REGISTERED NUMBER: 05956820 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31st January 2025

for

THE MELIORA GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Profit and Loss Account

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

20

DIRECTORS:

Mr I M Conetta

Mr P Ridgewell

Mr S H Grist

Mr S McLellan

REGISTERED OFFICE:

Seaplane House

Sir Thomas Longley Road

Medway City Estate

Rochester

Kent

ME2 4DP

REGISTERED NUMBER:

05956820 (England and Wales)

SENIOR STATUTORY AUDITOR:

Russell Tillbrook FCCA

AUDITORS:

Barrons Limited

Chartered Accountants

& Statutory Auditors

Monometer House

Rectory Grove

Leigh on Sea

Essex

SS9 2HN

INTRODUCTION

The directors have pleasure in presenting their strategic report for the year ended 31 January 2025. The directors aim to present a balanced and comprehensive review of the development and performance of the company's business during the year and its position at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties that the company faces.

REVIEW OF BUSINESS

This financial year has been severely disrupted operationally as the Group accommodated the transfer of all of the business operations of Collector Set Printers Limited, formerly housed in Aylesford. into the Group headquarters located at Seaplane House, Rochester.

This relocation was a significant undertaking, involving extensive factory reorganisations, leading to disruption as a consequence to the trading operations and the capacity of the Group to fulfil opportunities across a timeline of 6 months or so. Significant one off costs were incurred at Seaplane House to prepare for the arrival of Collector Set Printers into the Head Office, as well as making changes to efficiency and planning of future group operations for the foreseeable future. In addition, there were extensive negotiations ongoing with the landlord at Aylesford, where a satisfactory negotiation was concluded around Collector Set Printers contribution to the matter of dilapidations.

Resultant from the disruption, the directors have concluded that the current year trading results of the Group have been materially impacted by the relocation and factory reorganisation, and are confident that moving forwards the relocation and reorganisations that were undertaken in the year, and which are ongoing in terms of the drive for enhanced economies of scale resultant from all management being in one building, augurs well for the future with a materially reduced group overhead having been delivered.

Notwithstanding the above, the directors are disappointed to have to report a turnover decline in this financial year (9.6%), although it must be referenced that, with both factories being under capacity for the most part of the first 6 months of the year up until the return to "operating as usual" from August 2024, there were many occasions where work was not quoted for as capacity issues prevented.

The directors recognise also that market and economic conditions proved to be very challenging across the financial year, which the Board continue to seek to overcome through continued investment in CRM systems, direct sales and marketing management. The Board are confident that their ongoing attempts to engage wider market penetration in various identified sectors will bear fruit in the coming years as the company's historic representation in the media sector reduces through market demand for what historically acted as a core market sector in which the Group held a strong market presence.

The Group reports a decline in the level of gross profit by £636,815 and slight reduction of margins reported (to 40.0% from 40.4%), again resultant from the impact of the relocation and reorganisation, but the directors do recognise that underlying margins also reflect the impact of reduced turnover levels against fixed direct costs and increasing costs in the market.

The Board are also pleased to report that there has been a reduction in the level of dilapidations reserves required following further work with regards to investigating the nature of such provisions with its professional advisers. This has resulted in a release of provision of £195,000 this financial year.

The decline in turnover levels and gross profit margins reported has led the company to report a loss of £632,684 before tax (4.6%) as compared to the profit reported last year of £231,303 (1.5%).

It should be noted that within that reported loss is:

1. The Board have identified the costs of relocation as being £400,000, being agreed between the relevant (different) Boards of directors as a sum to be treated as a reasonable contribution from Collector Set Printers to offset the costs of Delga Press Limited where the main part of the management and operational disruption arose in terms of performance.

2. the huge impact of a second year of the utility price increases resultant from the Ukraine war - from November 2024 the Group secured material reductions in the contracted rates moving forward, saving hundred's of thousands of pounds which are anticipated to reduce utility costs by as much as 40-45%.

3. A positive revaluation of £192,075 in respect of plant and machinery operated by the company reversing an overzealous depreciation policy following director reviews and external assessments.

The directors believe that the economies of scale generated by operating from one site will assist in the improvement of margins in the next financial year, notably as management and staffing costs have been trimmed from February 2025 through a full strategic, operational and economic review process undertaking following the amalgamation of the group into one premises.

Taking into account all of the dynamics encountered through the financial year, the Board are satisfied that the Group ends the financial year positioned more efficiently and with a materially lower cost base to work with in the coming years.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors recognise that risk is inherent in any business and seek to manage risk in a controlled manner.

