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

As disclosed in note 15, on 31 May 2024 the majority of the share capital of the 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 Cardel group repaid in full the bank loans and shareholder loans extant at that date and replaced these with funding from the new immediate parent undertaking.

Post acquisition, the Cardel group continued to trade profitably and generate operating cash flows on a consolidated basis during the year. The Company incurred costs during the year in relation to its activities as a holding company for the group.

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

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

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

Financial Risks

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

Foreign Exchange Risk – the Cardel group 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 Cardel group 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 Cardel group 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.

The Directors monitor the performance of the Cardel group using a number of 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

In addition to the above financial metrics the Cardel group additionally uses non-financial metrics to measure performance, including:

•    On time deliveries

•    Employee numbers

•    Health & Safety performance including accident rates

On behalf of the board

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

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

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

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

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.

Although trading conditions in the current climate remain challenging, the directors continue to investigate opportunities to grow the Cardel group and extend the range of services offered to customers, including new security features, longer-lifespan lamination products, recycled PVC and Eco-friendly adhesives.

The Cardel group continues to work internally and with customers on research and development to bring new products and features to the market.

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.

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:

• 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.

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.

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.

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).

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

We have audited the financial statements of Cardel Group 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

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

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

• adequate accounting records have not been kept, 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.

As explained more fully in the Directors’ Responsibilities Statement set out on page 3, 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.

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 by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

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

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

Cardel Group is a private company limited by shares in England and Wales. The registered office is 5 Marquis Centre, Royston Road, Baldock, Hertfordshire, SG7 6XL and the nature of the Company's operations and its principal activity is to act as a holding company for the Cardel sub-group of companies (“Cardel group”), which includes the Company and its direct and indirect subsidiaries as listed in note 11.

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

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

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

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. The company has therefore taken advantage of exemptions 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 401 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.

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.

Interests in subsidiaries, associates and jointly controlled entities 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.

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

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

Financial 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, 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 payments 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. Amounts 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.

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

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.

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.

Audit fees are paid for by the company's immediate subsidiary undertaking, Cardel Limited.

The average monthly number of persons (including directors) employed by the company during the year was nil (2023: nil)

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

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

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

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

Please refer to note 15 regarding the prior year balance.

The balance owed to group undertakings is unsecured and is not due for repayment before 31 March 2026. Interest is incurred at 2% above SONIA and EURIBOR rates.

On 31 May 2024 the majority of the share capital of the 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 extant at that date and replaced these with funding from the new immediate parent undertaking.

On 31 May 2024 the majority of the share capital of the company was acquired by Sorb AB. Upon acquisition the share capital of the Company was reorganised.

The ordinary A1 and A2 shares were re-designated to A ordinary shares maintaining the same voting rights. Additionally, some class B shares were subdivided and re-designated to form class C and E shares.

All shares in issue have equal rights, except for class E shares, which have no voting or economic rights.

The company has taken an exemption not to disclose transactions and balances with other wholly owed subsidiary undertaking of the group it heads. Related outstanding balances at the year end are shown separately in notes 12 and 14 of these financial statements.

Pre-acquisition LDC (Managers) Limited was the manager of partnerships LDC VI, LDC Parallel and LDC Equity LLP that owned the A1 share capital in the Company. During the year the Company incurred monitoring fees of £47,455 (2023: £109,000) payable to LDC (Managers) Limited. All outstanding intercompany loans were repaid as part of the acquisition.

Following the acquisition of the share capital by Sorb AB, a subsidiary of Lifco AB, has charged interest of £1,410,832 on the intercompany loans held at the balance sheet date which totalled £34,579,809.

The immediate parent undertaking of the company is Sorb Industri AB, a company registered in Sweden, whose registered office is Verkmästaregatan 1, 745 85, Enköping, Sweden.

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.