months
ended 31 March
2025
£000
Year ended
30 September
2023
£000
United Kingdom
17,757
12,832
Sweden
1,111
709
Germany
6,737
6,434
Other European
5,332
2,595
Rest of the World
169
109
31,106
22,679
The material non-current assets outside of the United Kingdom at 31 March 2025 are £1,108,000 (30
September 2023: £892,000) of fixed assets including right-of-use assets and £493,000 (30 September
2023: £488,000) of goodwill in respect of the Swedish subsidiary, together with £1,218,000 of fixed assets
including right-of-use assets (30 September 2023: £564,000) in Germany. £270,000 (30 September 2023:
£268,000) of cash balances are held in Germany and £211,000 in Sweden (2023: £107,000) with the cash
partly utilised to repay intercompany debt owed to a UK group company.
5.
Operating loss
The operating loss is stated after charging/(crediting):
18 months
ended 31
March 2025
£000
Year ended 30
September
2023
£000
Foreign exchange losses
4
43
Depreciation of property, plant and equipment
1,125
895
Depreciation of right-of-use assets
1,579
817
Amortisation of intangible assets
228
199
Cost of inventory sold
19,973
14,910
Impairment of trade receivables
42
72
Research and development expenditure
102
11
Other government assistance and grants
(9)
(6)
Employee benefit expenses (see note 6)
9,238
6,210
Lease payments (short term rentals only)
92
164
Auditors’ remuneration:
Fees for audit of the Group
85
70
Exceptional costs in the 18 months ended 31 March 2025 relate to the payments of salaries to the former
CEO and CFO during their notice periods and recruitment costs for the new CEO.
63
6.
Staff costs
Group
Group
Company
Company
18 months
ended 31
March 2025
£000
Year ended
30
September
2023
£000
18 months
ended 31
March 2025
£000
Year ended
30
September
2023
£000
Wages and salaries
7,876
5,295
1,583
1,106
Social security costs
1,119
751
192
143
Other pension costs
243
164
76
49
9,238
6,210
1,851
1,298
The average monthly number of employees during each period was as follows:
18 months
ended 31
March 2025
Number
Year ended
30
September
2023
18 months
ended 31
March 2025
Number
Year ended
30
September
2023
Directors
5
4
5
4
Administrative and development
33
44
9
13
Production
110
110
-
-
148
158
14
17
Group key personnel are considered to be the directors and senior management team of Autins Group plc
and Autins Limited which is the largest trading entity in the Group. The remuneration of Group key personnel
is disclosed in note 23.
7.
Directors’ remuneration
18 months ended 31 March 2025
Salary
£000
Bonus
£000
Benefits
£’000
Pension
£000
Total
£000
A Attwood
90
-
-
-
90
A Bloomer (appointed 22 April 2024)
179
-
10
18
207
D Dimitrov (appointed 3 March 2025)
11
-
-
1
12
M Taylor (appointed 13 November 2023)
50
-
-
-
50
Dr Q Li (appointed 25 September 2024)
-
-
-
-
-
G Kaminski-Cook (resigned 19 April 2024)
249
2
9
-
260
K Munir (resigned 18 November 2024)
283
42
6
30
361
A Burn (resigned 28 March 2024)
22
-
-
-
22
884
44
25
49
1,002
Year ended 30 September 2023
Salary
£000
Bonus
£000
Benefits
£000
Pension
£000
Total
£000
A Attwood
60
-
-
-
60
A Burn (appointed 15 May 2023)
17
-
-
-
17
G Kaminski-Cook
254
-
11
-
265
K Munir
188
-
3
17
208
N MacDonald (resigned 30 June 2023)
34
-
-
-
34
553
-
14
17
584
Retirement benefits accrued to 3 directors under defined contribution schemes (year ended 30 September
2023: 1).
A bonus of £2,000 each was paid to Gareth Kaminski-Cook and Kamran Munir in December 2023 to reflect
the achievement of personal goals set by the Board. In addition, Kamran Munir was paid £40,000 in relation
to an historic arrangement for his support during the Covid period and was payable if he remained with the
Company for two years.
