Company Registration No. 03153417 (England and Wales)
Cardel Limited
Annual report and financial statements
for the year ended 31 December 2024
Cardel Limited
Company information
Directors
Mr R Evans
Mr M Haldane
L Mendelsohn
(Appointed 31 May 2024)
Mr I Vincent
(Appointed 31 May 2024)
Mr D Russell
(Appointed 12 August 2024)
Secretary
Mr R Evans
Company number
03153417
Registered office
5 The Marquis Centre
Royston Road
Baldock
Hertfordshire
SG7 6XL
Independent auditor
Saffery LLP
Westpoint
Peterborough Business Park
Lynch Wood
Peterborough
PE2 6FZ
Cardel Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
Cardel Limited
Strategic report
For the year ended 31 December 2024
1

The directors present the ir strategic report of the Company for the year ended 31 December 2024.

Review of the business

On 31 May 2024 the majority of the share capital of the company’s immediate parent company was acquired by Sorb AB, a wholly owned subsidiary of Lifco AB, a company listed on the Swedish stock exchange. As part of this transaction the Company repaid in full the bank loans and shareholder loans ext a nt at that date and replaced these with funding from the new immediate parent undertaking.

Post acquisition, t he Company continued to trade profitably and to generate cash from operating activities. Sales of the company’s core lamination products increased from the prior year as the Company focused on improvements to quality and operational efficiency.

In addition, the Company continued to invest in new equipment to improve performance, quality and efficiency.

Principal risks and uncertainties

The Company is subject to various risks and uncertainties which are considered by the Directors on both individual and combined bases. The principal risks facing the Company are detailed below;

Customer Risk – the Company has a wide range of customers and is therefore not overly reliant on any one specific customer.

Financial Risks

Credit Risk – the Company negotiates specific payment terms with customers based on their credit worthiness and payment history.

Foreign Exchange Risk – the Company makes both sales and purchases in different currencies. A number of hedging strategies are applied to minimise this risk.

Operational Risks

Supply Chain Risk – the Company sources a large proportion of materials from overseas and has worked with suppliers to secure supply and minimise disruption from global events.

Manufacturing Risk – the Company continues to invest in new machinery & equipment, staff recruitment & training and production technology to both develop new products and to improve quality and speed of production of existing products.

Key performance indicators

The Directors monitor the performance of the Company using several key financial and indicators including

• Revenue

• Gross Profit

• Operating Profit

• Operating cash flows

• Working capital

• Capital expenditure

• Order intake and order book

For each of the above metrics (where a year on year comparison is appropriate) the Company has improved its performance for the current year versus the prior year.

Other performance indicators

In addition to the above financial metrics the Company additionally uses non-financial metrics to measure performance, including

• On time deliveries

• Employee numbers

• Health & Safety performance including accident rates

Cardel Limited
Strategic report (continued)
For the year ended 31 December 2024
2

On behalf of the board

Mr M Haldane
Director
26 March 2025
Cardel Limited
Directors' report
For the year ended 31 December 2024
3

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of manufacturer of specialist products used to make smart cards, printed circuit boards and other industrial laminated products.

Results and dividends

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

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

Directors

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

Mr R Evans
Mr M Haldane
L Mendelsohn
(Appointed 31 May 2024)
Mr I Vincent
(Appointed 31 May 2024)
Mr D Russell
(Appointed 12 August 2024)
Research and development

The business undertakes research and development with the aim of expanding the range of services offered to customers, including new security features, longer-lifespan lamination products, recycled PVC and Eco-friendly adhesives.

Post reporting date events

On 1 January 2025 the Cardel group suffered a fire at the premises of one of its’ subsidiary undertaking, VTT Verschleissteiltechnik GmbH, affecting that entity’s manufacturing and production capability. That business has subsequently secured alternative premises and returned to production.

Future developments

Although trading conditions in the current climate remain challenging, the directors continue to investigate opportunities to grow the business. The c company continues to work internally and with customers on research and development to bring new products and features to the market.

Auditor

Saffery LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

Cardel Limited
Directors' report (continued)
For the year ended 31 December 2024
4

- select suitable accounting policies and then apply them consistently;

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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.