The key business risks are set out as follows:

Economic - the company is subject to many of the same general economic risks faced by other businesses especially during periods of economic downturn. The company seeks to mitigate this risk by having a diverse geographical and sector mix of customers.

Commercial - the company operates in a competitive marketplace and faces competition from other manufacturers. The company seeks to mitigate this risk by continually developing and expanding their product range, and offering an extensive range of high quality products.

Financing - the company's funding requirements are met through a combination of medium term loans and short term invoice discounting facilities.

Financial - the company has a specific exposure to credit risk, liquidity risk, and interest rate fluctuations. The company has established a number of policies and management tools to mitigate the risks presented.

FINANCIAL KEY PERFORMANCE INDICATORS

The key performance indicators are as follows:

2025

2024

£'000

£'000

Turnover

13,728

15,178

Gross profit

5,494

6,131

Operating profit

(683)

193

Pre-tax profit

(633)

231

The directors monitor a range of KPIs on a regular basis including operating efficiency, asset utilisation, liquidity and asset ratios, as well as cash flow forecasting systems.

ON BEHALF OF THE BOARD:

Mr I M Conetta - Director

31st October 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st January 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the company acted as a holding company to its wholly owned subsidiaries, Delga Press Limited, Collector Set Printers Limited and Delga Labels Limited, all engaged in the printing industry, and Martin Paper Sales Limited engaged in paper supply.

There are two further subsidiaries, Scarbutts Printers Limited, Boxable Limited (formerly Six Sides Packaging Limited) that were both dormant in the financial year.

DIVIDENDS

No dividends will be distributed for the year ended 31st January 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st February 2024 to the date of this report.

Mr I M Conetta

Mr P Ridgewell

Mr S H Grist

Mr S McLellan

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Barrons Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr I M Conetta - Director

31st October 2025

Opinion

We have audited the financial statements of The Meliora Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st January 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 of the parent company affairs as at 31st January 2025 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

- Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include health and safety legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Russell Tillbrook FCCA (Senior Statutory Auditor)

for and on behalf of Barrons Limited

Chartered Accountants

& Statutory Auditors

Monometer House

Rectory Grove

Leigh on Sea

Essex

SS9 2HN

31st October 2025

TURNOVER

3

13,728,087

15,177,839

Cost of sales

8,233,750

9,046,687

GROSS PROFIT

5,494,337

6,131,152

Distribution costs

1,066,523

1,215,974

Administrative expenses

5,110,426

4,721,827

6,176,949

5,937,801

OPERATING (LOSS)/PROFIT

5

(682,612

)

193,351

Dilapidation costs

6

195,000

135,881

(487,612

)

329,232

Interest receivable and similar income

1,609

1,483

(486,003

)

330,715

Interest payable and similar expenses

7

146,681

99,412

(LOSS)/PROFIT BEFORE TAXATION

(632,684

)

231,303

Tax on (loss)/profit

8

(105,241

)

59,290

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(527,443

)

172,013

(Loss)/profit attributable to:

Owners of the parent

(527,443

)

172,013

(LOSS)/PROFIT FOR THE YEAR

(527,443

)

172,013

OTHER COMPREHENSIVE INCOME

revaluation of fixed assets

192,075

-

Income tax relating to other comprehensive income

(48,019

)

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

144,056

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(383,387

)

172,013

Total comprehensive income attributable to:

Owners of the parent

(383,387

)

172,013

FIXED ASSETS

Intangible assets

11

3,751

4,751

Tangible assets

12

2,021,271

1,817,002

Investments

13

-

-

2,025,022

1,821,753

CURRENT ASSETS

Stocks

14

523,874

663,662

Debtors

15

3,249,869

4,041,465

Cash at bank and in hand

37,119

50,794

3,810,862

4,755,921

CREDITORS

Amounts falling due within one year

16

4,268,142

3,737,261

NET CURRENT (LIABILITIES)/ASSETS

(457,280

)

1,018,660

TOTAL ASSETS LESS CURRENT LIABILITIES

1,567,742

2,840,413

CREDITORS

Amounts falling due after more than one year

17

(667,262

)

(1,022,705

)

PROVISIONS FOR LIABILITIES

21

(625,945

)

(1,159,786

)

NET ASSETS

274,535

657,922

CAPITAL AND RESERVES

Called up share capital

22

5,700

5,700

Share premium

23

26,160

26,160

Revaluation reserve

23

144,056

-

Capital redemption reserve

23

75,000

75,000

Retained earnings

23

23,619

551,062

SHAREHOLDERS' FUNDS

274,535

657,922

The financial statements were approved by the Board of Directors and authorised for issue on 31st October 2025 and were signed on its behalf by:

