Directors Report 1

The directors present their strategic report for the year ended 31 December 2018.
Review of the business ?During the year the company continued to act as an intermediate holding company. The profit for the financial year was ? 43,460,933 (2017 Ind). ?During the year, steps were taken to prepare the company for liquidation. The Company sold its subsidiary to its parent company. The issued share capital of the Company was reduced to ?1 from ?1,150,000 and dividend payments were made to its parent ?47,796,398 (2017 ? nil).

?Key performance indicators Due to the nature of the company being a holding company, the directors do not consider key performance indicators to be necessary to understand the performance of the business.

Principal risks and uncertainties As a result of the planned liquidation of the business in the foreseeable future, the entity holds only ?1 of intercompany debtors and ?1 share capital at year end. Therefore, it is not considered to be materially exposed to cashflow, credit or liquidity risks. ?

Future developments The directors intend to liquidate the company in the foreseeable future. As such, the accounts have been prepared on a basis other than that of a going concern.

Approved by the board and signed on its behalf by

S Glennon Director 27th September 2019 Advanced Composites Group Holdings Limited
2018-12-31 00:00:00
Directors' report The directors present their annual report and the audited financial statements for the year ended 31 December 2018. , Principal Activities Formerly the principal activity of the company was the holding of an investment in a subsidiary company. The Company was dormant in the prior year, and became active during the year as a result of transactions completed in preparation for liquidation of the company. Business review and dividends The profit for the financial year was ? 43,460,933 (2017 hid). During the year, steps were taken to prepare the company for liquidation. The Company sold its subsidiary to its parent company. The issued share capital of the Company was reduced to ?1 from ?1,150,000 and dividend payments were made to its parent of ?47,796,398 (2017 nil). Directors The directors who held office during the year and until the date of this report are as follows: S Glennon D Clears
Going Concern As a result of the divestment event noted above, the directors intend to start liquiaation proceedings during the 2019 financial year. Hence these financial statements have been prepared on the basis that the company is no longer a going concern. Strategic report Financial risk management and future developments have been elevated to the strategic report, and form part of this report by cross reference. Auditor
Each of the persons who is a director at the date of approval of this report confirms that: ?so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and ?the director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company's auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. The company's auditors, Deloitte LLP, were appointed during the year and have been deemed reappointed in the absence of an annual general meeting. Approved by the Board of Directors and signed on its behalf by

S Glennon Director Company registered number: 03621275

Date: 27th September 2019

Composites House
Heanor Derbyshire

2.0 Advanced Composites Group Holdings Limited
2018-12-31 00:00:00
Directors' responsibilities statement
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors haye elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102. "The Financial Reporting Standard applicable in the UK and Republic of Ireland". Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the company, for that period.
In preparing these financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and accounting estimates that are reasonable and prudent; ?state.whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Independent auditor's report to the members of Advanced Composites Group Holdings Limited
Report on the audit of the financial statements
Opinion In our opinion the financial statements of Advanced Composites Group Holdings Limited (the 'company'): ?give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its profit for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and , ?have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise: ?the profit and loss account; ?the balance sheet; ?the statement of changes in equity, and ?the related notes 1 to 8.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs(UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's ( the FRC's') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter ? Financial Statements prepared on other than a going concern basis We draw attention to note 1.2 in the financial statements, which indicates that the financial statements have been prepared on a basis other than that of a going concern. Our opinion is not modified in respect of this matter.
Other information The directors are responsible for the 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.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 respect of these matters.
Independent auditor's report to the members of Advanced Composites Group Holdings Limited (continued)
Responsibilities of directors As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the 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 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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's`report.

Report on other legal and regulatory requirements
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 year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.
Matters on which we are required to report by exception ? ?Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion: ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ?the fmancial 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.
We have nothing to report in respect of these matters.
Other matter ? As the company did not have an audit for the year ended 31 December 2017, we have not audited the corresponding amounts for that period.

5.0
Independent auditor's report to? the members of Advanced Composites Group Holdings Limited (continued)
Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Gallimore FCA (Senior Statutory Auditor) for and on behalf of Deloitte LLP Statutory Auditor Birmingham United Kingdom 27436-?-,--2"0-17?

6.0 Advanced Composites Group Holdings Limited
2018-12-31 00:00:00

Directors Report 2

Directors' report
Principal activities and business review
The principal activity of the company is that of an intermediate holding company for subsidiaries involved in the manufacture and supply of impregnated composite materials, the manufacture of composite tooling and components and the supply of tooling block and ancillary materials.
The company did not trade during the current or preceding period and consequently incurred neither a profit nor a loss. Dividend
The directors do not recommend the payment of a dividend (period to 31 December 2013: nil). Directors The directors who held office during the period and to the date of this report are as follows:
DG Darazsdi NA Blatherwick DM Drillock RD Smith SM Glennon (appointed 1 November 2014) (resigned 31 July 2014) (resigned 31 October 2014)
By order of the board
,e'rf DG Darazsdi Director
Composites House Sinclair Close Heanor Gate Industrial Estate Heanor Derbyshire DE75 7SP
Date: 1_6

1.0 Advanced Composites Group Holdings Limited
2014-12-31 00:00:00

Directors Report 3

Directors' report
Principal activities and business review
The principal activity of the company is that of an intermediate holding company for subsidiaries involved in the manufacture and supply of impregnated composite materials, the manufacture of composite tooling and components and the supply of tooling block and ancillary materials.
The company did not trade during the current or preceding period and consequently incurred neither a profit nor a loss. Dividend
The directors.do not recommend the payment of a dividend (period to 31 December 2012: nil). Directors The directors who held office during the period and to the date of this report are as follows:

E Ghavam-Shahidi NA Blatherwick DM Drillock RD Smith SM Glennon (Resigned 18 September 2013)

By order of the board

DM Drillock Director
Composites House Sinclair Close Heanor Gate Industrial Estate Heanor Derbyshire DE75 7SP

Date: 1?L-1- ?L 1 If

1.0 Advanced Composites Group Holdings Limited
2013-12-31 00:00:00

Directors Report 4

Directors' report

On 4 October 2012 the company changed its accounting reference date to 31 December and these accounts therefore cover the nine month period from 1 April to 31 December 2012
Principal activity The principal activity of the company is that of an intermediate holding company for subsidiaries involved in the manufacture and supply of impregnated composite materials, the manufacture of composite tooling and components and the supply of tooling block and ancillary materials Business review Details of the results for the period are shown in the profit and loss account on page 5 The ultimate holding company is Cytec Industries Inc and the detailed business review can be found m their consolidated accounts, see note 12 Results and dividend
The results for the period are shown on page 5 Dividends of ?nil were paid during the period (2012 ?2,164,883)
Directors The directors who held office during the period and to the date of this report are as follows

