These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Toolpak Limited is a private company limited by shares incorporated in England and Wales. The registered office is Rhosddu Industrial Estate, Wrexham, Wrexham CB, LL11 4YL.

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.

These financial statements for the year ended 31 March 2025 are the first financial statements of Toolpak Limited prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The date of transition to FRS 102 was 1 April 2023. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

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.

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 credited or charged to profit or loss.

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.

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.

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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax 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 when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

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.

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

A legal mortgage charge was registered against the company on 1 August 1979 held against the freehold land situated at Rhosddu Industrial Estate, Wrexham, LL11 4YL.

A single debenture charge was registered against the company on 8 September 1980. A fixed and floating charge on undertaking on all property and assets, present and future including goodwill and uncalled capital. Together with fixed and moveable plant, machinery, fixtures, implements and utensils.

A legal charge was registered against the company on 29 October 2024 by way of second ranking legal mortgage (behind the above mortgage and debenture) held against the freehold property known as Rhosddu Industrial Estate, Wrexham, LL11 4YL. With a second ranking fixed charge over all other assets (other than book debts and bank account). The charge contains a fixed and floating charge. Floating charge covers all the property or undertaking of the company. The charge contains a negative pledge.

A legal charge was registered against the company on 24 February 2025 held against unregistered freehold land situated at Rhosddu Industrial Estate, Wrexham, LL14 4YL. The charge contains fixed and floating charge. Floating charge covers all the property or undertaking of the company. The charge contains a negative pledge.

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

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its 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.

On 29 October 2024, TP Newco 2024 Limited acquired 100% of the share capital of the company for total consideration of £6,000,000. As part of this arrangement, £1,500,000 of the consideration is deferred, with £500,000 payable within 12 months of the transaction and £1,000,000 payable within three years.

Although the deferred consideration is payable by TP Newco 2024 Limited, Toolpak Limited has provided an unsecured guarantee in respect of the full deferred amount.

No liability has been recognised in these financial statements in respect of the guarantee, as the directors consider the likelihood of the guarantee being called upon to be low. The financial position of TP Newco 2024 Limited is monitored on an ongoing basis by the board.

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

Acquisition and Change in Control

On 29 October 2024, 100% of the issued share capital of Toolpak Limited was acquired by TP Newco 2024 Limited, a company incorporated in the United Kingdom that was established for the purposes of the acquisition. As a result, TP Newco 2024 Limited became the immediate parent undertaking of Toolpak Limited.

Loan to Parent Company

As part of the acquisition, Toolpak Limited made an unsecured loan of £4,500,000 to TP Newco 2024 Limited. The funds for the loan were sourced from the existing cash reserves held by Toolpak Limited and were used by TP Newco 2024 Limited to fund part of the consideration payable for the acquisition. The loan is interest free and repayable on demand.

As at 31st March 2025, the balance outstanding on the loan was £4,300,000.

The immediate parent undertaking and ultimate controlling party is TP Newco 2024 Limited, a company incorporated in the United Kingdom.