REGISTERED NUMBER: 06045703 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

ELLISON EUROPE LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Income and Retained Earnings

9

Statement of Financial Position

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

R Birse

J Perine

SECRETARY:

K Zimmerman

REGISTERED OFFICE:

Unit 3

Whitegate Industrial Estate

Whitegate Road

Wrexham

LL13 8UG

REGISTERED NUMBER:

06045703 (England and Wales)

AUDITORS:

M. D. Coxey and Co. Limited

Chartered Accountants

and Statutory Auditors

25 Grosvenor Road

Wrexham

LL11 1BT

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

REVIEW OF BUSINESS

Ellison Europe Limited continues to operate as a sales, marketing, and distribution hub for Sizzix and Ellison Education products.

Trading conditions during the year remained challenging, reflecting subdued consumer demand in the UK and European markets. Despite these headwinds, the Company continued to strengthen its customer relationships, focus on product development, and improve operational efficiency. Initiatives undertaken during the year included adjustments to sourcing, distribution, and eCommerce strategies, all aimed at supporting long-term resilience and competitiveness.

Ellison Europe remains committed to innovation and market engagement. Preparations are underway for the launch of the Sizzix Studio range at CreativeWorld 2025, which is expected to support brand visibility and customer engagement.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the business are:

- General market conditions affecting consumer demand.

- Dependence on online marketplaces, which remain subject to platform dynamics and competitive pressures

- Freight and logistics costs, although further efficiencies are expected from ongoing improvements.

- Exposure to currency fluctuations and changes in import tariffs.

KEY PERFORMANCE INDICATORS

The directors monitor a range of financial and non-financial measures, including sales performance, margin, cost control, and working capital management. The business continues to focus on strengthening its financial position and balance sheet while maintaining investment in brand development and operational improvements.

Despite the difficult trading environment, the Company benefited from a £2.4 million equity injection during 2024, which has strengthened its financial position and provided a solid platform for future growth.

ON BEHALF OF THE BOARD:

R Birse - Director

29th September 2025

The directors present their report with the financial statements of the company for the year ended 31st December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a sales, marketing and distribution centre for Sizzix and Ellison Education products.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

FUTURE DEVELOPMENTS

The outlook for 2025 remains uncertain, with consumer confidence expected to remain subdued. In response, the Company is implementing initiatives designed to enhance efficiency, strengthen its market presence, and reduce overheads. Key areas of focus include improving eCommerce operations, expanding access to European markets, and maintaining tighter control over inventory and working capital.

Looking further ahead, the Company will pursue a focused product pipeline for 2026, with impactful launches, supporting cost efficiency while maintaining innovation. The Directors remain confident that these measures will strengthen the Company's position and deliver long-term value for stakeholders.

DIRECTORS

The directors set out in the table below have held office during the whole of the period from 1st January 2024 to the date of this report.

The beneficial interests of the directors holding office at 31st December 2024 in the shares of the company, according to the register of directors' interests, were as follows:

31.12.24

1.1.24

Ordinary shares of £1 each

R Birse

200,000

200,000

J Perine

-

-

These directors did not hold any non-beneficial interests in the shares of the company.

FINANCIAL INSTRUMENT RISK

Liquidity risk

The Company manages liquidity risk by monitoring cash flows generated from operations and maintaining oversight of working capital requirements. Expenditure is subject to authorisation limits and regular review.

Foreign currency risk

The Company conducts transactions primarily in Sterling, US Dollars and Euros, and is therefore exposed to fluctuations in exchange rates. This risk is managed by holding balances in the currencies in which purchases are made and through ongoing review of exchange rate movements.

Credit risk

Credit risk is managed through established procedures, including credit checks and the setting of appropriate credit limits. Where considered necessary, transactions are conducted on pro-forma or advance payment terms.

Brexit and distribution

The UK's exit from the European Union continues to present some administrative and cost challenges in relation to distribution into European markets. The Company continues to review its logistics arrangements to ensure that customers are served effectively and efficiently.

Market environment

The Company operates in a competitive market that is influenced by broader economic conditions and consumer demand. Management continues to monitor these factors and adjust operations to ensure resilience and long-term sustainability.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, M. D. Coxey and Co. Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R Birse - Director

29th September 2025

Opinion

We have audited the financial statements of Ellison Europe Limited (the 'company') for the year ended 31st December 2024 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 company's affairs as at 31st December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

-	certain disclosures of 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 four, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence,

capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other

management;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of

management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to

instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of

actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

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

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

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.

Joanne Evans ACA, FCCA (Senior Statutory Auditor)

for and on behalf of M. D. Coxey and Co. Limited

Chartered Accountants

and Statutory Auditors

25 Grosvenor Road

Wrexham

LL11 1BT

29th September 2025

TURNOVER

3

5,126,553

6,573,162

Cost of sales

3,285,448

2,947,399

GROSS PROFIT

1,841,105

3,625,763

Distribution costs

931,568

1,132,144

Administrative expenses

3,313,043

3,814,089

4,244,611

4,946,233

(2,403,506

)

(1,320,470

)

Other operating income

4

1,012,390

1,077,597

OPERATING LOSS

6

(1,391,116

)

(242,873

)

Interest payable and similar expenses

7

106,973

141,780

LOSS BEFORE TAXATION

(1,498,089

)

(384,653

)

Tax on loss

8

(340,985

)

(68,745

)

LOSS FOR THE FINANCIAL YEAR

(1,157,104

)

(315,908

)

Retained earnings at beginning of year

298,647

614,555

RETAINED EARNINGS AT END OF YEAR

(858,457

)

298,647

FIXED ASSETS

Intangible assets

9

63,515

314,045

Tangible assets

10

157,902

230,111

Investments

11

100

100

221,517

544,256

CURRENT ASSETS

Stocks

12

1,792,959

2,439,980

Debtors

13

1,683,848

1,344,336

Cash at bank and in hand

131,734

591,584

3,608,541

4,375,900

CREDITORS

Amounts falling due within one year

14

913,512

2,746,508

NET CURRENT ASSETS

2,695,029

1,629,392

TOTAL ASSETS LESS CURRENT LIABILITIES

2,916,546

2,173,648

CREDITORS

Amounts falling due after more than one year

15

375,000

875,000

NET ASSETS

2,541,546

1,298,648

CAPITAL AND RESERVES

Called up share capital

19

3,400,003

1,000,001

Retained earnings

20

(858,457

)

298,647

SHAREHOLDERS' FUNDS

2,541,546

1,298,648

The financial statements were approved by the Board of Directors and authorised for issue on 29th September 2025 and were signed on its behalf by:

R Birse - Director

Cash flows from operating activities

Cash generated from operations

1

(2,420,723

)

728,733

Interest paid

(106,973

)

(141,780

)

Tax paid

20,656

642

Net cash from operating activities

(2,507,040

)

587,595

Cash flows from investing activities

Purchase of intangible fixed assets

(58,425

)

(14,004

)

Purchase of tangible fixed assets

(7,646

)

(111,204

)

Sale of intangible fixed assets

213,699

-

Sale of tangible fixed assets

(140

)

500

Net cash from investing activities

147,488

(124,708

)

Cash flows from financing activities

Loan repayments in year

(500,000

)

(500,000

)

Amount introduced by directors

7,400

7,700

Amount withdrawn by directors

(7,700

)

-

Share issue

2,400,002

-

Net cash from financing activities

1,899,702

(492,300

)

Decrease in cash and cash equivalents

(459,850

)

(29,413

)

Cash and cash equivalents at beginning of year

2

591,584

620,997

Cash and cash equivalents at end of year

2

131,734

591,584

1.	RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Operating loss

(1,391,116

)

(242,873

)

Depreciation charges

174,031

232,307

Loss/(profit) on disposal of fixed assets

1,220

(500

)

(Decrease)/increase in group creditors

(1,831,531

)

(299,757

)

Impairment of investment in subsidiary

-

43,808

(3,047,396

)

(267,015

)

Decrease in stocks

647,021

692,588

Decrease in trade and other debtors

303,049

240,320

(Decrease)/increase in trade and other creditors

(323,397

)

62,840

Cash generated from operations

(2,420,723

)

728,733

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

131,734

591,584

Year ended 31st December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

591,584

620,997

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

591,584

(459,850

)

131,734

591,584

(459,850

)

131,734

Debt

Debts falling due within 1 year

(500,000

)

-

(500,000

)

Debts falling due after 1 year

(875,000

)

500,000

(375,000

)

(1,375,000

)

500,000

(875,000

)

Total

(783,416

)

40,150

(743,266

)

1.	STATUTORY INFORMATION

Ellison Europe Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The company has taken the exemption available under section 402 of the Companies Act 2006 from preparing group financial statements.

The parent of the smallest group for which consolidated financial statements are drawn up of which Ellison Europe Limited is a member is Ellison Educational Equipment Inc. Its registered office is 25862 Commercentre Drive, Lake Forest, CA 92630, United States.

Turnover

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 consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer;

- the company retains neither continuing managerial involvement to the degree usually associated with

ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2018, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of three years.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Long leasehold

-

Straight line over 6 years

Plant and machinery

-

20% on cost

Fixtures and fittings

-

33% on cost

Computer equipment

-

33% on cost

Investments in associates

Investments in associate undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

At the time of approving the financial statements, he 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.

Ellison Educational Equipment Inc and the directors have agreed to fully support Ellison Europe Limited financially for the foreseeable future.

Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit and loss.

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

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.24

31.12.23

£

£

Sale of goods

5,126,553

6,573,162

5,126,553

6,573,162

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

£

£

United Kingdom

1,747,794

2,266,740

Europe

2,594,115

3,400,075

Rest of world

784,644

906,347

5,126,553

6,573,162

4.	OTHER OPERATING INCOME

31.12.24

31.12.23

£

£

Sundry receipts

9,364

34,001

Management fees receivable

1,003,026

967,881

Exchange gains

-

75,715

1,012,390

1,077,597

5.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

2,212,657

2,620,437

Social security costs

237,215

216,895

Other pension costs

40,116

37,291

2,489,988

2,874,623

The average number of employees during the year was as follows:

31.12.24

31.12.23

Directors

1

1

Management

2

2

All other staff

40

54

43

57

31.12.24

31.12.23

£

£

Directors' remuneration

203,791

283,911

Information regarding the highest paid director is as follows:

31.12.24

31.12.23

£

£

Emoluments etc

203,791

184,911

6.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Other operating leases

75,984

57,509

Depreciation - owned assets

78,775

99,035

Loss on disposal of fixed assets

1,220

43,308

Goodwill amortisation

77,640

77,250

Development costs amortisation

8,743

42,334

Computer software amortisation

8,873

13,688

Auditors' remuneration

13,500

12,500

Foreign exchange differences

34,763

(75,715

)

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Bank loan interest

106,973

141,780

8.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

31.12.24

31.12.23

£

£

Deferred tax

(340,985

)

(68,745

)

Tax on loss

(340,985

)

(68,745

)

UK corporation tax has been charged at 25% (2023 - 25%).