64
8.
Finance income and expense
18 months
ended 31
March 2025
£000
Year ended 30
September
2023
£000
Finance income
Bank interest receivable
20
-
Finance expense
Bank interest payable
242
200
Amortisation of loan issue costs
13
16
Right-of-use asset financing charges
446
265
Interest element of hire purchase agreements
23
20
724
501
9.
Income tax
18 months
ended 31 March
2025
£000
Year ended
30 September
2023
£000
(i)
Tax credit in income statement excluding
share of tax of equity accounted for joint
ventures
Current tax expense
Current tax on loss for the period
-
(52)
Prior year adjustments
(37)
(58)
Total current tax
(37)
(110)
Deferred tax credit
Origination and reversal of timing differences
(12)
(18)
Total deferred tax
(12)
(18)
Total tax credit
(49)
(128)
(ii)
Total tax credit
The reasons for the difference between the actual tax credit for the period and the average standard rate of
corporation tax in the United Kingdom applied to the loss for the period are as follows:
18 months
ended 31 March
2025
£000
Year ended
30 September
2023
£000
Loss for the period
(1,664)
(913)
Income tax credit
(49)
(128)
Loss before income taxes
(1,713)
(1,041)
Expected tax credit based on average corporation tax
(428)
(229)
rate of 25% (2023: 22%)
Expenses not deductible for tax purposes
15
4
Enhanced R&D tax relief
-
(48)
Tax credit claimed at lower rate of 14.5%
-
41
Tax losses not recognised
401
162
Prior year adjustments
(37)
(58)
Total tax
(49)
(128)
65
Deferred taxes at the balance sheet date have been measured using the enacted tax rates and the expected
timing of reversals. The rate of 25% is accordingly applied to UK deferred taxation balances at 31 March
2025 (30 September 2023: 25%).
The current rate of corporation tax in Sweden is 20.6% and the current rate of corporation tax in Germany is
30%. The Group’s Swedish subsidiary did not have taxable profits during the periods under review and the
German subsidiary profits have to date been offset by losses brought forward.
10. Loss per share
18 months
ended 31
March 2025
£000
Year ended
30 September
2023
£000
Loss used in calculating basic and diluted EPS
(1,664)
(913)
Number of shares
Weighted average number of £0.02 shares for the
purpose of basic earnings per share (‘000s)
54,601
54,601
Weighted average number of £0.02 shares for the
purpose of diluted earnings per share (‘000s)
54,601
54,601
Loss per share (pence)
(3.05)p
(1.67)p
Diluted loss per share (pence)
(3.05)p
(1.67)p
Loss per share has been calculated based on the share capital of Autins Group plc and the loss of the Group
for both periods.
11. Property, plant and equipment
Group Plant and
Leasehold
Fixtures and
machinery
improvement
fittings
Total
£000
£000
£000
£000
COST
At 1 October 2022
14,052
199
602
14,853
Additions
524
1
8
533
Disposals
(229)
-
-
(229)
Foreign exchange movement
(107)
-
-
(107)
At 30 September 2023
14,240
200
610
15,050
Additions
584
6
11
601
Disposals
(746)
-
-
(746)
Foreign exchange movement
(11)
-
-
(11)
At 31 March 2025
14,067
206
621
14,894
DEPRECIATION
At 1 October 2022
5,491
71
342
5,904
Charge for year
841
15
39
895
Disposals
(112)
-
-
(112)
Foreign exchange movement
(44)
-
-
(44)
At 30 September 2023
6,176
86
381
6,643
Charge for period
1,040
23
62
1,125
Disposals
(746)
-
-
(746)
Foreign exchange movement
(1)
-
-
(1)
At 31 March 2025
6,469
109
443
7,021
NET BOOK VALUE
At 31 March 2025
7,598
97
178
7,873
At 30 September 2023
8,064
114
229
8,407
At 30 September 2022
8,561
128
260
8,949
66
Net book value of assets held under hire purchase contracts are as follows:
Plant and
machinery
£000
At 31 March 2025
608
At 30 September 2023
576
Depreciation of £67,000 was charged on these assets in the period (year ended 30 September 2023:
£52,000).
