The directors present the strategic report for the year ended 31 March 2025.

The Group generated a turnover of £64,928k during the year ended 31st March 2025, an increase of 12.7% on the previous year (2024 - £57,629k), a very strong performance in the current market, driven by volume growth rather than selling price increases.

Our gross profit for the financial year increased to £28,943k, 44.6% of turnover (2024 £23,768k, 41.2% of turnover). The increase is as a result of the reduction in material costs on the cessation of temporary cost surcharges.

The loss before tax for the year amounted to £4,607k (2024 - loss £6,441k). The loss for the year is attributable to amortisation of goodwill of £5,652k within administrative expenses and interest repayments accruing on financing of £9,154k. The net increase in cash and cash equivalents for the year amounted to £1,561k (2024 – increase £256k).

EBITDA for the year amounted to £11,565k (2024 - £8,911k).

Net liabilities as at 31 March 2025 is £46,545k (2024 - liabilities £40,638k). On 4th February 2025 the group was acquired by UPM Raflatac Oy a subsidiary of UPM-Kymmene Oyj. This resulted in a restructure of the debt. The external debt of £44,000k was repaid and replaced with intercompany debt. The net liabilities are therefore entirely due to shareholder debt of £83,144k. The parent company has provided a letter of group support for the debt.

UPM Raflatac provides high-performance, innovative self-adhesive products, including label materials, graphics solutions, and specialty tapes, as well as reliable services close to customers. The division is one of UPM’s fastest-growing global businesses employing around 3,200 professionals. In 2024, sales reached nearly €1.6 billion (£1.35 billion).

As part of UPM Raflatac, Metamark Group Limited will complement the divisions’ existing Graphic’s businesses, strengthen overall competitiveness, drive growth and bring major synergies.

Going concern
The Directors have considered and debated a range of substantial possible scenarios on the Group’s operations, financial position and forecasts covering a period of at least the next 12 months to October 2026. The Group continues to be cash generative and taking into account reasonable possible changes in trading performance along with other mitigating factors available to them, the Directors have a reasonable expectation that the Group will continue to be so under the scenarios explored. Whilst the balance sheet is in a net liabilities position, this is entirely due to shareholder debt. UPM-Kymmene Oyj have provided a letter of group support.

After making enquiries, and on the basis outlined in note 1 to the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Principal risks and uncertainties

Geopolitical and economic uncertainty

Russia’s war in Ukraine, the conflict in Isreal, Gaza and Iran, the continuing high interest rate environment, energy price volatility in Europe, rivalry between the US and China, policies of the new US presidential administration, as well as political uncertainties in several countries continue to cause uncertainty in trade policies, economic growth and the rule of law, and challenge competitiveness and predictability for companies with international value chains and operations in several countries. The testing relationships between businesses, governments and society and the growing international focus on military conflicts, hybrid activities and a protectionist approach to trade may stress the economic and political environment and cause local challenges to our operations or influence demand, sales prices or input costs for our products.

The business has strong relationships with all its key stakeholders and works with them very closely, monitoring the geopolitical situation, to ensure the business can respond to any changes in the landscape.

Input price fluctuations on the main raw materials and services

The main production inputs required in the manufacturing of our products are paper (wood), film (oil), adhesive (oil), energy and water. The prices for many of these inputs have been volatile in recent years and are expected to remain volatile for the foreseeable future. Ongoing military conflicts, governmental protection, geoeconomic rivalry, climate change, supply chain disruptions, environmental policies and other governmental actions or restrictions, could continue to cause further uncertainty around the prices and availability of these inputs as well as logistics services.

The business continually monitors margin and works closely with key suppliers on pricing of products purchased, so a considered and appropriate response to any inflationary price rises can be determined. Sales volumes are also monitored daily, to review the impact of the current economic climate on demand and take steps to mitigate the impact of this if necessary.

Financial risk management objectives and policies

The Group holds or issues financial instruments in order to achieve three main objectives, being:

(a) to finance its operations;

(b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and

(c) for trading purposes.

In addition, the Group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from the Group's operations.

Transactions in financial instruments result in the company assuming or transferring to another party one or more of the financial risks described below.

Interest rate risk

The Group is exposed to fair value interest rate risk on its borrowings and cash flow interest rate risk on the internal intercompany loans. The Group has entered into agreements with the parent lending company so as to minimise its exposure to changes in interest rates.

Credit risk

Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the parent company board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts whenever considered necessary.

Liquidity risk

The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business.

Currency risk

The Group's principal foreign currency exposures arise from trading with overseas companies. The Group monitors its exposure to risk through day to day management, weekly operational meetings and monthly board and management meetings.

The Directors consider that the key financial performance indicators are those that communicate the financial controls and strength of the Group as a whole, these being turnover, gross margin, and earnings before interest, tax, depreciation, and amortisation (EBITDA).

We continue to implement value enhancing projects which are designed to keep sales growing at the recent year on year levels continue to enhance our gross margin and allow us to maximise the return on investments we have made over the past few years in terms of manufacturing assets.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company is that of a holding company. The principle activity of the group continued to be that of manufacturers and distributors of sign making materials.