Mr I M Conetta - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

5,399,806

5,399,806

5,399,806

5,399,806

CURRENT ASSETS

Debtors

15

4,423

732,351

Cash at bank

121

502

4,544

732,853

CREDITORS

Amounts falling due within one year

16

5,095,439

5,074,185

NET CURRENT LIABILITIES

(5,090,895

)

(4,341,332

)

TOTAL ASSETS LESS CURRENT LIABILITIES

308,911

1,058,474

CREDITORS

Amounts falling due after more than one year

17

150,000

450,000

NET ASSETS

158,911

608,474

CAPITAL AND RESERVES

Called up share capital

22

5,700

5,700

Share premium

23

26,160

26,160

Capital redemption reserve

23

75,000

75,000

Retained earnings

23

52,051

501,614

SHAREHOLDERS' FUNDS

158,911

608,474

Company's loss for the financial year

(449,563

)

(48,022

)

The financial statements were approved by the Board of Directors and authorised for issue on 31st October 2025 and were signed on its behalf by:

Mr I M Conetta - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1st February 2023

5,700

379,049

26,160

Changes in equity

Total comprehensive income

-

172,013

-

Balance at 31st January 2024

5,700

551,062

26,160

Changes in equity

Total comprehensive income

-

(527,443

)

-

Balance at 31st January 2025

5,700

23,619

26,160

Capital

Revaluation

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1st February 2023

-

75,000

485,909

Changes in equity

Total comprehensive income

-

-

172,013

Balance at 31st January 2024

-

75,000

657,922

Changes in equity

Total comprehensive income

144,056

-

(383,387

)

Balance at 31st January 2025

144,056

75,000

274,535

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1st February 2023

5,700

549,636

26,160

75,000

656,496

Changes in equity

Total comprehensive income

-

(48,022

)

-

-

(48,022

)

Balance at 31st January 2024

5,700

501,614

26,160

75,000

608,474

Changes in equity

Total comprehensive income

-

(449,563

)

-

-

(449,563

)

Balance at 31st January 2025

5,700

52,051

26,160

75,000

158,911

Cash flows from operating activities

Cash generated from operations

1

51,671

281,111

Interest paid

(89,162

)

(53,044

)

Interest element of hire purchase payments paid

(57,519

)

(46,368

)

Net cash from operating activities

(95,010

)

181,699

Cash flows from investing activities

Purchase of tangible fixed assets

(326,958

)

(156,141

)

Sale of tangible fixed assets

129,597

-

Sale of fixed asset investments

-

(1

)

Interest received

1,609

1,483

Net cash from investing activities

(195,752

)

(154,659

)

Cash flows from financing activities

Loan repayments in year

(300,000

)

(305,630

)

Capital repayments in year

(275,544

)

(251,255

)

Amount withdrawn by directors

-

(309,173

)

Movement in discounting facility

852,631

281,032

Net cash from financing activities

277,087

(585,026

)

Decrease in cash and cash equivalents

(13,675

)

(557,986

)

Cash and cash equivalents at beginning of year

2

50,794

608,780

Cash and cash equivalents at end of year

2

37,119

50,794

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

(Loss)/profit before taxation

(632,684

)

231,303

Depreciation charges

364,656

352,177

(Profit)/loss on disposal of fixed assets

(18,098

)

35,347

Movement in provisions

(476,619

)

(135,881

)

Finance costs

146,681

99,412

Finance income

(1,609

)

(1,483

)

(617,673

)

580,875

Decrease in stocks

139,788

12,577

Decrease/(increase) in trade and other debtors

791,596

(651,432

)

(Decrease)/increase in trade and other creditors

(262,040

)

339,091

Cash generated from operations

51,671

281,111

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st January 2025

31.1.25

1.2.24

£

£

Cash and cash equivalents

37,119

50,794

Year ended 31st January 2024

31.1.24

1.2.23

£

£

Cash and cash equivalents

50,794

608,780

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.2.24

Cash flow

At 31.1.25

£

£

£

Net cash

Cash at bank and in hand

50,794

(13,675

)

37,119

50,794

(13,675

)

37,119

Debt

Finance leases

(846,396

)

115,153

(731,243

)

Debts falling due within 1 year

(768,671

)

(852,631

)

(1,621,302

)

Debts falling due after 1 year

(450,000

)

300,000

(150,000

)

(2,065,067

)

(437,478

)

(2,502,545

)

Total

(2,014,273

)

(451,153

)

(2,465,426

)