The Company has fixed assets with a cost for office equipment of £3,000 at 31 March 2025, 30 September
2023 and 2022 and a net book value of £nil at 31 March 2025 (30 September 2023: £nil, 30 September
2022: £1,000).
12. Right-of-use assets
The right-of-use assets are as follows:
Group
Property
£’000
Plant and
machinery
£’000
Total
£000
At 1 October 2023
4,013
289
4,302
Additions
1,727
198
1,925
Foreign exchange movements
10
-
10
Depreciation charge for the period
(1,415)
(164)
(1,579)
At 31 March 2025
4,335
323
4,658
Group
Property
£’000
Plant and
machinery
£’000
Total
£000
At 1 October 2022
4,468
81
4,549
Additions
330
280
610
Foreign exchange movements
(40)
-
(40)
Depreciation charge for the year
(745)
(72)
(817)
At 30 September 2023
4,013
289
4,302
The lease liabilities relating to these are:
Group
£000
At 1 October 2023
5,169
Additions
1,925
Foreign exchange movements
10
Lease payments
(1,970)
Financing charge for the period
446
At 31 March 2025
5,580
Current
1,158
Payable in 2-5 Years
4,061
Payable after 5 Years
361
67
At 1 October 2022
£’000
5,452
Additions
610
Foreign exchange movements
(42)
Lease payments
(1,116)
Financing charge for the year
265
At 30 September 2023
5,169
Current
889
Payable in 2-5 Years
3,207
Payable after 5 Years
1,073
13. Intangible assets
Group
Goodwill
£000
Development
costs
£000
Customer
relationships
£000
Tooling
intellectual
property
£000
Total
£000
COST
At 1 October 2022
2,185
946
1,079
830
5,040
Additions
-
82
-
-
82
Foreign currency differences
(31)
-
-
-
(31)
At 30 September 2023
2,154
1,028
1,079
830
5,091
Additions
-
198
-
-
198
Foreign currency differences
5
-
-
-
5
At 31 March 2025
2,159
1,226
1,079
830
5,294
AMORTISATION AND IMPAIRMENT
At 1 October 2022
-
275
1,079
699
2,053
Charge for the year
-
116
-
83
199
At 30 September 2023
-
391
1,079
782
2,252
Charge for the period
180
-
48
228
At 31 March 2025
571
1,079
830
2,480
NET BOOK VALUE
At 31 March 2025
2,159
655
-
-
2,814
At 30 September 2023
2,154
637
-
48
2,839
At 30 September 2022
2,185
671
-
131
2,987
The development costs relate to know-how and expertise held by the Group in respect of the production
and use of new materials and design of insulation products.
The Group tests goodwill for impairment annually or where there is an indication that goodwill might be
impaired. The Directors have, in considering impairment of goodwill, reviewed the operating activities and
structure of the Group and considers the goodwill is attributable to a single cash generating unit related to
the existing established products of the automotive NVH segment.
The recoverable amount of that cash generating unit has been determined on a value-in-use basis. Value-
in-use calculations for the cash generating unit are based on projected three year (30 September 2023:
three-year) discounted cash flows, together with a terminal value which assumes a 2.5% (30 September
2023: 2.5%) long term growth rate currently considered appropriate to the industry in the UK and European
markets the Group operates in. The cash flows have been discounted at pre-tax rates of 13.35% (30
September 2023: 11.9%) reflecting the Group’s weighted average cost of capital adjusted for country-
specific tax rates and risks.
68
The Directors have reviewed a range of reasonably foreseeable trading forecasts for future periods. The
key assumption which underpins these forecasts relates to the rate of revenue and profit growth and
reflects trading experience, as adjusted for the expected growth from current customer, industry and global
economic data. We have continued to reduce the cost base and improve operational efficiency which has
significantly improved gross margin. Revenue, supported by demand for new vehicles, agreed contractual
improvements, and new contract wins is expected to show growth in FY26 and continue improving into
FY27, aided by the continued diversification of the customer base and product range. A return to
profitability was achieved in the last quarter of the 18 month period and further cash generation is expected
in the foreseeable future. The key sensitivity in the forecasts is the level of revenue. Each 1% fall in revenue
would reduce the headroom of £4.5 million by £0.7 million.