The results for the year are set out on page 11.

The loss after tax for the year amounted to £5,992k (2024 - loss £7,272k).

Ordinary dividends of £Nil (2024 - £Nil) were paid in the year. The Directors do not recommend payment of a final dividend.

The Directors have accrued but not declared the preference share fixed dividends at the annual rate of interest of 12.5% and 10% amounting to £3,434k and £326k for the year ended 31 March 2025 (2024 - £3,523k and £343k) respectively.

Under FRS 102 these preference shares have been shown as debt for the purposes of the financial statements.

Therefore the dividends payable have been classified as interest payable in the Statement of Comprehensive Income.

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

The company has maintained insurance on behalf of certain key directors and officials against liabilities arising in relation to the company.

Details of the group's financial risk management objectives and policies are included in note 25 to the financial statements.

There were no events after the end of the reporting period.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

This statement reports the Group's GHG emissions for the period 1st April 2024 to 31st March 2025, in accordance with the Streamlined Energy and Carbon reporting (SECR). The data has been calculated in accordance with SECR guidance and includes GHG emissions for all assets and facilities under the Group's direct operation control. We have sourced our emissions factors for the 2023 UK governement GHG Conversion Factors for Company Reporting.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2023 UK Government’s Conversion Factors for Company Reporting.

The intensity ratio is calculated using square metres of production output for the period from 1st April 2024 to 31st March 2025, which is most relevant to the industry in which the group operates.

The group recognises our reponsibility towards protecting the environment and lowering our carbon footprint, and endeavour to adopt high standards of environmental practices.

• Installed solar panels in April 2023 solar panels, which have reduced electricity consumption by 26%

• Minimising heat wastage relating to manufacturing by installing a heat recovery system in March 2025, estimated to reduce gas consumption by 30% going forward

• Continuation of the cycle to work scheme for employees, reducing carbon emissions and promoting employee health and well being

• Metastream recycling process, closed loop recycling to keep product out of landfill and incineration streams

• Carbon offsetting of designated Metamark Carbon Neutral Products via Climate Partner project

• Transitioning lighing systems to LED within the businesses assets

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.

In accordance with section 414C(11) of the Companies Act, certain matters required to be detailed in the Directors' Report are detailed in the Strategic Report where the Director considers them to be of strategic importance to the Company. true

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.

We have audited the financial statements of Metamark Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 March 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 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 notes on pages 17 to 38 form part of these financial statements.

The notes on pages 17 to 38 form part of these financial statements.

The notes on pages 17 to 38 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,508k (2024 - £1,804k loss).

The notes on pages 17 to 38 form part of these financial statements.

The notes on pages 17 to 38 form part of these financial statements.

The notes on pages 17 to 38 form part of these financial statements.

Metamark Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Luneside, New Quay Road, Lancaster, LA1 5QP.

The group consists of Metamark Group 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 £'000.

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

The 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 for parent company information presented within the consolidated financial statements:

• 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.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company Metamark Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 March 2025. 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.

Net liabilities as at 31 March 2025 is £46,545k (2024 - liabilities £40,638k). On 4 February 2025 the group was acquired by UPM Raflatac Oy a subsidiary of UPM-Kymmene Oyj. This resulted in a restructure of the debt. The external debt of £44,000k was repaid and replaced with intercompany debt. The net liabilities are therefore entirely due to shareholder debt of £83,144k.

The Directors have considered and debated a range of substantial possible scenarios on the Group’s operations, financial position and forecasts covering a period of at least the next 12 months post sign off of the financial statements. The Group continues to be cash generative and taking into account reasonable possible changes in trading performance along with other mitigating factors available to them, the Directors have a reasonable expectation that the Group will continue to be so under the scenarios explored. Whilst the balance sheet is in a net liabilities position, this is entirely due to shareholder debt. UPM-Kymmene Oyj have provided a letter of group support.

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

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

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

Goodwill represents the excess of the cost of acquisition of a business 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, which the directors have assessed to be 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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 are defined as having finite useful lives. 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:

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

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

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 profit and loss account.

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 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Stocks 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 stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Cost is based on the cost of purchase on a first in, first out basis.

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

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 balance sheet 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 debtors 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 assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

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.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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 profit and loss account 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 profit and loss account, 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 fixed assets.

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

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

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 balance sheet 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.

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.

On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Finance Costs

Finance costs are charged to the profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount

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

Included in the valuation of the stock are costs relating to coating and overheads. Management has adopted an absorption rate to allocate these costs to each product which has been estimated based on relevant costs incurred during the year and production quantities.

FRS 102 requires goodwill to be amortised over its reliably estimated useful economic life. Management consider this to be a period of 10 years. Management also assess whether there are any indicators of impairment in considering the carrying value of goodwill.

Management assess the recoverability of all trade debtors on a regular basis. A provision is made to cover any bad or doubtful debts.

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

Their aggregate remuneration comprised:

The Company has no employees other than the Directors (2024 - none).

