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

The Group delivered a solid performance during the year. Overall turnover was £15.43m (2023: £15.30m), broadly consistent with the prior year, and profitability remained satisfactory in the context of ongoing cost pressures and wider market uncertainty.

The continuing operations — being the Group’s core packaging distribution and related activities — achieved modest growth, with revenues of £14.25m (2023: £13.63m) in the year. Revenues from these activities increased slightly, with margins supported by efficiency improvements and cost discipline. Demand in key customer sectors has stabilised following post-pandemic adjustments, and the business remains well positioned to respond to evolving requirements in the packaging market.

During the year the Group disposed of the trade and assets of a non-core subsidiary. This reduced reported consolidated results but allowed management to focus resources on the continuing operations, which remain the foundation for future growth.

The Group continued to generate strong operational cashflow, which has supported investment in product development, process improvements and infrastructure to strengthen long-term resilience. A planned share buyback was also completed in the year to simplify ownership; this reduced equity but was funded from distributable reserves and had no impact on the Group’s ability to operate or meet its financial obligations.

Looking ahead, the Group will continue to prioritise sustainable product development and a customer-centric approach. Excellence in customer service remains at the heart of our strategy and is regarded as one of the most important drivers of success in our industry.

The group made dividend payments in the year.

Core values

Our customer service is and always will be excellent and we see this as one of the most important aspects of running a business in our industry.

Honesty, integrity, helping others, respect, care, these values all come before commercial considerations. Adhering to core values make for an enduring organisation. Putting share-holder value before values will ultimately result in the demise of a company or organisation. Test Valley Packaging has a loyal customer base who value a relationship with people that they can trust.

We are committed to performance with integrity. Doing what is right for our stakeholders and our customers must be at the heart of every decision we make. In doing so, we demonstrate integrity in action, at every level, every day. We expect our employees to share our values, to act transparently and with integrity at all times.

Going concern

The directors have reviewed forecasts and financing facilities and have a reasonable expectation that the Group has adequate resources to continue for the foreseeable future. Accordingly, the financial statements are prepared on a going concern basis.

The Group faces a number of risks and uncertainties, including:

• Market and economic risk – Demand may be affected by general economic conditions and wider government policy, which remain uncertain.

• Regulatory risk – Increasing regulation in the packaging industry, including Extended Producer Responsibility (EPR) requirements, may increase compliance costs and impact operations.

• Supply chain and input costs – The Group is exposed to fluctuations in raw material and freight costs, which are managed through sourcing arrangements and cost control measures.

• Credit risk – The risk of customer default is managed through credit checks and monitoring procedures.

The group's key performance indicators are those that communicate the financial performance and strength of the group, these being turnover, gross margins, net profit, working capital management and cash generation.

On behalf of the board

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

The principal activity of the company and group continued to be that of the wholesale of packaging materials and manufacture of associated machinery.

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £472,226 (2023: £1,180,657). The directors do not recommend payment of a further dividend.

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

The auditors, Moore (South) LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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 auditor of the company 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 auditor of the company is aware of that information.

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

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 group and company, and of the profit or loss of the group 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;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Nadder Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the company statement of financial position, the consolidated statement of changes in equity, the company statement of changes in equity, the consolidated statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in 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 group's and the parent company's affairs as at 31 December 2024 and of the group's profit 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. 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 group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent 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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company and group.

Our approach was as follows:

• The engagement partner selected a team for the audit, led by persons who it was deemed had sufficient experience and who had the required competence.

• We obtained an understanding of the legal and regulatory requirements applicable to the company and the group and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council and UK taxation legislation.

• We obtained an understanding of how the company and the group is complying with these frameworks by making enquiries of those charged with governance. We enquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud might occur, and the inherent difficulty in detecting irregularities by holding discussions with management and those charged with responsibility for ensuring legal and regulatory compliance is adhered to and considered the internal controls in place mitigate identified risks. As a result, a fraud risk was identified relating to management override. The valuation and validity of related party balances and transactions has been incorporated into the testing of the management override risk.

• In addition to the possibility of management override of controls, areas considered of higher risk relating to the presentation of information in the financial statements included the recognition of revenue.