The Company had a closing net book value of £nil following a transfer of £50,000 to investments (30
September 2023: £50,000) for goodwill and £4,000 (30 September 2023: £6,000) for development costs
in intangible assets.
14. Fixed asset investments
Group
Interest in
joint ventures
£000
COST AND NET BOOK VALUE
At 30 September 2022
74
Share of profit before and after tax for the year
5
Disposal of interest in joint venture
(79)
Net book value at 30 September 2023 and 31 March 2025
-
The joint venture results for the year ended 30 September 2023 were:
£’000
Revenues
2,048
Profit after tax
10
Total comprehensive income
10
Group share of total comprehensive income
5
Included in the above amounts are:
Depreciation and amortisation
25
Right-of-use asset depreciation
65
Interest expense
16
Company
Investments in
subsidiaries
£000
COST AND NET BOOK VALUE
At 30 September 2023
16,239
Additions – transfer of investment in Autins GmbH from Autins Limited
119
Transfer from goodwill
50
At 31 March 2025
16,408
The Directors have considered the carrying value of the investments and consider that this remains
supported by the projections and impairment tests referred to in note 13 in respect of the trading prospects
and value in use of the subsidiaries.
69
The subsidiaries of the Company, which have all been included in the consolidated financial statements
are as follows:
Name
Principal activity
Class of
shares
31 March 2025
and
30 September
2023
Ownership %
UK subsidiaries:
Autins Limited
Supply of insulating materials
Ordinary
100
Solar Nonwovens Limited
Supply of insulating materials
Ordinary
100
Automotive Insulations Limited
Dormant
Ordinary
100
Autins Technical Centre Limited
Dormant
Ordinary
100
Acoustic Insulations Limited
Dormant
Ordinary
100
European subsidiaries:
Autins GmbH
Supply of insulating materials
Ordinary
100
Autins AB
Supply of insulating materials
Ordinary
100
The Group has agreed to guarantee the liabilities of Solar Nonwovens Limited and Autins Technical Centre
Limited, thereby allowing these companies to take the exemption from an audit under Section 479A of the
Companies Act 2006.
All UK companies are incorporated in England with a registered office at Central Point One, Central Park
Drive, Rugby, Warwickshire, CV23 0WE.
Autins AB operates in and is incorporated in Sweden with a registered office at Hamneviksvägen 12, SE-
418 79 Gothenburg. It is held by Autins Limited.
Autins GmbH operates in and is incorporated in Germany with a registered office at Hilden Amtsgericht,
Düsseldorf HRB 70344. It is held by Autins Group plc.
The Group held a 50% interest in a joint venture, Indica Automotive Limited, until disposal of this interest
on 29 September 2023. The sale consideration, net of the related fees, was £280,000. A consolidated
profit on disposal of £201,000 was recorded compared to the carrying value at the date of sale of £79,000.
15. Inventories
Group
31 March 2025
£000
30 September 2023
£000
Raw materials
1,088
1,652
Work in progress
38
33
Finished goods
323
658
1,449
2,343
Inventory is stated net of impairment provisions of £411,000 (30 September 2023: £383,000). The
Company has no inventories.
70
16. Trade and other receivables
Group
31 March
2025
£000
Group
30 September
2023
£000
Company
31 March
2025
£000
Company
30 September
2023
£000
Trade receivables
3,437
3,402
-
-
Provisions for impairment
(103)
(116)
-
-
Trade receivables net
3,334
3,286
-
-
Amounts owed by subsidiaries
-
-
5,236
8,935
Tooling contract balances
97
57
-
-
Other receivables
17
243
-
10
Total financial assets other than
cash equivalents classified as
receivables
3,448
3,586
5,236
8,945
Corporation tax debtor
12
166
-
-
Other receivables
99
22
11
11
Prepayments
504
501
28
52
Total trade and other receivables
4,063
4,275
5,275
9,008
The analysis of trade receivables is as
follows:
Not yet due gross amount
2,933
3,011
-
-
Past due gross amount
504
391
-
-
Past due impairment loss allowance
(103)
(116)
-
-
3,334
3,286
-
-
With the exception of one customer which accounts for 44% (30 September 2023: 49%) of the net trade
receivable balance at the period end, credit risk with respect to accounts receivable is dispersed due to
the number of customers. An impairment allowance of £42,000 has been charged (30 September 2023:
£72,000) in respect of specific trade receivables at 31 March 2025. The expected credit loss in respect of
debt not due and past due is otherwise considered immaterial.