E Ghavam-Shahidi JP Mabbitt M Malitskie AB Moss
NA Blatherwick SJ Bowers DM Drillock RD Smith SM Glennon
(Resigned 6 November 2012 ) (Resigned 6 November 2012) (Resigned 20 July 2012)

(Resigned 20 July 2012) (Appointed 20 July 2012) (Appointed 20 July 2012) (Appointed 28 February 2012) Disclosure of information to auditor The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company's auditor is unaware, and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information
Auditor During the period KPMG Audit Plc resigned and KPMG LLP were appointed Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office By order of the board D Dril ock
XiAsittt Composites House
Heanor Gate Industrial Estate Heanor Derbyshire DE75 7SP Date 24 September 2013

Director

1.0 Advanced Composites Group Holdings Limited
2012-12-31 00:00:00

Statement of directors' responsibilities in respect of the Directors' report and the financial statements
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations Company law requires the directors to prepare financial statements for each financial year Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgements and estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions

2.0
Advanced Composites Group Holdings Limited
2012-12-31 00:00:00

Independent auditor's report to the members of Advanced Composites Group Holdings Limited
We have audited the financial statements of Advanced Composites Group Holdings Limited for the nine months ended 31 December 2012 set out on pages 5 to 11 The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditor As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www frc org uk/auditscopeukprivate
Opinion on financial statements In our opinion the financial statements
?give a true and fair view of the state of the company's affairs as at 31 December 2012 and of its result for the period then ended, ?have been properly prepared in accordance with UK Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements

3.0
Advanced Composites Group Holdings Limited
2012-12-31 00:00:00

Independent auditor's report to the members of Advanced Composites Group Holdings Limited (continued)

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion
?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or ?the 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

fi?ce CkAtg, Michael Froom (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants One Snowhill Snowhill Queensway Birmingham 84 6GH a-3- 5Thcr-c-c?A43E-a_ --)a ?%

4.0 Advanced Composites Group Holdings Limited Directors report and financial statements 2012-12-31 00:00:00

Directors Report 5

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2011 Principal activity The principal activity of the company is that of an intermediate holding company Business review The results of this company are consolidated into Umeco plc, which is incorporated in the United Kingdom The detailed business review can be found from page 8 of Umeco plc's annual report Results and dividend
The results for the year are shown on page 5 Dividends of f9,516,134 were paid during the year (2010 ?6,753,212) Directors
The directors who held office during the year and to the date of this report are as follows
CJ Snowdon E Ghavam-Shahidi JP Mabbitt M Malaskie AB Moss DG Robertson NA Blatherwick SJ Bowers (Resigned 28 July 2011)

(Appointed 29 July 2011) (Resigned 28 July 2011)
(Appointed 28 July 2011) Disclosure of information to auditor The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company's auditor is unaware, and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information
Auditor Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG Audit Plc will therefore continue in office By orde of the board

Concorde House
Leamington Spa Warwickshire CV32 5JG
AB Moss Director
2011-11-16 00:00:00 1.0 Advanced Composites Group Holdings Limited
2011-03-31 00:00:00

Statement of directors' responsibilities in respect of the Directors' report and the financial statements
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice)
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and estimates that are reasonable and prudent-, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities

2.0 Advanced Composites Group Holdings Limited
2011-03-31 00:00:00

Independent auditor's report to the members of Advanced Composites Group Holdings Limited
We have audited the financial statements of Advanced Composites Group Holdings Limited for the year ended 31 March 2011 set out on pages 5 to 11 The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditor As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors
Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the APB's website at www frc org uk/apb/scope/private cfm
Opinion on financial statements In our opinion the financial statements
?give a true and fair view of the state of the company's affairs as at 3 I March 2011 and of its profit for the year then ended, ?have been properly prepared in accordance with UK Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescnbed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements

3.0
Advanced Composites Group Holdings Limited
2011-03-31 00:00:00

Independent auditor's report to the members of Advanced Composites Group Holdings Limited (continued)

Matters on which we are required to report by exception We have nothing to report in respect of the following mailers where the Companies Act 2006 requires us to report to you if, in our opinion
?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or ?the 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

M Froom (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants One Snowhill SnowhillQueensway Birmingham B4 6GH 2011-11-22 00:00:00

4.0
Advanced Composites Group Holdings Limited
2011-03-31 00:00:00

Directors Report 6

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2010 Principal activity The principal activity of the company is that of an intermediate holding company Business review The results of this company are consolidated into Umeco plc, which is incorporated in England The detailed business review can be found on page 6 of Umeco plc's annual report Results and dividend
The results for the year are shown on page 5 Dividends of ?6,753,212 were paid during the year (2009 1'2,577,680) Directors The directors who held office during the year and to the date of this report are as follows
CJ Snowdon E Ghavam-Shahidi JP Mabbitt M Malitskie AB Moss HA Potts DG Robertson NA Blatherwick (Chairman)

Disclosure of information to auditors The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information Auditors Pursuant to Section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed and KPMG Audit Plc will therefore continue in office By order of the board Concorde House Ple44,e, PlatAkt_ 24 Warwick New Road Leamington Spa SJ Bowers Warwickshire Secretary CV32 5JG
2010-12-07 00:00:00

1.0 Advanced Composites Group Holdings Limited
2010-03-31 00:00:00

Statement of directors' responsibilities in respect of the Directors' report and the financial statements
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice)
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and estimates that are reasonable and prudent-, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities

2.0 4dt nixed Composites Group Holdings. Limited
31 Minch 2010

KPMG Audit Plc One Snowhill Snow Hill Queensway Birmingham
Independent auditors' report to the members of Advanced Composites Group Holdings Limited
We have audited the financial statements of Advanced Composites thoup Holdings Limited Mt the .s eat ended 31 March 2010 which comp ise the Pi ofit and Loss Account, the Balance Sheet and the related notes The financial teportmg framework that has been applied in then piepat anon is applicable law and UK Accounting Standards (UK Geneially Accepted Accounting Practice)

This i eport is made solely to the company's mernhet s as a body, in accordance with Chapter 3 of Pal t 16 of the Companies Act 2006 Om audit work has been undertaken so that we might state to the company's membeis those matters we ate required to state to them in an auditors' leport and foi no other purpose To the fullest extent pemutted by law, we do not accept oi assume responsibility to anyone other than the company and the company's members, as a body, for our audit WOlk, for this report, or for the opinions we have formed

Respective responsibilities of dim ectors and auditors
As explained more fully in the Statement of Directors' Responsibilities set out on page 2 the directors are responsible for the preparation of the financial statements and for being satisfied that they gice a true and fair view 011f responsibility is to audit the financial statements in accordance vs ith applicable law and International Standaids on Auditing (UK and Ireland) Those standards t &mire us to comply with the Auditing Practices Board's (APB's) Ethical Standaids for Auditots

Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB's web-site at ww w Ire ors, tik/a0b/scooe/UKNP

Opinion on financial statements
In our opinion the financial statements ?give a true and fan view of the state of the company's affairs as at 31" March 2010 and of its profit for the year then ended, ?have been properly prepared in accoidance with UK Genet ally Accepted Accounting Practice, and ?have been prepared in accordance with the lequirements of the Companies Act 2006

Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial yew foi w hich the financial statements are prepared is consistent with the financial statements

Matters on which we are required to report by exception

3.0

4dva?ced Composites Group Flo'dings Limited
31 Moth 2010

We have nothing to report in respect of the following mattets where the Compantes Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, or returns adequate foi our audit have not been received from branches not visited by us, or ?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directoks' iemunei anon specified by law are not made, or ?we have not received all the Information and explanations we iequire for our audit

le Richo_ NI Froom (Senior Statutory Auditor) for and on behalf of KPMG Audit Plc, Statutory Auditor Chin lered Accountants One Snow/ill Snow Hill Oueensway Birmingham B-1 6GH 2010-12-07 00:00:00

4.0 Advanced Composites Group Holdings Limited
2010-03-31 00:00:00

Directors Report 7

Directors' report

The directors present their report and the audited financial statements for the year to 31 March 2009. Principal activity The principal activity of the company is that of an intermediate holding company.
Business review The results of this company are consolidated into Umeco plc, which is incorporated in England. The detailed business review can be found on page 10 of Umeco plc's annual report.
Results and dividend
The results for the year are shown on page 5. Dividends of ?2,577,680 were paid during the year (2008: ?3,322,937).
Directors The directors who held office during the year and to the date of this report are as follows:
CJ Snowdon E Ghavam-Shahidi JP Mabbitt M Malitskie AB Moss HA Potts OG Robertson NA Blatherwick (Chairman)

Disclosure of information to auditors The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company's auditors are unaware; and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Auditors Pursuant to Section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed and KPMG Audit Plc will therefore continue in office. By order of the board Concorde House /11(A4_ /34//4A(L. 24 Warwick New Road Leamington Spa SJ Bowers Warwickshire Secretary CV32 5JG
2009-07-29 00:00:00
Advanced Composites Group Holdings Limited
2009-03-31 00:00:00

Statement of directors' responsibilities in respect of the directors' report and the financial statements
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).
The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgments and estimates that are reasonable and prudent;
?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that its financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

2.0 i I 1.1 L/ LI ?-_J
KPMG Audit Plc 2 Cornwall Street Birmingham B3 2DL
Independent auditors' report to the members of Advanced Composites Group Holdings Limited

We have audited the financial statements of Advanced Composites Group Holdings Limited for the year ended 31 March 2009 which comprise the profit and loss account, the balance sheet and the related notes. These financial statements have been prepared under the accounting policies set out therein. This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we arc required to state to them in an auditor's report and for no other purpose. To die fullest extent permitted by law. we do not accept or assume responsibility to anyone other than the company and the company's members as a body. for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors The directors' responsibilities for preparing the financial statements in accordance with applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities on page 2. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to y'011 our opinion as to whether the financial statements give a true and lair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements. In addition we report to you ill in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed. We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity, or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Independent auditors' report to the members of Advanced Composites Group Holdings Limited (continued)

Opinion In our opinion: ?the financial statements give a true and fair view, in accordance with UK Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 March 2009 and of its profit for the year then ended; ?the financial statements have been properly prepared in accordance with the Companies Act 1985; and ?the information given in the Directors Report is consistent with the financial statements.

K-pitzt-i rait at-
KPMG Audit Plc 29 July 2009 Chaaered Accountants Registered Auditor

4.0 Advanced Composites Group Holdings Limited
2009-03-31 00:00:00

Directors Report 8

Directors' report

The directors present their report and the audited financial statements for the year to 31 March 2008. Principal activity The principal activity of the company is that of an intermediate holding company. Business review The results of this company are consolidated into Umeco plc, which is incorporated in England. The detailed business review can be found on page 19 of Umeco plc's annual report. Results and dividend The results for the year are shown on page 5. Dividends of ?3,322,937 were paid during the year (2007: ?1,329,443). Directors The current directors of the company, and those who held office during the year, are as follows:
Ci Snowdon RJK Beaumont E Ghavam-Shahidi JP Mabbitt M Malitslcie AB Moore AB Moss HA Potts DG Robertson (Chairman)

resigned 20 July 2007

resigned 30 June 2007

appointed 30 July 2007 No director had any disclosable interest in the shares of the company. Disclosure of information to auditors The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company's auditors are unaware; and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. Auditors In accordance with Section 384 of the Companies Act 1985, a resolution for the reappointment of KPMG Audit Plc as auditors of the company will be proposed at the forthcoming Annual General Meeting. By order of the board Concorde House Yew_3 ae-tAe?-, 24 Warwick New Road Leamington Spa SJ Bowers Warwickshire Secretary CV32 MG
2009-01-27 00:00:00
Advanced Composites Group Holdings Limited
2008-03-31 00:00:00

Statement of directors' responsibilities in respect of the directors' report and the financial statements
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).
The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgments and estimates that are reasonable and prudent;
?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that its financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

2.0 Advanced Composites Group Holdings Limited
2008-03-31 00:00:00

Independent auditors' report to the members of Advanced Composites Group Holdings Limited
We have audited the financial statements of Advanced Composites Group Holdings Limited for the year ended 31 March 2008 which comprise the Profit and Loss Account, the Balance Sheet and the related notes. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors The directors' responsibilities for preparing the financial statements in accordance with applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities on page 2.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.

Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

3.0 Advanced Composites Group Holdings Limited
2008-03-31 00:00:00

Independent auditors' report to the members of Advanced Composites Group Holdings Limited (continued)

Opinion In our opinion:
?the financial statements give a true and fair view, in accordance with UK Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 March 2008 and of its profit for the year then ended;
?the financial statements have been properly prepared in accordance with the Companies Act 1985; and
?the information given in the Directors' Report is consistent with the financial statements.
V-?444 4-41- Pc-
ICPMG Audit Plc Chartered Accountants Registered Auditor 2 Cornwall Street Birmingham B3 2DL 2009-01-27 00:00:00

4.0
Advanced Composites Group Holdings Limited
2008-03-31 00:00:00

Directors Report 9

Directors' report

The directors present their report and the audited financial statements for the year to 31 March 2007
Principal activity The pnnmpal activity of the company is that of an intermediate holding company
Business review The results of this company are consolidated into Umeco plc, which is incorporated in England The detailed business review can be found on page 22 of Umeco plc's annual report
Results and dividend
The directors do not propose a dividend for the year (2006 IMO

Directors The current directors of the company, and those who held office during the year, are as follows
AB Moore HA Potts JP Mabbitt M Malitslue C1 Snowdon RJK Beaumont AS Moss E Ghavam-Shahidi The interests of CJ Snowdon and RJK Beaumont in the shares of the ultimate holding company, Umeco plc, are disclosed in the directors' report of that company No director had any disclosable interest in the shares of the company

I Advanced Composites Group Holdings Limited
2007-03-31 00:00:00

Directors' report (continued) The directors who held office at the end of the financial year had the following interests in the ordinary shares of the parent company, as recorded in the register of directors' share and debenture interests
Sheet2 Disclosure of information to auditors The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information
Auditors In accordance with Section 384 of the Companies Act 1985, a resolution for the reappointment of ICPMG Audit Plc as auditors of the company will be proposed at the forthcoming Annual General Meeting By order of the board

Concorde House
Leamington Spa Warwickshire CV32 5JG

SJ Bowers

2007-06-05 00:00:00 2.0 Advanced Composites Group Holdings Limited
2007-03-31 00:00:00

Statement of directors' responsibilities in respect of the directors' report and the financial statements
The directors are responsible for prepanng the Directors' Report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice)
The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that penod
In prepanng these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently,
?make judgments and estimates that are reasonable and prudent,
?state whether applicable UK Accounting Standards have been followed, subject to any matenal departures disclosed and explained in the financial statements, and
?prepare the financial statements on the going concern basis unless it is inappropnate to presume that the company will continue in business
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that its financial statements comply with the Companies Act 1985 They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities

3.0

KPMG Audit Plc
Birmingham B3 2DL

Independent auditors' report to the members of Advanced Composites Limited We have audited the financial statements of Advanced Composites Limited for the year ended 31 March 2007 which comprise the Profit and Loss Account, Balance Sheet and the related notes These financial statements have been prepared under the accounting policies set out therein This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditors The directors' responsibilities for preparing the financial statements in accordance with applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities on page 3 Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985 We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

4.0
Independent auditors' report to the members of Advanced Composites Limited (continued)

Opinion In our opinion ?the financial statements give a true and fair view, in accordance with UK Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 March 2007 and of its result for the year then ended, ?the financial statements have been properly prepared in accordance with the Companies Act 1985, and ?the information given in the Directors' Report is consistent with the financial statements

Kett?c--) A- _A. C Pk_ KPMG Audit Pie 5 June 2007 Chartered Accountants Registered Auditor

5.0

Advanced Composites Group Holdings Limited Directors' report and financial statements 2007-03-31 00:00:00

Directors Report 10

Directors' report

The directors present theft report and the audited financial statements for the year to 31 March 2006.
Principal activity
The principal activity of the company is that of an intermediate holding company. Business review On 6 May 2004, the entire share capital of the company was acquired by Umeco plc. The results of this company are

Directors Report 11

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2005. Principal activity The principal activity of the company is that of an intermediate holding company. Business review On 6 May 2004, the entire share capital of the company was acquired by UMECO plc. The results of this company are consolidated into UMECO plc, which is incorporated in England.

Results and dividend
The directors do not propose a dividend for the year (2004: ?n0).

Directors
The current directors of the company, and those who held office during the year, are as follows:
AB Moore HA Potts JP Mabbitt M Malitskie CJ Snowdon RJK Beaumont AS Moss E Ghavram-Shahidi

(Appointed 6 May 2004) (Appointed 6 May 2004) (Appointed 6 May 2004) (Appointed 6 May 2004) The interests of CJ Snowdon and KIK Beaumont in the shares of the ultimate holding company, UMECO plc, are disclosed in the directors' report of that company. No director had any disclosable interest in the shares of the company.

3.0
Advanced Composites Group Holdings Limited
2005-03-31 00:00:00

Directors' report (continued) The directors who held office at the end of the financial year had the following interests in the ordinary shares of the parent company, as recorded in the register of directors' share and debenture interests
Sheet2 In accordance with Section 384 of the Companies Act 1985, a resolution for the reappointment of KPMG Audit Plc as auditors of the company will be proposed at the forthcoming Annual General Meeting. By order of the board
c/4AAL 6 k,fot.ictit,
SJ Bowers Secretary
2005-06-01 00:00:00

Concorde House
Leamington Spa Warwickshire CV32 5JG

4.0 Advanced Composites Group Holdings Limited
2005-03-31 00:00:00

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the company and of the profit or loss for that period. In preparing those 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; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

5.0
Advanced Composites Group Holdings Limited
2005-03-31 00:00:00

Independent auditors' report to the members of 31 March 2005

We have audited the fmancial statements on pages 7 to 16. This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this teport, or for the opinions we have formed. Respective responsibilities of directors and auditors The directors are responsible for preparing the directors' report and, as described on page 5, the fmancial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the fmancial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not 'received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the group is not disclosed. Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the fmancial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the fmancial statements. Opinion In our opinion the fmancial statements give a true and fair view of the state of affairs of the company and the group as at 31 March 2005 and of the results of the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