Statement of disclosure to auditor

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

Going Concern

The directors have assessed the Cardel group’s ability to continue to trade on a Going Concern basis based on the current performance of the Cardel group as a whole and including events after the balance sheet date. This review considers the consolidated financial position across all Cardel group companies, as well as the trading operations of those same companies. The directors have prepared forecasts to December 2026 and performed stress testing for the wider Cardel group on a consolidated basis, taking into account the financing of the Cardel Group and events in the wider global economy. The directors note that the Cardel group generated positive earnings before interest, depreciation and amortisation and generated positive operating cash flows during both the year and the prior year.

The directors are satisfied that it remains appropriate to prepare Financial Statements on a Going Concern basis.

Matters covered in the Strategic report

Details of the company's financial risk management objectives and policies and its principal activity are not shown in the Director's report because they are instead shown in the Strategic report under S414C(11).

Medium-sized companies exemption

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

On behalf of the board
Mr M Haldane
Director
26 March 2025
Cardel Limited
Independent auditor's report
To the member of Cardel Limited
5
Opinion

We have audited the financial statements of Cardel Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Cardel Limited
Independent auditor's report (continued)
To the member of Cardel Limited
6

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, 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 remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 4, 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and updating our understanding of the sector in which the company operates.

Cardel Limited
Independent auditor's report (continued)
To the member of Cardel Limited
7

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company’s records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company’s policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

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

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

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Ross Lomas
Senior Statutory Auditor
For and on behalf of Saffery LLP
26 March 2025
Statutory Auditors
Westpoint
Peterborough Business Park
Lynch Wood
Peterborough
PE2 6FZ
Cardel Limited
Statement of comprehensive income
For the year ended 31 December 2024
8
2024
2023
Notes
£
£
Turnover
3
8,256,696
9,383,481
Cost of sales
(5,361,179)
(5,280,878)
Gross profit
2,895,517
4,102,603
Administrative expenses
(2,024,729)
(1,889,975)
Exceptional item
4
-
0
(862,618)
Operating profit
5
870,788
1,350,010
Interest receivable and similar income
9
685,471
949,662
Interest payable and similar expenses
10
(1,593,355)
(1,651,667)
(Loss)/profit before taxation
(37,096)
648,005
Tax on (loss)/profit
11
8,709
(32,590)
(Loss)/profit for the financial year
(28,387)
615,415

The income statement has been prepared on the basis that all operations are continuing operations.

Cardel Limited
Statement of financial position
As at 31 December 2024
9
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
372,214
295,071
Investments
14
350,853
350,853
723,067
645,924
Current assets
Stocks
16
1,696,325
2,176,169
Debtors
17
8,928,898
10,289,842
Cash at bank and in hand
733,673
1,627,626
11,358,896
14,093,637
Creditors: amounts falling due within one year
18
(702,952)
(796,638)
Net current assets
10,655,944
13,296,999
Total assets less current liabilities
11,379,011
13,942,923
Creditors: amounts falling due after more than one year
19
(10,588,392)
(13,115,208)
Provisions for liabilities
Deferred tax liability
21
49,997
58,706
(49,997)
(58,706)
Net assets
740,622
769,009
Capital and reserves
Called up share capital
23
1,002
1,002
Profit and loss reserves
739,620
768,007
Total equity
740,622
769,009
The financial statements were approved by the board of directors and authorised for issue on 26 March 2025 and are signed on its behalf by:
Mr R Evans
Mr M Haldane
Director
Director
Company Registration No. 03153417
Cardel Limited
Statement of changes in equity
For the year ended 31 December 2024
10
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
1,002
1,772,592
1,773,594
Year ended 31 December 2023:
Profit and total comprehensive income
-
615,415
615,415
Dividends
12
-
(1,620,000)
(1,620,000)
Balance at 31 December 2023
1,002
768,007
769,009
Year ended 31 December 2024:
Loss and total comprehensive income
-
(28,387)
(28,387)
Balance at 31 December 2024
1,002
739,620
740,622
Cardel Limited
Notes to the financial statements
For the year ended 31 December 2024
11
1
Accounting policies
Company information

Cardel Limited is a private company limited by shared incorporated in England and Wales under the Companies Act 2006. The address of the registered office is 5 Marquis Centre, Baldock, Hertfordshire, SG7 6XL and the nature of the Company's operations and its principal activity is manufacturer of specialist produced used to make smart cards, printed circuit boards and other industrial laminated products.