• We assessed the control environment, documenting the systems, controls and processes adopted and undertook an assessment of risk identified in designing our audit approach which incorporated a combination of controls testing, where appropriate, analytical review and substantive procedures involving tests of transactions and balances. Any irregularities noted were discussed with management and those charged with governance and we obtained additional corroborative evidence as required.

• Moore (South) LLP acts as auditor for the whole group with the same team auditing the parent and subsidiaries. The same approach had been adopted for all group components as appropriate to these entities. The engagement partner briefed staff of the group's significant risks, compliance with laws and regulations and detecting any irregularities including fraud at the audit planning stage. Any non-compliance that could give a rise to a material misstatement of the group financial statements has been requested to be reported in the group audit pack.

To address the risk of fraud through management override we:

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of bias.

• tested journal entries to identify any unusual transactions.

• reviewed transactions with related parties as well as any transactions with directors, in particular the management charges and transactions with group entities.

• undertook a review of our audit work and considered other information available to us to identify any omission from the group structure and related party information provided by management.

• reviewed the balances with the related parties against the terms and conditions of the loan and trading arrangements to ensure appropriate accounting treatment and disclosure in the financial statements.

• reviewed the disclosures within the financial statements to ascertain whether they meet the requirements of the accounting standards and relevant legislation.

• agreed a sample of purchase transactions to supporting documentation.

To address the risk revenue recognition we:

• reviewed the accounting policies adopted for consistency of application and compliance with acceptable practices.

• tested transactions and balances to assess the completeness of sales transactions;

• agreed a sample of group recharges to supporting information and calculations.

• agreed a sample of transactions to supporting documentation.

• tested cut off procedures including a review of transactions before and after the balance sheet date.

• completed key item testing and sought explanations for any unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £2,327,270 (2023 - £692,450 profit).

Nadder Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ascent 100, Stephenson Close, Andover, Hampshire, SP10 3RU.

The group consists of Nadder Holdings Limited and all of its subsidiaries.

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.

The consolidated group financial statements consist of the financial statements of the parent company Nadder Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.

Revenue 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.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life. The accounting estimate has been changed during the previous year for the expected life from 20 years to 10 years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Property, plant and equipment 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:

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 recognised in the income statement.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories 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.

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 group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 trade and other receivables and cash and bank balances, 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.

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 group after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the group 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 group.

The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.

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 non-current 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.

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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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 leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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.

In the application of the group’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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Estimates are made considering historical experience, post balance sheet receipts and relationships with customers. Provisions are made for specific balances based on communication with customer and age of the debt.

Inventory provisions have been made based on post year end sales, recoverable amounts based on expected sale prices and the aging of stock. No inventory lines are perishable.

A loan has been provided to the group interest free during the year relating to the purchase of an intangible asset. The loan has been discounted to its present value using an appropriate discount rate based on the companies weighted average cost of capital.

The weighted average cost of calculated has been determined based on the commercial interest rate charged on intercompany loans based on commercial bank lending rates.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The most significant estimate made in the accounts relates to the assessment of the useful economic life of goodwill which has been detailed on note 11. The directors have made assessment of the amortisation policy used by the group based on historic and forecast financial performance of key core Test Valley products and customers.

The directors have made an assessment of the amortisation policy used by the group based on the useful economic life of the purchased patent, the directors believe that the patents will continue to generate profits for the group in excess of 10 years however do not have sufficient evidence to justify a useful economic life in excess of 10 years and therefore have chosen to amortise the patent over a 10 year period inline with FRS 102.

When reviewing intangible assets for signs of impairment the directors have considered forecast financial performance of the patent products discounted at the groups weighted average cost of capital. The expected future cashflows are in excess of the carrying value of the intangible asset.

There is deemed to be only one material class of turnover across the group in relation to goods and services in connection with the wholesale of packaging materials.

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

Their aggregate remuneration comprised:

Of the charge to current tax in relation to discontinued operations, £0 relates to tax on profits and £0 arose on disposal.

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

On 31 May 2024 the group entered into a trade agreement to dispose of the trade to Cargowise Global Limited, a company of which M Steedman (a former director) a family relation of the directors, is a director.

The group net book value includes £822,405 (2023 - £836,130) in respect of assets held under hire purchase contracts or finance leases.

The company net book value includes £492,057 (2023 - £557,665) in respect of assets held under hire purchase contracts or finance leases.

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

All subsidiaries (except Protega Global DE GmbH) are incorporated in the UK and have a registered office as Ascent 100, Stephenson Cl, Andover SP10 3RU.