KPMG Audit Plc 1 June 2005 Chartered Accountants Registered Auditor

6.0 Advanced Composites Group Holdings Limited
2005-03-31 00:00:00

Directors Report 12

Directors' report
The directors present their report and the audited financial statements for the seven months ended 31 March 2004. Change of accounting date The company changed its accounting reference date to 31 March to bring it into line with that of UMECO plc. Principal activities The principal activities of the group comprise the manufacture and supply of impregnated composite materials and the manufacture of tooling, components and product prototypes from composite materials.
Business review On 6th May 2004, the Group was acquired by UMECO plc. To be consistent with the financial period end of UMECO plc, the Group has shortened its financial period so that this ended on 31 March. The profit and loss account therefore reports the results for the seven months to 31 March 2004.
During this seven month period, group sales continued to increase over the previous year, showing growth of 9.1% compared with the same seven month period in the previous year.
Profitability (Profit before taxation as a % of sales) was maintained at 10.6%.
The group continues to develop business in market sectors such as Aerospace, Automotive and Wind Energy and is actively engaged in developing new product lines to enhance performance in existing markets and to facilitate entry to new markets.
Results and dividend The profit and loss account for the period is attached. The directors propose a dividend for the period of ?nil (31 Aug 03: ?1,035,000).
Research and development The directors consider that the future of the group depends upon the technical superiority of its products and service and they are committed to enhancing this superiority by continuing programmes of research and development. It is group policy to take a prudent view of expenditure incurred on research and development programmes, all of which is written off in the period in which it is incurred, except to the extent that it is recoverable from grant funding. During the period ?645,000 (31 Aug 03: ?48Z 000) was expended on research and development programmes, net of income derived from the research. Patents, trademarks and other intellectual property The group has made substantial investments throughout its history by developing its own intellectual property and, where possible, protecting it by patents. All these costs have been written off in the period in which the expenditure was incurred. The directors are of the opinion that the patents, trademarks and other intellectual property rights owned by the group have a considerable value which is not reflected in the accounts, and is not readily quantifiable. Directors The current directors of the company, and those who held office during the period, are as follows:
AB Moore RG Ford P English HA Potts JP Mabbitt M Malitskie

Registered number 03621275 /31 March 2004 1

Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2004-03-31 00:00:00

Directors' report (continued)

Directors The current directors of the company, and those who held office during the period, are as follows:
AB Moore KG Ford P English HA Potts JP Mabbitt M Malitskie CJ Snowdon RJK Beaumont AB Moss E Ghavram-Shahidi
(Resigned 6 May 2004) (Resigned 6 May 2004)

(Appointed 6 May 2004) (Appointed 6 May 2004) (Appointed 6 May 2004) (Appointed 6 May 2004) The interests of directors in the shares of the company are as follows
Sheet1 The group has Civil Aviation Authority certification and is approved by many major aerospace and defence companies. ISO 9001 1 2000 and AS9100 (REVA) certification has also been approved and the group operates an active Total Quality Management System. Auditors Our auditors, KPMG LLP, have indicated to the directors that they will resign as auditors and so enable KPMG Audit Plc (auditors of the new holding company) to be appointed in their place. A resolution for the appointment of KPMG Audit Plc as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

By order of the board
Jb*Q7, AB Moore Director Composites House
Heanor Gate Industrial Estate Heanor Derbyshire 2005-03-24 00:00:00

Registered number 03621275 / 31 March 2004 2

Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2004-03-31 00:00:00

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the company and group and of the profit or loss for that period. In preparing those 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; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Registered number 03621275 / 31 March 2004 3

KPMG LLP St Nicholas House Park Row
NG1 6FQ
Independent auditors' report to the members of Advanced Composites Group Holdings Limited

We have audited the financial statements on pages 5 to 24. This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors The directors are responsible for preparing the directors' report and, as described on page 3, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the group is not disclosed.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company and the group as at 31 March 2004 and of the profit of the group for the seven month period then ended and have been properly prepared in accordance with the Companies Act 1985.

e Chartered Accountants Registered Auditor
2005-03-24 00:00:00

Registered number 03621275 / 31 March 2004
4.0 Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2004-03-31 00:00:00

Directors Report 13

Directors' report
The directors present their report and the audited financial statements for the year ended 31 August 2003. Principal activities The principal activities of the group comprise the manufacture and supply of impregnated composite materials and the manufacture of tooling, components and product prototypes from composite materials.
Business review Group sales increased by 7.6% with a strong contribution from the USA business.
Better materials usage together with strong cost controls enabled these sales to be achieved with a corresponding 3.4% growth in costs resulting in an improvement in profitability (PBT% sales) from 7.04% to 10.8%. The group continues to develop business in market segments such as aerospace, automotive and wind energy and is actively engaged in developing new product lines to enhance performance in existing markets and to facilitate entry into new markets.
Results and dividend The profit and loss account for the year is attached. The directors propose a dividend for the year of ?1,035,000 (2002: f690,000).
Research and development The directors consider that the future of the group depends upon the technical superiority of its products and service and they are committed to enhancing this superiority by continuing programmes of research and development. It is group policy to take a prudent view of expenditure incurred on research and development programmes, all of which is written off in the period in which it is incurred, except to the extent that it is recoverable from grant funding. During the year ?482,000 (2002: 1.692,000) was expended on research and development programmes, net of income derived from the research.
Patents, trademarks and other intellectual property The group has made substantial investments throughout its history by developing its own intellectual property and, where possible, protecting it by patents. All these costs have been written off in the period in which the expenditure was incurred. The directors are of the opinion that the patents, trademarks and other intellectual property rights owned by the group have a considerable value which is not reflected in the accounts, and is not readily quantifiable.
Directors The current directors of the company, and those who held office during the period, are as follows:
AB Moore RU Ford P English HA Potts JP Mabbitt M Malitskie (appointed 6 January 2003)

Registered number 3621275 / 31 August 2003

Advanced Composhes Group Holdings Limited Directors' report and consolidated financial statemeMs ?31 August 2003

Directors' report (continued)

The interests of directors in the shares of the company are as follows:
31 August 2003 On appointment or at 31 August 2002 Ordinary Ordinary 'A' Ordinary `13' Ordinary Ordinary 'A' Ordinary `B' Sheet1 Mr RG Ford is a director of MTI Partners Limited (see note 17). Mr P English is a director of Foresight Technology VCT plc (see note 17).
Employees Employee participation and involvement in matters which affect their interests continues to be developed. Equal consideration is given to applications for employment from disabled people, having regard to their particular aptitudes and abilities.
Health, safety and the environment The group has a continuing commitment to health and safety issues. A positive stance is maintained towards environmental issues and the group is committed to compliance with all applicable laws and regulations.
Market value of land and buildings In the opinion of the directors, the market value of the land and buildings is not materially different to their net book value. Quality systems The group has Civil Aviation Authority certification and is approved by many major aerospace and defence companies. ISO 9001 : 2000 and A59100 (REV.A) certification has also been approved and the group operates an active Total Quality Management System.
Auditors A resolution for the re-appointment of KPMG LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