1.1
Accounting convention

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

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

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

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

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

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

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

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

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Cardel Limited is a wholly owned subsidiary of Cardel Group Limited and the results of Cardel Limited are included in the consolidated financial statements of Lifco AB which are available from www.lifco.se/investors.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true Further details of the director's assessment are disclosed in the Director's report.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
12
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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

1.4
Tangible fixed assets

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

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

Leasehold land and buildings
15 years straight-line
Plant and equipment
5 years straight-line
Fixtures and fittings
15% on reducing balance
Computers
3 years straight-line

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

1.5
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to net realisable value.

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

1.7
Cash and cash equivalents

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

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
13
1.8
Financial instruments

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

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

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
14
1.9
Equity instruments

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

1.10
Taxation

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

Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

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

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

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

1.12
Retirement benefits

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

1.13
Leases

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

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
15
1.14
Foreign exchange

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

1.15

Research and development

In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
642,465
845,481
Rest of Europe
1,465,342
1,443,000
Rest of the world
6,148,889
7,095,000
8,256,696
9,383,481

All turnover relates to the same class of activity.

4
Exceptional item
2024
2023
£
£
Expenditure
Exceptional items
-
862,618

In the prior year, exceptional costs that were incurred relate to corporate finance advice and commercial and financial due diligence costs for the potential sale of the group.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
16
5
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
112,200
267,183
Research and development costs
230,885
202,781
Depreciation of owned tangible fixed assets
85,636
100,546
(Profit)/loss on disposal of tangible fixed assets
-
24,771
Operating lease charges
89,516
89,438
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
24,000
22,000
7
Employees

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

2024
2023
Number
Number
Administration
15
15
Production
22
18
Total
37
33

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
1,522,477
1,252,085
Social security costs
163,907
138,154
Pension costs
34,507
28,226
1,720,891
1,418,465
Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
17
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
392,259
326,516
Company pension contributions to defined contribution schemes
12,963
3,963
405,222
330,479

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
137,421
124,658
Company pension contributions to defined contribution schemes
7,321
1,321
9
Interest receivable and similar income
2024
2023
£
£
Interest receivable from group companies
685,471
949,662
10
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
630,297
1,518,335
Interest payable to group undertakings
138,256
-
0
Amortisation of issue costs
528,342
133,332
Exchange differences on financing transactions
296,460
-
0
1,593,355
1,651,667
11
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
-
0
12,773
Deferred tax
Origination and reversal of timing differences
(8,709)
19,817
Total tax (credit)/charge
(8,709)
32,590
Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
11
Taxation (continued)
18

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

2024
2023
£
£
(Loss)/profit before taxation
(37,096)
648,005
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(9,274)
152,414
Tax effect of expenses that are not deductible in determining taxable profit
-
0
203,237
Tax effect of utilisation of tax losses not previously recognised
565
(1,343)
Group relief
-
0
(322,890)
Tax relief on share options
-
0
1,172
Taxation (credit)/charge for the year
(8,709)
32,590
12
Dividends
2024
2023
£
£
Final paid
-
0
1,620,000
13
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2024
231,166
926,090
50,144
337,915
1,545,315
Additions
8,534
100,765
6,873
46,607
162,779
At 31 December 2024
239,700
1,026,855
57,017
384,522
1,708,094
Depreciation and impairment
At 1 January 2024
146,413
759,384
37,003
307,444
1,250,244
Depreciation charged in the year
8,975
51,336
3,123
22,202
85,636
At 31 December 2024
155,388
810,720
40,126
329,646
1,335,880
Carrying amount
At 31 December 2024
84,312
216,135
16,891
54,876
372,214
At 31 December 2023
84,753
166,706
13,141
30,471
295,071
Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
19
14
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
15
350,853
350,853
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Platin GmbH
Germany
Ordinary
100
-
VTT Verschleissteiltechnik GmbH
Germany
Ordinary
0
100

In the prior year, VTT South Asia Sdn Bhd was placed in members voluntary liquidation and the company was dissolved during the year. The investment value was £Nil and consequently there was no impairment of investment in subsidiary companies.

16
Stocks
2024
2023
£
£
Raw materials and consumables
1,507,703
1,863,169
Work in progress
93,617
113,000
Finished goods and goods for resale
95,005
200,000
1,696,325
2,176,169

The difference between the purchase price or production cost of stocks and their replacement cost is not material.

The carrying value of stocks are stated net of impairment losses totalling £246,558 (2023: £14,619).

17
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,730,306
1,882,071
Prepayments and other debtors
74,673
77,743
1,804,979
1,959,814
Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
17
Debtors (continued)
20
2024
2023
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
7,123,919
8,330,028
Total debtors
8,928,898
10,289,842

There was an impairment credit of nil (2023 - £15,978 impairment charge) recognised in the Statement of comprehensive income for the year in respect of bad and doubtful trade debtors.

Amounts owed by group undertakings are unsecured and not due for repayment before 31 March 2027. Interest is charged on outstanding balances at a rate of 1.75% above the Bank of England base rate.

18
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
468,160
586,279
Amounts owed to group undertakings
-
0
8,173
Corporation tax
-
0
12,773
Other taxation and social security
41,991
43,723
Accruals and deferred income
192,801
145,690
702,952
796,638
19
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
20
-
0
13,115,208
Amounts owed to group undertakings
10,588,392
-
0
10,588,392
13,115,208

Amounts owed to group undertakings are unsecured and are not due for repayment before June 2026. No interest is charged on the outstanding balances.

Please see note 20 regarding the prior year loan balance.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
21
20
Loans and overdrafts
2024
2023
£
£
Bank loans
-
13,115,208
Payable after one year
-
0
13,115,208

On 31 May 2024 the majority of the share capital of the company’s immediate parent company was acquired by Sorb AB, a wholly owned subsidiary of Lifco AB, a company listed on the Swedish stock exchange. As part of this transaction the Company repaid in full the bank loans and shareholder loans ext a nt at that date and replaced these with funding from the new immediate parent undertaking.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Balances:
£
£
£
£
Accelerated capital allowances
79,185
60,132
-
-
Tax losses
-
-
27,699
-
Other short term timing differences
(1,489)
(1,426)
-
-
77,696
58,706
27,699
-
2024
Movements in the year:
£
Liability at 1 January 2024
58,706
Credit to profit or loss
(8,709)
Liability at 31 December 2024
49,997

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
22
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
34,507
28,226

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

23
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Oridnary shares of £1 each
1,002
1,002
1,002
1,002
24
Operating lease commitments
Lessee

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

2024
2023
£
£
Within one year
87,000
87,000
Between two and five years
348,000
29,000
In over five years
29,000
-
0
464,000
116,000
25
Related party transactions

The company has taken an exemption not to disclose transactions with other wholly owed members of the group headed by Cardel Group Limited. Related outstanding balances at the year end are shown separately in notes 17 and 19 of these financial statements.

At the year end, the company owed a balance of £923,166 to Lifco AB, the ultimate parent company.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
23
26
Ultimate controlling party

The immediate parent undertaking is Cardel Group Limited.

Ultimate Parent Company

The ultimate parent company is Carl Bennet AB, a company incorporated in Sweden (Reg: 556379-0715), whose registered address is Box 7171, SE-402 33 Göteborg, Sverige, Sweden.

The largest group of which the company is a member and for which consolidated group financial statements are prepared is Carl Bennet AB, a company incorporated in Sweden and whose registered address is Box 7171, SE-402 33 Göteborg, Sverige, Sweden.

The smallest group of which the company is a member and for which consolidated group financial statements are prepared is Lifco AB (publ), a company incorporated in Sweden and whose registered address is Verkmästaregatan 1, 745 85, Enköping, Sweden. Copies of the financial statements of Lifco AB (publ) are available at www.lifco.se/investors .

Ultimate controlling party

The ultimate controlling party is Carl Bennet by virtue of his shareholding in Carl Bennet AB.

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