During the year retirement benefits were accruing to 6 directors (2024: 6 directors) in respect of defined contribution schemes.

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:

More information on impairment movements in the year is given in note .

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Details of the company's subsidiaries at 31 March 2025 are as follows:

* - Shares held by Magenta Prime Limited

** - Shares held by Metamark (UK) Limited

Metamark (UK) Limited acquired 100% of the share capital of Vuflex Ltd on 24 May 2024.

Fleet Design Ltd was officially dissolved on 22 April 2025.

The address of the above undertakings registered office is Luneside, New Quay Road, Lancaster, LA1 5QP, with the exception of Trimwel Ltd which has its registered office at 2A Canal Bank, Hume Avenue, Parkwest Industrial Estate, Dublin 12 ,Metamark India Private Limited which has its registered office at E-20, 2nd Floor, Hauz Khas, New Delhi, South Delhi, Delhi, 110016, and Metamark USA LLC which has its registered office at 300 Centre Drive, Suite G-313, Superior, CO, 80027.

All of the above subsidiaries results have been consolidated into the financial statements.

Amounts owed by group undertakings due in more than one year are charged interest at 10% per annum.

Obligations under finance lease and hire purchase contracts are secured on the assets to which they relate.

Amounts owed to shareholders are charged interest at 1.36% above market rate and repayable on demand.

Obligations under finance lease and hire purchase contracts are secured on the assets to which they relate.

During the financial period, the external loan was repaid in full on 4 February 2025. The entity is now funded by the Group.

£15,850k 12.5% A redeemable preference shares had interest accruing at a rate of 12.5% per annum which was due to be paid quarterly in arrears. Interest was frozen and no longer accrued for from the takeover date of 4 February 2025. The accrued interest on preference share is £19,142k (2024 - £15,784k).

£2,150k 10.0% A redeemable preference shares had interest accruing at a rate of 10.0% per annum which was due to be paid quarterly in arrears. Interest was frozen and no longer accrued for from the takeover date of 4 February 2025. The accrued interest on preference shares is £1,930k (2024 - £1,610k).

The redeemable preferences shares have a redemption date of 23 May 2029. The criteria for redemption are as per the Articles of Association which are available on request from the registered office of the Company.

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.

At the balance sheet date the group owed £45k (2024: £44k) to the pension scheme.

Ordinary A shares each carry one vote per share.

Ordinary B1 shares each carry one vote per share. Ordinary B2 shares each carry one vote per share. Ordinary B3 shares are non-voting. Ordinary B4 shares each carry one vote per share.

Ordinary C1 shares are non-voting. Ordinary C2 shares have five votes per share.

Ordinary D1 shares are non-voting. Ordinary D2 shares have 3 votes per share.

Ordinary E shares are non-voting.

All shares have normal capital and dividend rights except for Ordinary E shares which have economic rights based on the valuation of the company.

On 24 May 2024 the group acquired 100 percent of the issued capital of Vuflex Limited.

The Group entered into forward currency contracts. At the year end, the Group had forward currency contracts outstanding of £Nil (2024 - £324k).

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:

The group holds or issues financial instruments in order to achieve three main objectives, being:

(a) to finance its operations;

(b) to manage its exposure to interest and currency risks arising from its operations and from its sources

of finance; and

(c) for trading purposes.

In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from the group’s operations.

Transactions in financial instruments result in the group assuming or transferring to another party one or more of the financial risks described below. The group also makes use of debenture loans and redeemable preference shares to finance acquisitions. The existence of these financial instruments exposes the group to a number of financial risks, which are described in more detail below.

Interest rate risk

The group is exposed to fair value interest rate risk on its borrowings and cash flow interest rate risk on bank overdrafts and loans. The group has entered into agreements on its overdraft and loans so as to minimise its exposure to changes in interest rates.

Credit risk

Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the parent company board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts whenever considered necessary.

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Currency risk

The group's principal foreign currency exposures arise from trading with overseas companies. The group seeks to invoice and be invoiced in its principal trading currency wherever possible so as to minimise its exposure to foreign currency movements.

At the year end the Group owed £39,072k (2024 - £35,394k) in respect of redeemable preference shares, being £39,072k (2024 - £31,634k) in respect of entities with control, joint control or significant influence, and £Nil (2024 - £3,760k) in respect of key management personnel.

Interest charged for the year in respect of redeemable preference shares amounted to £3,678k (2024 - £3,866k), being £3,358k (2024 - £3,523k) in respect of entities with control, joint control or significant influence, and £319k (2024 - £343k) in respect of key management personnel.

Management charges were paid to entities with control, joint control or significant influence totalling £50k (2024 - £50k).

The ultimate parent undertaking and ultimate controlling party up to 4 February 2025 was Primary Capital Partners LLP, an entity registered in England and Wales with registered office Augustine House, 6A Austin Friars, London, EC2N 2HA.

From 4 February 2025 the ultimate parent undertaking and ultimate controlling party is UPM-Kymmene Oyj, an entity registered in Finland with registered office Alvar Aallon Katu 1, FI-00100 Helsinki.