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

The principal activity of Medication Packaging Holdco Limited (“the Company”, “the Group” ) is that of a group holding company. The principal activity of the Group is the design, manufacture and sale of printed folded cartons and leaflets to the pharmaceutical, healthcare, beauty and cosmetics sectors.

The Group operates through its trading subsidiaries which are disclosed in note 14.

The Group achieved sales of £46m (2024: £45m) and profit before taxation of £1.9m (2024: £1.1m), which confirm a successful trading performance for the year. Net assets at the end of the year were £13.4m (2024: £12.5m).

The directors are satisfied with the performance of the Group, particularly in light of the challenges faced over the last twelve months which have seen significant inflationary pressures, increasing competitive and margin pressure and increasing geopolitical events impacting the UK and World economies.

Some refocussing of the sales teams within the Group have helped to better position the Group with the markets it serves. This has helped to ensure that as the financial year for 2025 comes to a close, some significant customer gains means, the Group goes into 2026 well positioned to enjoy a successful year.

With the unprecedented global shortages in the supply chain, the Group has worked hard to ensure that it has continued to service effectively its customers and has at times during the year, maintained stocks at higher than normal levels.

For Medica Packaging Limited, the Group maintains credit insurance in place to mitigate the risk of a failure of a customer, together with a process of close monitoring and management of the customer base. With F.G. Curtis Limited the Group has reviewed the potential to hold credit insurance and has concluded that cover is not currently required.

As the Group continues to grow, attracting and retaining experienced and high performing employees becomes ever more challenging, however, the Group looks to develop and progress employees in line with Group performance.

As a manufacturing business maintaining high standards of health and safety across our operations is key to the success of our Group. Any failure to implement and operate safe working practices can damage the reputation of the Group. We continue to invest in health and safety compliance personnel, constantly reviewing our operating procedures and employee training.

Geopolitcal events have continued to have an ever increasing impact on the UK and World economies and the directors continue to assess such on-going events and are confident in the Group’s financial risk management practices.

Out IT systems and infrastructure form a vital part of the business operation. We have a dedicated IT team who along with external support, monitor the security and performance of our information systems. We are conscious that cybersecurity risks continue to increase globally. Any major IT breach can result in the failure of the system, the loss of sensitive information and even financial loss, via fraudulent payments. We continue to invest in maintaining and upgrading our cyber risk detection and prevention tools to mitigate the risk of cyber attacks. We continue to invest in developing our processes to improve our efficiency and to aid in supporting and serving our customers.

The Group continues to develop its reporting in relation to ESG, as there is ever increasing importance by our key stakeholders on the actions the Group is taking to minimise carbon emissions and improve our resource and energy efficiency.

Within the Group the trading entities have ISO 14001 and FSC Certification. In addition FG Curtis holds B Corp accreditation and was the first company within the UK to achieve World Land Trust certified carbon balanced packaging accreditation. Within our manufacturing process, the majority of our waste is recycled.

The Group values its employees and recognises that they are key to the success of the Group and the ability to deliver the Group’s strategy. The Group employees in excess of 250 employees, with many employees having worked for the Group for many years.

Training and development of its employees is key to the success of the Group and it looks to reward employees with competitive pay and benefits and ensure appropriate training and development opportunities are provided.

The Group is an inclusive employer and has in place policies and procedures to ensure no barriers exist to prevent any groups from achieving success within the Group.

The Group monitors performance daily and has in place key performance indicators that are designed to evaluate how the group performs. The key performance indicators that the Group uses are:

Actual Sales performance against prior year

2025 - £942k 2% increase on 2024

2024 - (£4,300k) (9%) decrease on 2023

EBITDA

2025 - £6,842k

2024 - £6,104k

Increase £738k (12%) for the year

EBITDA is calculated as Operating profit, adjusted for depreciation, profit/(loss) on disposal of tangible fixed assets and amortisation.

B-Corp Accreditation

F.G. Curtis being a leading sustainable printed packaging manufacturer, committed to producing eco-friendly, high-quality packaging solutions whilst minimising our impact upon the environment, becoming a B Corp in April 2023 was a mark of approval of the way the Company has always worked. There should not be any work or manufacturing undertaken that is detrimental to the world we all live in and now it is even more important for like-minded companies to work together to achieve that end. From our inception, Curtis has been a pioneer in its commitment to this ethos. Proof of this is endorsed by the credentials such as FSC Certification, ISO 14001, BPIF Zero Foil 2 Landfill and being the first company in the UK to achieve World Land Trust certified carbon balanced packaging accreditation. It's not just about being passionate though, it's about commitment to the community and environment. Being a B Corp is an endorsement of all that Curtis believes in, stands for and demonstrates its commitment to creating a better world for all.

Environment

There is recognition that the Group has a responsibility to the environment, customers, suppliers and employees. The Group, where possible ensures that it purchases material certified by the Programme for the Endorsement of Forest Certification (PEFC) or the Forest Stewardship Council (FSC). The Group’s commitment to protecting the environment is evidenced by group members ISO 14001 accreditation and Sedex certified as well as FG Curtis being the first company in the UK to offer World Land Trust certified carbon balancing packaging.

The unpresented market conditions that the Group has faced over these last twelve months, have highlighted how it has been able to effectively adapt to these challenges and ensure it continues to serve the needs of its customers.

The Group has demonstrated it’s resilience and the changes that have been implemented in the restructuring and cost saving exercises undertaken place the Group well to build upon the financial performance achieved this year. With a committed workforce and a commitment to continue to invest further in both people and infrastructure, the future is approached with confidence.

Outlook

The Group has demonstrated it’s resilience and continues to closely monitor it’s cost base to ensure that the offering to customers remains competitive, along with maintaining high quality levels. With a committed workforce, strong focus on sustainability and continued support from our suppliers, giving the Group the ability to competitively service customers means that 2026 is looked at with continued optimism.

The Directors, in line with their duties under S172 of the Companies Act 2006, believe they have both individually and as a Board acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole and in doing so have regard to a range of matters when making decisions for the long term.

In promoting the success of the group, a director must have regard to:

1. The likely consequences of any decision in the long term

2. The interests of the group’s employees

3. The need to foster the group’s business relationships with suppliers, customers and others

4. The impact of the group’s operations on the community and the environment

5. The desirability of the group maintaining a reputation for high standards of business conduct

6. The need to act fairly as between members of the group

How the Board factored the requirements of S172 of the Companies Act 2006, with the Key stakeholders is detailed below:

On behalf of the board

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

The principle activity of the Company continued to be that of a holding company.

The principal activity of the Group continued to be that of the design, manufacture and sale of printed folding cartons and leaflets to the pharmaceutical, healthcare and other closely related industries in the UK and Europe.

The results for the year are set out on page 13.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

As Medication Packaging Holdco Limited is a large group, it is required to report on its emissions, energy consumption and energy efficiency by way of Streamlined Energy and Carbon Reporting in this Directors' report.

The group has consumed more than 40,000 kWh of energy in this reporting period, and it therefore does not qualify as a low energy user under these regulations.

However, no energy reporting information has been disclosed in these financial statements as the group has taken exemptions available in the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, Part 7A, Paragraph 20E which allows a group to exclude information for subsidiary companies that would not be required to report in their own right. All subsidiaries of Medication Packaging Holdco Limited are small or medium sized companies and so are not required to include energy reporting information in their own financial statements. On this basis, no information is required to be included in the group report.

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.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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.

The Group has demonstrated it’s resilience and continues to closely monitor it’s cost base to ensure that the offering to customers remains competitive, along with maintaining high quality levels. With a committed workforce, strong focus on sustainability and continued support from our suppliers, giving the Group the ability to competitively service customers means that 2026 is looked at with continued optimism.

We have audited the financial statements of Medication Packaging Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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 May 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including legislation such as the Companies Act 2006, taxation legislation, data protection, EU Directive for serialisation, PS9000 Pharmaceutical Packaging Materials certification, employment, health and safety legislation and Extended Producer Responsibility Regulations; 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; and

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

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims;

• reviewing accident registers and any recent health and safety audit findings;

• reviewing any correspondence with HMRC; and

• reviewing legal and professional fees incurred during the period to identify any potential indications of non-compliance with laws and regulations.

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the 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.

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 £753,902 (2024 - £704,581 loss).

Medication Packaging Holdco Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is Crewe Hall, Enterprise Park, Crewe, Cheshire, CW1 6UL.

The group consists of Medication Packaging Holdco Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The 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 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Medication Packaging Holdco Limited as at 31 May 2025. These consolidated financial statements are available from its registered office, Crewe Hall, Enterprise Park, Crewe, Cheshire, CW1 6UL.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other group entities where the relationship is one of being wholly owned.

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.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Medication Packaging Holdco Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 May 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.

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

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 delivery 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 is 20 years.

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

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

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

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

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).

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.

Within the group, certain subsidiaries recognise stock using the following method:

• Raw materials - Cost on a first in, first out basis

• Work in progress - Measured using the retail method, which is the estimated selling price reduced by an estimated average profit margin percentage, as adjusted for work-in-progress.

• Finished goods - Manufactured finished goods are measured using the retail method, which is estimated selling price reduced by an estimated profit margin percentage.

Net realisable value is based on estimated selling price less further costs expected to be incurred to completion and disposal.

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 and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal 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 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.

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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or 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 statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Within the group, a subsidiary has adopted the retail method for valuing work in progress and manufactured finished goods. This requires the directors to estimate the profit margin percentage used to reduce selling price to the estimated cost. This estimated profit margin percentage is based on the average results for the current year gross profit less an estimated portion of production overheads attributed to direct costs, as a percentage of turnover.

Within the group, another subsidiary determines the valuation of both work-in-progress and finished goods, by applying a standard cost per hour to both the actual labour time and actual machinery time on each job assignment. The estimated standard cost rates used vary depending on the stage of the production process or the type of machine used. The hourly labour rate is estimated based on an average staff cost for that section of the production line. The hourly machine rate is based on management's estimate of costs applicable to each machine used.

Goodwill has been recognised on acquisitions made. Management have estimated the useful economic life of goodwill to be 20 years, based on the time period over which ongoing benefits and cashflows are anticipated from the acquired subsidiary, This reflects the acquired customer base, knowledge and expertise of management and the reputation of the subsidiary acquired. Uncertainties in these estimates relate to the actual economic useful life of goodwill.

A total of £17,250,000 in loan notes has been issued by Medication Packaging Holdco Limited. The loan notes are all unsecured, carry 0% interest and are repayable in 2030. Due to the 0% interest rate not being a market rate, the directors initially measured the loan notes at net present value. The discount rate using in calculating this value was an estimated interest rate, based on expert advice and consideration of interest rates available on the open market, had the loan notes been obtained under 'normal market conditions'. The estimated discount rate applied to all loan notes in issue is 7%.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

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

Factors that may affect future tax charges

With the availability of significant tax reliefs for capital expenditure, such as the 100% Annual Investment allowance, the group anticipates continuing to be able to claim capital allowances in excess of depreciation in the short term. However, if capital expenditure slows down, this trend will reverse.

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 May 2025 are as follows:

Registered office and business trading addresses (all UK unless otherwise indicated):

Subsidiary audit exemption

The following subsidiaries are claiming exemption from audit under Section 479A of the Companies Act 2006:

Appleseed Holdco Limited - Company number 09250826

3D Creative Packaging Limited - Company number 07161440

Stocks are stated after provisions for impairment of £157,090 (2024 - £163,605).

Trade debtors are stated after provisions for impairment of £65,000 (2024 - £32,248).

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Bank loans

In the year ended 31 May 2023, Appleseed Bidco Limited received an additional bank loan carrying interest at 1 month SONIA plus 5.75% margin with a repayment term of 4 years. In the year ended 31 May 2022 Appleseed Bidco Limited received a bank loan, relating to two funding facilities provided by the company's bank. One of the loans carries interest at 1 month SONIA plus 5.75% margin with a repayment term of 5 years. The other loan carries interest at 1 month SONIA plus 6.75% margin and is due for repayment at the end of the 5 year term. All facilities are secured on all assets of the group.

Bank overdrafts

The bank overdrafts above relate to an invoice discounting creditor, which is secured against the assets of the group. Interest is charged on the facility at 2.00% above the base rate.

Other loans

In prior years £17,250,000 of unsecured loan notes were issued by Medication Packaging Holdco Limited repayable in 2030 and attracting interest at 0%. These loans notes are presented at present value using a discount rate of 7%. £753,902 (2024 - £704,581) was recognised in the statement of comprehensive income in the period in relation to the unwinding of the discount on all loan notes. At the year end, the balance of the gross loan notes outstanding was £17,250,000 (2024 - £17,250,000) and the present value as shown above was £11,523,930 (2024 - £10,770,028).

Obligations under finance leases are secured against the assets of Medica Packaging Limited and FG Curtis Limited with cross charges over the assets of fellow group companies. Appleseed Bidco Limited, Appleseed Holdco Limited, Medication Packaging Holdco Limited and 3D Creative Packaging Limited.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery and motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3-5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. Interest is charged on hire purchase creditors at a weighted average 7%.

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

The deferred tax liability is not expected to reverse significantly in the short term due to the continuing investment in capital expenditure by the company.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £54,131(2024 - £61,852) were payable to the fund at the reporting date and are included in creditors.

Each ordinary share has full voting rights, full dividend rights, is non-redeemable and has no right to participate in a distribution of capital, except on winding up.

Other reserves arose due to the discounting of loan notes to present value.

Profit and loss reserves represents the accumulated profits less accumulated losses and distributions up to the reporting date. This is a distributable reserve.

Company

The company has given an unlimited guarantee, secured on all of the company's assets, as security for the borrowings of fellow group undertakings. At 31 May 2025 these borrowings amounted to £13,775,440 (2024 - £16,767,801). As at the date of approval of these accounts, the directors do not anticipate that the guarantees will be called upon.

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:

Amounts contracted for but not provided in the financial statements:

The bank loan C was repaid on 2 September 2025, in advance of the scheduled repayment date of February 2027. The repayment value being £1,103,508.

In prior years £15,856,625 of unsecured loan notes were issued to Harwood Private Equity VL.P, a related party due to their control of Medication Packaging Holdco Limited. These are subject to 0% interest and are due in 2030. These loans notes are presented at present value using a discount rate of 7% and £691,425 (2024 - £646,191) was recognised in the statement of comprehensive income in the period in relation to the unwinding of the discount on all loan notes. At the year end, the balance of the gross loan notes was £15,856,625 (2024 - £15,856,625) and the present value was £10,568,919 (2024 - £9,877,494).

During the year, the group paid management charges amounting to £25,000 (2024 - £25,000) to Harwood Private Equity V L.P, the company's ultimate controlling party. There were no amounts due at the year end (2024 - £Nil).

The ultimate controlling party is considered to be Harwood Private Equity V L.P.

Included within Group finance costs is the unwinding of the discount applied to loan notes of £753,902.