The Group has financing agreements whereby certain trade debts can be subject to an invoice discounting
agreement which is secured against the associated trade receivables. The amounts outstanding at 31
March 2025 were £nil (30 September 2023: £nil).
The movement in the provision for trade receivables is as follows:
Group
2025
£000
2023
£000
At 1 October
116
44
Charged in period
42
72
Receivables written off in period
(55)
-
At 31 March/30 September
103
116
71
The movement in the tooling contract assets balances are as follows:
2025
2023
£’000
£’000
Brought forward at 1 October
57
-
Additions during the period
205
153
Recognised as cost of sales in the period
(165)
(96)
Assets as at 31 March/30 September
97
57
Revenue yet to be recognised on tooling contract balances
126
98
17. Trade and other payables
Group
31 March
2025
£000
Group
30
September
2023
£000
Company
31 March
2025
£000
Company
30
September
2023
£000
Current
Trade payables
2,557
2,351
144
208
Amounts owed to subsidiaries
-
-
7,674
7,963
Accruals
1,960
1,780
224
240
Total financial liabilities, excluding loans
borrowings, classified as financial
liabilities measured at amortised cost
4,517
4,131
8,042
8,411
Social security and other taxes
297
331
43
47
Deferred income
113
6
-
-
Total current trade and other payables
4,927
4,468
8,085
8,458
Non-current liabilities
Deferred income
98
99
-
-
No interest is payable on the amounts owed to the Company or by the Company to its subsidiaries except
for a loan to the German subsidiary of €1.77m on which a rate of 8.5% is charged.
18. Borrowings
Group
31 March
2025
£000
Group
30
September
2023
£000
Company
31 March
2025
£000
Company
30
September
2023
£000
Bank loans and overdrafts
2,042
3,473
1,876
3,254
Unamortised issue costs
(4)
(17)
(4)
(17)
Hire purchase liabilities
425
237
-
-
Total Borrowings
2,463
3,693
1,872
3,237
Bank loans
1,612
1,228
1,580
1,195
Hire purchase liabilities
100
78
-
-
Current
1,712
1,306
1,580
1,195
Bank loans – instalments due in 2 to 5 years
419
2,171
292
2,042
Bank loans – instalments due in more than 5 years
7
57
-
-
Hire purchase liabilities due in 2 to 5 years
325
159
-
-
Non-current
751
2,387
292
2,042
Bank loans and overdrafts are secured by fixed and floating charges over the Group’s assets.
72
Principal terms and the debt repayment schedule of the Group’s bank borrowings are as follows:
Lender
Nominal
Currency
Conditions
Repayment method
Rate %
Year of
Maturity
HSBC CBILS
GBP
Secured
Repayable by
instalments
4.69% fixed
rate
2026
Maven MEIF term
loan
GBP
Secured
Repayable by
instalments
7.50% fixed
rate
2026
German
government-backed
loan
EUR
Secured
Repayable by
instalments
1.03% fixed
rate
2030
Net obligations under hire purchase contracts are denominated in sterling and euro and secured on the
assets to which they relate.
Details of financing facilities are also included in note 3, liquidity risk.