By order of the board
0?4-j
M Malitskie Secretary

Composites House
Heanor Gate Industrial Estate Heanor Derbyshire
2003-10-29 00:00:00 Registered number 3621275 / 31 August 2003 2 Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements ?31 August 2003

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and group and of the profit or loss for that year. In preparing those 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; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Registered number 3621275 / 31 August 2003 3

KPMG LLP St Nicholas House Park Row
NG1 6FQ
Independent auditors' report to the members of Advanced Composites Group Holdings Limited

We have audited the financial statements on pages 5 to 24. This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors The directors are responsible for preparing the directors' report and, as described on page 3, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the group is not disclosed.
Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company and the group as at 31 August 2003 and of the profit of the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

c-Ne hhe KPMG LLP 29 October 2003 Chartered Accountants Registered Auditor

Registered number 3621275 / 31 August 2003 4

Advanced Composites- Group Holdings Limited Directors' report and consolidated financial statements Sheet2
In both the current and preceding year, the group made no material acquisitions and had no discontinued operations.

Directors Report 14

Directors' report
The directors present their report and the audited financial statements for the year ended 31 August 2002. Principal activities The principal activities of the group comprise the manufacture and supply of impregnated composite materials, the manufacture of composite tooling and components, the development of prototype composite products and the supply of tooling block and ancillary materials. Business review Group sales have continued to improve and whilst trading conditions have been difficult, particularly in the USA following the events of 11 September, the group has achieved an acceptable level of profitability. The group continues to develop new product lines to enhance performance in existing markets and to facilitate entry to new markets. Results and dividend The profit and loss account for the year is attached. The directors propose a dividend for the year of ?690,000 (2001: fnil). Research and development The directors consider that the future of the group depends upon the technical superiority of its products and service and they are committed to enhancing this superiority by continuing programmes of research and development. It is group policy to take a prudent view of expenditure incurred on research and development programmes, all of which is written off in the period in which it is incurred, except to the extent that it is recoverable from grant funding. During the year ?692,000 (2001: ?825,000) was expended on research and development programmes, net of income derived from the research. Patents, trademarks and other intellectual property The group has made substantial investments throughout its history by developing its own intellectual property and, where possible, protecting it by patents. All these costs have been written off in the period in which the expenditure was incurred. The directors are of the opinion that the patents, trademarks and other intellectual property rights owned by the group have a considerable value which is not reflected in the accounts, and is not readily quantifiable. Directors The current directors of the company, and those who held office during the period, are as follows:
AB Moore R.G. Ford P English HT Tresidder J Weidner HA Potts JP Mabbitt

(Resigned 24 July 2002) (Resigned 17 January 2002)
Registered number 3621275 / 31 August 2002 1 Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2002-08-31 00:00:00

Directors' report (continued)

The interests of directors in the shares of the company are as follows:
31 August 2002 On appointment or at 31 August 2001 Ordinary Ordinary 'A' Ordinary '6' Ordinary Ordinary 'A' Ordinary 'B' Sheet1 Mr RG Ford is a director of MTI Partners Limited (see note 17). Mr P English is a director of Foresight Technology VCT plc (see note 17). Employees
Employee participation and involvement in matters which affect their interests continues to be developed. Equal consideration is given to applications for employment from disabled people, having regard to their particular aptitudes and abilities. Health, safety and the environment The group has a continuing commitment to health and safety issues. A positive stance is maintained towards environmental issues and the group is committed to compliance with all applicable laws and regulations. Market value of land and buildings In the opinion of the directors, the market value of the land and buildings is not materially different to their net book value. Quality systems The group has Civil Aviation Authority certification and is approved by many major aerospace and defence companies. ISO 9001 and A59100 (PREN 9100) certification has also been approved and the group operates an active Total Quality Management System. Auditors KPMG were re-appointed auditors at the Annual General Meeting. However, since that date their business has been transferred to a limited liability partnership, KPMG LLP. Accordingly KPMG resigned as auditors on 17 May 2002 and the directors thereupon appointed KPMG LLP to fill the vacancy arising. A resolution for the re-appointment of KPMG LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

By order of the board ABCItfrooreZ Composites House

Sinclair Close Heanor Gate Industrial Estate Heanor Secretary Derbyshire
2002-11-27 00:00:00

Registered number 3621275 / 31 August 2002 2 Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2002-08-31 00:00:00

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and group and of the profit or loss for that year. In preparing those 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;
?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the fmancial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Registered number 3621275 / 31 August 2002 3

St Nicholas House Park Row
NG1 6F0

Independent auditors' report to the members of Advanced Composites Group Holdings Limited
We have audited the fmancial statements on pages 5 to 24. Respective responsibilities of directors and auditors The directors are responsible for preparing the directors' report and, as described on page 3, the fmancial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the fmancial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the group is not disclosed. Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the fmancial statements, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the fmancial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the fmancial statements give a true and fair view of the state of affairs of the company and the group as at 31 August 2002 and of the profit of the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.
/C

2002-11-27 00:00:00 Chartered Accountants Registered Auditor

Registered number 3621275 / 31 August 2002 4

Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2002-08-31 00:00:00

Directors Report 15

Directors' report
The directors present their report and the audited fmancial statements for the year ended 31 August 2001. Principal activities The principal activities of the group comprise the manufacture and supply of impregnated composite materials, the manufacture of composite tooling and components, the development of prototype composite products and the supply of tooling block and ancillary materials. Business review
Subsequent to the acquisition of Advanced Composites Group Limited in March 1999, all businesses have shown continued improvements in sales and profitability in comparison with their previous performance, and have gained significant new customers. New product lines have been developed to enhance performance in existing markets and to facilitate entry to new markets. Results and dividend The profit and loss account for the year is attached. The directors do not recommend the payment of a dividend for the year (2000: bill). Research and development The directors consider that the future of the group depends upon the technical superiority of its products and service and they are committed to enhancing this superiority by continuing programmes of research and development. It is group policy to take a prudent view of expenditure incurred on research and development programmes, all of which is written off in the period in which it is incurred. During the year ?825,000 (2000:?735,000) was expended on research and development programmes, net of income derived from the research. Patents, trademarks and other intellectual property The group has made substantial investments throughout its history by developing its own intellectual property and, where possible, protecting it by patents. All these costs have been written off in the period in which the expenditure was incurred. The directors are of the opinion that the patents, trademarks and other intellectual property rights owned by the group have a considerable value which is not reflected in the accounts, and is not readily quantifiable. Directors
The current directors of the company, and those who held office during the period, are as follows:
AB Moore RG Ford P English HT Tresidder J DeVault J Weidner HA Potts JP Mabbitt

(Resigned 15 November 2000) (Appointed 31 January 2001) (Appointed 25 April 2001) (Appointed 25 April 2001) Registered number 03621275 / 31 August 2001 1 Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2001-08-31 00:00:00

Directors' report (continued)

The interests of directors in the shares of the company are as follows:
Sheet1 Mr RG Ford is a director of MTI Partners Limited (see note 16).
Mr P English is a director of Foresight Technology VCT plc (see note 16).
Employees Employee participation and involvement in matters which affect their interests continues to be developed. Equal consideration is given to applications for employment from disabled people, having regard to their particular aptitudes and abilities. Health, safety and the environment The group has a continuing commitment to health and safety issues. A positive stance is maintained towards environmental issues and the group is committed to compliance with all applicable laws and regulations. Market value of land and buildings In the opinion of the directors, the market value of the land and buildings is not materially different to their net book value.
Quality systems The group has Civil Aviation Authority certification and is approved by many major aerospace and defence companies.
ISO 9001 and A59 100 (PREN 9100) certification has also been approved and the group operates an active Total Quality Management System. Auditors In accordance with Section 385 of the Companies Act 1985, a resolution for the re-appointment of KPMG as auditors of the company is to be proposed at the forthcoming Annual General Meeting. By qrdpp the board

Composites House
Heanor Gate Industrial Estate Heanor Derbyshire HT TresC Secretary 2001-11-28 00:00:00

Registered number 03621275 / 31 August 2001 2

Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2001-08-31 00:00:00

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and group and of the profit or loss for that year. In preparing those 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; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the fmancial statements; ?prepare the fmancial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the fmancial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Registered number 03621275 / 31 August 2001 3 St Nicholas House Park Row
NG1 610

Independent auditors' report to the members of Advanced Composites Group Holdings Limited
We have audited the fmancial statements on pages 5 to 23. Respective responsibilities of directors and auditors The directors are responsible for preparing the directors' report and, as described on page 3, the fmancial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the fmancial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the fmancial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the group is not disclosed. Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the fmancial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the fmancial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company and the group as at 31 August 2001 and of the profit of the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

/<&2 2001-11-28 00:00:00 Chartered Accountants Registered Auditors

Registered number 03621275 /31 August 2001 4 Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2001-08-31 00:00:00

Directors Report 16

Directors' report
The directors present their report and the audited financial statements for the year ended 31 August 2000. Share capital On 7 October 1999 (see note 17) the remainder of the authorised share capital was issued, being 293,750 ordinary 10p shares and 706,250 convertible 'B' ordinary 10p shares (both at a premium of 40p per share), bringing the total number of shares in issue to: Sheet1 Principal activities The principal activities of the group comprise the manufacture and supply of impregnated composite materials, the manufacture of composite tooling and components, the development of prototype composite products and the supply of tooling block and ancillary materials.
Business review Subsequent to the acquisition of Advanced Composites Group Limited in March 1999, all businesses have shown continued improvements in sales and profitability in comparison with their previous performance, and have gained significant new customers.
Results and dividend The profit and loss account for the year is attached. The directors do not recommend the payment of a dividend for the year (1999: ?ni1).
Research and development The directors consider that the future of the group depends upon the technical superiority of its products and service and they are committed to enhancing this superiority by continuing programmes of research and development. It is group policy to take a prudent view of expenditure incurred on research and development programmes, all of which is written off in the period in which it is incurred. During the year ?409,000 (1999 for 5 months: ?294,000) was expended on research and development programmes, net of income derived from the research.
Patents, trademarks and other intellectual property The group has made substantial investments throughout s history by developing its own intellectual property and, where possible, protecting it by patents. All these costs have been written off in the period in which the expenditure was incurred. The directors are of the opinion that the patents, trademarks and other intellectual property rights owned by the group have a considerable value which is not reflected in the accounts, and is not readily quantifiable.

Registered number 03621275 / 31 August 2000 Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2000-08-31 00:00:00

Directors' report (continued)

Directors
The current directors of the company, and those who held office during the period, are as follows:
AB Moore KG Ford P English HT Tresidder J DeVault AJ Street RM Sloman

- resigned 16 November 2000 - resigned 2 May 2000 - resigned 29 February 2000 The interests of directors in the shares of the company are as follows:
31 August 2000 31 August 1999 Ordinary Ordinary 'A' Ordinary 'B' Ordinary Ordinary 'A' Ordinary 'IT Sheet2 Mr KG Ford is a director of MTI Partners Limited (see note 17).
Mr P English is a director of Foresight Technology VCT plc (see note 17). Mr AJ Street is a director of Derbyshire First Investments Limited (see note 17).
Employees Employee participation and involvement in matters which affect their interests continues to be developed. Equal consideration is given to applications for employment from disabled people, having regard to their particular aptitudes and abilities.
Health, safety and the environment The group has a continuing commitment to health and safety issues. A positive stance is maintained towards environmental issues and the group is committed to compliance with all applicable laws and regulations. Market value of land and buildings In the opinion of the directors, the market value of the land and buildings is not materially different to their net book value.
Quality systems The group has Civil Aviation Authority certification and is approved by many major aerospace and defence companies.
ISO 9002 certification has also been approved and the group operates an active Total Quality Management System.

Registered number 03621275 / 31 August 2000 2

Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2000-08-31 00:00:00

Directors' report (continued)

Auditors In accordance with Section 385 of the Companies Act 1985, a resolution for the re-appointment of KPMG as auditors of the company is to be proposed at the forthcoming Annual General Meeting. By order of the board

Composites House
Heanor Gate Industrial Estate Heanor Derbyshire
2000-12-20 00:00:00 HT Tresidder Secretary

Registered number 03621275 / 31 August 2000 3
Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2000-08-31 00:00:00

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and group and of the profit or loss for that year. In preparing those 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; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business, The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Registered number 03621275 / 31 August 2000 4 St Nicholas House Park Row
NG1 6F0

Report of the auditors to the members of Advanced Composites Group Holdings Limited
We have audited the financial statements on pages 6 to 25. Respective responsibilities of directors and auditors The directors are responsible for preparing the directors' report and, as described on page 4, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the group is not disclosed. Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company and the group as at 31 August 2000 and of the profit of the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

2000-12-20 00:00:00
Chartered Accountants Registered Auditors

Registered number 03621275 / 31 August 2000 5

Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 2000-08-31 00:00:00

Directors Report 17

Directors' report

The directors present their report and the audited financial statements from 25 August 1998 (the date of incorporation) to 31 August 1999.

Incorporation and change of name The company was incorporated on 25 August 1998 in the name of Pinco 1110 Limited. On 20 April 1999 a resolution was passed changing the company's name to Advanced Composites Group Holdings Limited.

Share capital By a special resolution, dated 31 March 1999, the company increased its authorised share capital to: Ordinary shares of 10p each 3,378,125 Ordinary 'A' shares of 10p each 2,471,875 Convertible 'B' ordinary shares of 10p each 5,650,000 On 1 April 1999 all the authorised share capital was issued with the exception of 293,750 ordinary shares and 706,250 convertible '13' ordinary shares. These shares were issued on 7 October 1999 (see note 16).

Investment On 1 April 1999, the company acquired the whole of the issued share capital of Advanced Composites Group Limited, a company incorporated in England. The cost of this investment and the assets acquired are shown in note 9 to the financial statements.

Principal activity The company was dormant prior to 1 April 1999 and then became a holding company following the acquisition of Advanced Composite Group Limited on that date. The principal activities of the Group comprise the manufacture and supply of impregnated composite materials, the manufacture of composite tooling and components, the development of prototype composite products and the supply of tooling block and ancillary materials.

Dividend The directors do not recommend the payment of a dividend for the period.

Business review
Subsequent to the acquisition of Advanced Composite Group Limited the UK businesses have shown continued improvements in sales and profitability in comparison with the prior year's performance, and have subsequently gained significant new customers. The USA business has responded positively to a restructuring which took place early in 1999, and has fulfilled the forecasts made at that time, and has also achieved a successful first quarter in the new financial year.

Registered number 03621275 / 31 August 1999 1

Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 1999-08-31 00:00:00

Directors' report (continued)

Research and development The directors consider that the future of the Group depends upon the technical superiority of its products and service and they are committed to enhancing this superiority by continuing programmes of research and development. It is Group policy to take a prudent view of expenditure incurred on research and development programmes, all of which is written off in the period in which it is incurred. During the period ?294,000 was expended on research and development programmes, net of income derived from the research.

Patents, trademarks and other intellectual property The Group has made substantial investments throughout its history by developing its own intellectual property and, where possible, protecting it by patents. All these costs have been written off in the period in which the expenditure was incurred. The directors are of the opinion that the patents, trademarks and other intellectual property rights owned by the Group have a considerable value which is not reflected in the accounts, and is not readily quantifiable.

Directors The current directors of the company and those who held office during the period, together with their interests in the shares of the company, are as follows:
At date of appointment and 31 August 1999 Ordinary Ordinary 'A' Ordinary 'B'
RM Sloman 658,000 1,582,000 AB Moore 89,492 215,161 RG Ford - - P English Al Street DeVault HT Tresidder
The directors were all appointed on 31 March 1999 with the exception of HT Tresidder who was appointed on 29 July 1999.
Mr RG Ford is a director of MTI Partners Limited (see note 16).
Mr P English is a director of Foresight Technology Limited (see note 16).
Mr AS Street is a director of Derbyshire First Investments Limited (see note 16).
The first director of the company was Pinsent Curtis Director Limited (resigned 31 March 1999).

Employees Employee participation and involvement in matters which affect their interests continues to be developed. Equal consideration is given to applications for employment from disabled people, having regard to their particular aptitudes and abilities.

Registered number 03621275 / 31 August 1999 2

Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 1999-08-31 00:00:00

Directors' report (continued)

Health, safety and the environment The Group has a continuing commitment to health and safety issues. A positive stance is maintained towards environmental issues and the Group is committed to compliance with all applicable laws and regulations.

Market value of land and buildings In the opinion of the directors, the market value of the land and buildings is not materially different to their net book value.

Quality systems The Group has Civil Aviation Authority certification and is approved by many major aerospace and defence companies.
ISO 9002 certification has also been approved and the Group operates an active Total Quality Management System.

Year 2000 The Group has adopted the following programme to ensure that the risks associated with the Year 2000 issue are minimised: ?A project manager has been appointed to co-ordinate all necessary measures. ?The Group maintains a complete inventory of all computer based systems, both hardware and software. ?The Group employs a recognised software product for the purpose of evaluating the year 2000 effects. ?All existing equipment using date and time functions has been checked for the effects of Year 2000 as recognised by the industry's major hardware and software manufacturers and all new additions to the Group's inventory are checked for compliance before being activated. ?The costs of maintaining this policy are written off as incurred. No significant costs have been incurred, or are expected to arise in the future.

Auditors KPMG were appointed as the company's auditors on 31 March 1999. In accordance with Section 385 of the Companies Act 1985, a resolution for the re-appointment of KPMG as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
By or he board

Composites House
Heanor Gate Industrial Estate Heanor Derbyshire
2000-05-19 00:00:00
HT Tresidder Secretary

Registered number 03621275 / 31 August 1999

3.0 1.0 Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 1999-08-31 00:00:00

Statement of directors' responsibilities

Company law requires the directors to prepare fmancial statements for each fmancial year which give a true and fair view of the state of affairs of the company and group and of the profit or loss for that period. In preparing those 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; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the fmancial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Registered number 03621275 /31 August 1999 4

I 5 Stuart Street Derby DEt 2E0

Report of the auditors to the members of Advanced Composites Group Holdings Limited
111 We have audited the financial statements on pages 6 to 26. Respective responsibilities of directors and auditors As described on page 4 the company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. Basis of opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company and the group as at 31 August 1999 and of the loss of the group for the period then ended and have been properly prepared in accordance with the Companies Act 1985. /( e- ICPMG 19 May 2000 Chartered Accountants Registered Auditors

Registered number 03621275 / 31 August 1999 5 Advanced Composites Group Holdings Limited Directors' report and consolidated financial statements 1999-08-31 00:00:00