Protega Global DE GmbH is incorporated in Germany and has a registered address of Alte Ziegelei 5, 51588 Nümbrecht.

All subsidiary entities and joint venture holdings above have been included within these consolidated accounts for the years ended 31 December 2023 and 31 December 2024.

Cargowise Solutions Limited has been issued a parental guarantee and is exempt from an audit under s479A of Companies Act 2006.

The other loans relate to loans from directors and private individuals. Interest has been charged at 5% on directors loans and directors have confirmed these will not be requested to repaid within 12 months of the year end.

Loans from related parties and group undertakings have been charged at 2% above the bank of England base rate.

These are not secured against any assets of the company and the group.

The finance lease liabilities are secured against the assets to which they relate.

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

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The total charge to profit or loss in respect to defined contribution schemes amounted to £40,369 (2023: £38,625).

The £1.00 Ordinary A,B,C,D,E,F,G,H shares have the following rights attached, each share is entitled to one vote in any circumstances, is entitled to dividend payments or any other distribution and is entitled to participate in a distribution arising from a winding up of the company.

The £1.00 Ordinary P shares have the following rights attached, each share is entitled to a dividend payment or any other distribution at the option of the directors, each share shall not carry a right to attend and vote at meetings and shall be entitled to participate in a distribution arising from a winding up of the company.

The £0.01 Ordinary EE shares have the following rights attached, each share is entitled to a dividend payment at the option of the directors, each share shall not carry a right to attend and vote at meetings and shall not be entitled to participate in a distribution arising from a winding up of the company.

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

During the year to 31 December 2024, lease payments totalling £602,748 (2023 - £798,077) were recognised within administrative expenses.

Amounts contracted for but not provided in the financial statements:

The remuneration of key management personnel is as follows.

During the year, royalties of £23,988 (2023: £164,623) were paid from a subsidiary company to D and J Steedman, who are family members with the directors, for the exclusive licence to develop and manufacture the Protega machine. The subsidiary company also entered a purchase agreement to obtain the rights to the Protega patent agreement with D and J Steedman, who are family members with the directors, the consideration payable amounted to £2,190,000 excluding VAT. At the year end, there was £1,740,000 (2023: £24,611) owed to D and J Steedman.

During the year, subsidiary companies purchased photography services totalling £37,260 (2023: £3,960) from Darby Steedman a relation of the directors. There were no amounts outstanding at the balance sheet date.

During the year, a subsidiary company entered into a trade sale agreement to sell the trade of the company to Cargowise Global Limited for £334,195, a company of which M Steedman (a former director) a family relation of the directors, is a director.

During the year subsidiary companies also made sales of £346,353 (2023: £Nil) to Cargowise Global Limited. At the year end there was a balance of £57,881 (2023: £Nil) due from Cargowise Global Limited.

During the year, subsidiary companies made sales of £1,051 (2023: £756) to Accro Clearline Limited, of which R Steedman is a director. At the year end, £75 (2023: £150) was due from Accro Clearline Limited.

At the year end, a subsidiary company had an outstanding loan of £Nil (2023; £26,261) from K Reynolds, I Steedman's sister.

During the year, the parent company entered into a share buy back agreement with several of the directors, £3,191,076 was paid in respect of the buy back of the shares were purchased. At the year end £2,160,207 was owed to these former directors/ shareholders.

During the year, the parent company made payments of £454 (2023: £Nil) to P Steedman a relation to the directors for subcontract labour services rendered. There were no amounts outstanding at the balance sheet date.

During the year, the parent company made sales of £12,902 (2023: £Nil) to Cargowise Global Limited. At the year end there was a balance of £12,902 (2023: £Nil) due from Cargowise Global Limited.

At the year end, there were outstanding loans of £55,812 (2023: £61,998) due from related parties, no interest was charged on these loans during the year.

At the year end, there were outstanding loans of £177,066 (2023: £Nil) due to I and J Steedman, a relation of the directors.

Group exemptions

The group has taken advantage of the exemption under FRS 102 to not disclose transactions with relatedtrue parties which are 100% owned within a group.

Advances or credits have been granted by the group to its directors as follows:

Dividends totalling £95,570 (2023 - £698,106) were paid in the year in respect of shares held by the company's directors.