Hire purchase liabilities
The future minimum lease payments in respect of hire purchase liabilities are as follows:
Group
31 March 2025
£000
30 September
2023
£000
Less than one year
117
85
Between one and five years
403
173
Total gross payments
520
258
Less: interest charge allocated to future periods
(95)
(21)
Carrying amount of liability
425
237
19. Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (30
September 2023:25%) for the UK, 21% (30 September 2023: 21%) for Sweden and 30% for Germany (30
September 2023: 30%). The movement on the deferred tax account is as shown below:
Group
18 months
ended 31
March 2025
£000
Year ended
30 September
2023
£000
Opening net liability
12
30
Total credit recognised in profit and loss
(12)
(18)
Closing net liability
-
12
31 March
2025
£000
30 September
2023
£000
Deferred tax (asset)
Accelerated capital allowances
870
768
Losses
(947)
(826)
Other temporary differences
77
58
Closing asset
-
-
Deferred tax liability
Deferred tax on intangible assets
-
12
Closing liability
-
12
73
The Group’s deferred tax balances have arisen primarily due to the timing differences on accelerated
capital allowances, recognition of intangible assets on acquisition or development costs and tax losses
carried forward.
The Group has an unrecognised deferred tax asset of approximately £2,548,000 at 31 March 2025 (30
September 2023: £2,100,000) in respect of losses carried forward as it is, as yet, uncertain when these
will be utilised.
Group tax losses have been recognised where there is capacity to utilise them against specific profits or
where budgets and forecasts indicate that they can be used to offset overseas trading profits within the
next two years, supported by the trend in trading results and order books in these entities.
The Company deferred tax asset recognised is £nil (30 September 2023: £nil). The Company has an
unrecognised deferred tax asset of approximately £1,881,000 (30 September 2023: £1,500,000) in
respect of losses carried forward.
20. Share capital
Allotted, issued and fully paid ordinary shares of £0.02 each
Number
£’000
At 30 September 2023 and 31 March 2025
54,600,984
1,092
All of the ordinary shares are non-redeemable, have voting rights and participate equally in any income or
capital distributions.
21. Reserves
The share premium account represents the amounts subscribed for shares in excess of the nominal value,
net of any directly attributable issue costs.
Retained earnings are the cumulative net profits in the consolidated statement of comprehensive income.
Movements on these reserves are set out in the consolidated statement of changes in equity.
The cumulative currency differences reserve represents translation differences in respect of the net assets
of overseas subsidiaries.
Other reserves of £1,391,000 arose from the difference between the fair value and nominal value of shares
issued in partial satisfaction of the acquisition of 100% of the equity of Autins Limited (formerly Automotive
Insulations Limited) in April 2014 and £495,000 from the difference between the fair value of shares issued
and the existing cost of investment in order to acquire the remaining 50% of Autins AB and 10% of Autins
GmbH in April 2016.
22. Commitments
The Group leases all its office and manufacturing properties as well as a number of vehicles and forklifts
used by the business. The lease terms vary from three years for vehicles, property rentals with an annual
rolling renewal for certain overseas properties through to 15 year terms for the principal UK manufacturing
sites, which are subject to five yearly rent reviews.
The Group had capital commitments at 31 March 2025 of £nil (30 September 2023: £nil).
The Company had no lease or capital commitments.
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23. Related party transactions
Transactions with related parties and key management personnel
Group key management personnel costs
18 months
ended 31
March 2025
£000
Year ended 30
September 2023
£000
Group aggregate salaries and short term benefits
1,887
1,310
Post employment benefits
69
66
1,956
1,376
24. Control
In the opinion of the Directors there is no one ultimate controlling party.
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DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS
Directors
Adam Attwood, Non-Executive Chairman
Andrew Bloomer, Chief Executive Officer
Desislav Dimitrov, Chief Financial Officer
Mark Taylor, Non-Executive Director
Dr Qu Li, Non-Executive Director
Company Secretary
Angela Bell
Registered Office
Central Point One
Central Park Drive
Rugby
Warwickshire
CV23 0WE
Telephone Number
+44(0)1788 578 300
Website
www.autins.com
Nominated Adviser and Broker
Singer Capital Markets Limited
1 Bartholomew Lane
London
EC2N 2AX
Solicitors to the Company
Freeths LLP
1 Vine Street
Mayfair
London
W1J 0AH
Auditors
Dains Audit Limited
2 Chamberlain Square
Birmingham
B3 3AX
Registrars
MUFG Corporate Markets (UK) Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL