REGISTERED NUMBER: 13458333 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

INTERTAPE PACKAGING UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

Directors:

R M Booth

E Boullay

J Crystal

P Durette

S Nelson

K T O'Steen

M Thompson

J Tocci

Registered office:

Unit 1, Liberty Park

Newstead Road

Widnes

Cheshire

WA8 8GS

Registered number:

13458333 (England and Wales)

Auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

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

Review of business and key performance indicators

The Company turnover for the year ended 31 December 2024 was £15,839,012 (2023: £12,682,456) which is a 24.9% increase on the prior year.

The loss for the financial year, after taxation, amounted to £3,100,549 (2023: £13,187,429). The results in 2023 included impairments of machinery and intellectual property amounting to £8,837,514.

As at 31 December 2024, the Company had net liabilities of £6,132,287 (2023: £3,031,738) and net cash and cash equivalents of £1,405,435 (2023: £1,462,242).

These figures are seen as key performance indicators of the business.

Principal risks and uncertainties

The key financial risks the Directors of the Company face are detailed below:

Foreign exchange risk

The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Company's primary strategy to minimise its risk of foreign currency exposure is to ensure it:

- Monitors the Company's exposure and cash flows, taking into account the large extent of naturally offsetting exposures, and

- Considers the Company's ability to adjust its selling prices due to foreign currency movements and other market conditions.

Credit risk

The Company's principal financial assets are bank balances and trade and other receivables. The Company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful debts.

Liquidity risk

In order to maintain liquidity, and to ensure sufficient funds are available for ongoing operations and future developments, the Company utilises an inter-group borrowing facility.

Raw material pricing

The risk of increasing raw material prices and commodity market rises are a continuing risk to the Company and could impact on gross margin in the future. The Company seeks to minimise the impact of increasing pricing by utilising the Group's global supply chain function for its key materials.

Future developments

The directors are confident that the future prospects of the Company are positive and believe that the Company is well placed to meet challenging external economic conditions. During 2025, the Company continues to grow the business with an increasing suite of products through manufacturing and distribution.

Going concern

After a full review of the Company's financial position, cash flows and forecasts for the next 12 months, and after obtaining confirmation from the Company's parent that adequate resources will continue to be made available, the Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future. Accordingly, the going concern basis in preparing the annual report and financial statements has been adopted.

On behalf of the board:

J Crystal - Director

12 December 2025

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

Principal activity

The principal activity of the company in the year under review was that of manufacturing of other particles of paper and paperboard.

Dividends

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

Directors

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

R M Booth

E Boullay

J Crystal

P Durette

S Nelson

K T O'Steen

M Thompson

J Tocci

Other changes in directors holding office are as follows:

J Sundararaman - resigned 29 February 2024

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.

On behalf of the board:

J Crystal - Director

12 December 2025

Opinion

We have audited the financial statements of Intertape Packaging UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 101 'Reduced Disclosure Framework' (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 31 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 other information comprises the information included in the report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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 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 three, 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation.

We understand that the company complies with the framework through outsourcing accounts preparation and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company's ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company:

- The Companies Act 2006 and FRS 101 in respect of the preparation and presentation of the financial statements; and

- UK taxation law.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement including how fraud might occur. The areas identified in this discussion were:

- manipulation of financial statements via fraudulent journal entries;

- manipulation of revenue through recognising revenue in the incorrect period; and

- manipulation of the loss figure through not recognising impairments if they are required.

The procedures we carried out to gain evidence in the above areas included:

- identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- identifying and testing journal testing, with a risk based-approach using data analytics, in particular any journal entries posted with unusual account combinations;

- reviewing the performance of the assets in the entity and assessing whether there are any impairment indicators; and

- revenue recognition, we have tested a sample of sales orders and traced them through to the recognition to assess whether the sale was recognised when the performance obligation was completed. We also completed tests around the year end and on trade debtors to test the revenue recognition and occurrence and reconcile revenue to the customer's software.

Overall, the senior statutory auditor was satisfied the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. THis risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, omission or misrepresentation.

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.

Antony Sassen FCA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

15 December 2025

Turnover

3

15,839,012

12,682,456

Cost of sales

(16,007,057

)

(15,298,472

)

Gross loss

(168,045

)

(2,616,016

)

Administrative expenses

(1,599,690

)

(811,407

)

Operating loss

(1,767,735

)

(3,427,423

)

Exceptional items

5

-

(8,837,514

)

(1,767,735

)

(12,264,937

)

Interest payable and similar expenses

6

(1,332,814

)

(922,492

)

Loss before taxation

7

(3,100,549

)

(13,187,429

)

Tax on loss

8

-

-

Loss for the financial year

(3,100,549

)

(13,187,429

)

Other comprehensive income

-

-

Total comprehensive income for the year

(3,100,549

)

(13,187,429

)

Fixed assets

Owned

Tangible assets

10

7,202,949

5,530,375

Right-of-use

Tangible assets

10, 16

3,357,950

3,794,417

10,560,899

9,324,792

Current assets

Stocks

11

2,328,321

1,405,736

Debtors

12

6,621,943

6,415,504

Cash at bank

1,405,435

1,426,242

10,355,699

9,247,482

Creditors

Amounts falling due within one year

13

8,767,420

6,784,991

Net current assets

1,588,279

2,462,491

Total assets less current liabilities

12,149,178

11,787,283

Creditors

Amounts falling due after more than one year

14

18,281,465

14,819,021

Net liabilities

(6,132,287

)

(3,031,738

)

Capital and reserves

Called up share capital

17

15,250,000

15,250,000

Retained earnings

18

(21,382,287

)

(18,281,738

)

Shareholders' funds

(6,132,287

)

(3,031,738

)

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

J Crystal - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

15,250,000

(5,094,309

)

10,155,691

Changes in equity

Total comprehensive income

-

(13,187,429

)

(13,187,429

)

Balance at 31 December 2023

15,250,000

(18,281,738

)

(3,031,738

)

Changes in equity

Total comprehensive income

-

(3,100,549

)

(3,100,549

)

Balance at 31 December 2024

15,250,000

(21,382,287

)

(6,132,287

)

1.	Statutory information

Intertape Packaging UK 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.

2.	Accounting policies

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1; and

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Going concern

The Company turnover for the year ended 31 December 2024 was £15,839,012 (2023: £12,682,456) which is a 24.9% increase on the prior year.

The loss for the financial year, after taxation, amounted to £3,100,549 (2023: £13,187,429). The results in 2023 included impairments of machinery and intellectual property amounting to £8,837,514.

As at 31 December 2024, the Company had net liabilities of £6,132,287 (2023: £3,031,738) and net cash and cash equivalents of £1,405,435 (2023: £1,462,242).

At the time of approving of the financial statements, the directors have sought and obtained confirmation from the Company's parent that adequate resources will continue to be made available to the Company to ensure that it can continue with its commercial activities for the foreseeable future.

Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

To determine whether to recognise revenue, the company follows a 5-step process:

1. Identifying the contract with the customer.

2. Identifying the performance obligations.

3. Determining the transaction price

4. Allocating the transaction price to the performance obligations.

5. Recognising revenue when/as performance obligation(s) are satisfied.

Revenue is recognised either at a point in time or over time, when (or as) the company satisfies performance obligations by transferring the promised goods or services to its customers.

The company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the company does not adjust any of the transaction prices for the time value of money.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements - 5 to 40 years

Leasehold property - 10 years

Plant and machinery - 5 to 30 years

Fixtures and fittings - 3 to 7 years

Computer equipment - 3 to 10 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Stocks

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

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

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Employee benefit costs

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

Financial assets

Basic financial assets, including trade and other debtors are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the profit or loss.

There are no assets which are initially measured at fair value.

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 and loss account.

Financial liabilities

Basic financial liabilities, including amounts due to fellow group companies, trade creditors and other creditors 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 receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

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:

2024

2023

as

restated

£

£

Protective packaging

6,046,172

6,574,599

Tape

8,944,014

6,060,383

System and packaging machines

848,826

47,474

15,839,012

12,682,456

4.	Employees and directors

2024

2023

as

restated

£

£

Wages and salaries

2,024,491

2,345,273

Social security costs

267,657

248,681

Other pension costs

123,255

133,218

2,415,403

2,727,172

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

2024

2023

as

restated

General & Admin

6

5

Manufacturing

38

47

44

52

2024

2023

as

restated

£

£

Directors' remuneration

-

-

During the period, all directors were remunerated through another group company. No amounts were paid directly by the company.

As part of the prior year adjustments, see note 9, wages and salaries have decreased by £154,026.

5.	Exceptional items

2024

2023

as

restated

£

£

Exceptional items

-

(8,837,514

)

In 2023, the company recorded an impairment of certain machinery totalling £8,623,188, as it was unable to achieve the required speed and production volume necessary for a favourable economic return. Consequently, the company also impaired the associated intellectual property rights linked to this machinery totalling £214,326.

6.

Interest payable and similar expenses

2024

2023

as

restated

£

£

Lease interest

416,521

318,838

Loan interest

916,293

589,216

Other interest payable

-

14,438

1,332,814

922,492

7.	Loss before taxation

The loss before taxation is stated after charging / (crediting)

2024

2023

As restated

£

Depreciation - owned assets

902,919

1,361,987

Depreciation - right-of-use assets

436,467

484,394

Auditors' remuneration

23,750

36,166

Foreign exchange differences

288,261

(403,443

)

8.

Taxation

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Factors affecting the tax expense

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

as

restated

£

£

Loss before income tax

(3,100,549

)

(13,187,429

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

(775,137

)

(3,099,046

)

Effects of:

Non-deductible expenses

-

207,140

Depreciation on ineligible assets

101,368

-

Other permanent differences

107

-

Capital allowances in excess of depreciation

(398,671

)

-

Reversal of provisions

(16,133

)

-

Losses carried forward

1,088,466

2,891,906

Tax expense

-

-

Factors that may affect future tax charges

The company has performed an assessment of its potential exposure to Pillar Two income taxes for the year ended 31 December 2024. The company is a member of Iris Holding Sub, Inc, which is within the scope of the OECD's Pillar Two tax rules based on the most recent tax filings and financial statements for the year ended 31 December 2024.

Based on the assessment, the company has identified no potential exposure to Pillar Two income taxes as the standard tax rate applicable to the company's profits in the United Kingdom is 25%, which is above the Pillar Two effective tax rate of 15%.

9.	Prior year adjustment

a) A prior year adjustment has been processed to reclassify certain costs between cost of sales, administrative expenses and wages and salaries to better reflect their nature. The adjustment has resulted in an increase to cost of sales by £5,851,542 with a corresponding decrease from administrative expenses.

b) A prior year adjustment has been processed to reclassify £1,566,445 out of finished goods and in to prepayments to reflect the title of the stock at year-end. The closing stock in 2023 has decreased and

cost of sales have increased as a result of the adjustment.

There is no impact on the profits, tax, assets or liabilities for 2023 as a result of the adjustments above.

10.	Tangible fixed assets

Leasehold

Leasehold

Plant and

improvements

property

machinery

£

£

£

Cost

At 1 January 2024

3,771,310

4,521,008

800,311

Additions

506,077

-

1,915,752

At 31 December 2024

4,277,387

4,521,008

2,716,063

Depreciation

At 1 January 2024

521,188

726,591

800,311

Charge for year

458,993

436,467

6,941

At 31 December 2024

980,181

1,163,058

807,252

Net book value

At 31 December 2024

3,297,206

3,357,950

1,908,811

At 31 December 2023

3,250,122

3,794,417

-

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

Cost

At 1 January 2024

61,478

2,803,007

11,957,114

Additions

-

153,664

2,575,493

At 31 December 2024

61,478

2,956,671

14,532,607

Depreciation

At 1 January 2024

18,742

565,490

2,632,322

Charge for year

12,508

424,477

1,339,386

At 31 December 2024

31,250

989,967

3,971,708

Net book value

At 31 December 2024

30,228

1,966,704

10,560,899

At 31 December 2023

42,736

2,237,517

9,324,792

11.

Stocks

2024

2023

as

restated

£

£

Raw materials

790,665

618,016

Finished goods

1,537,656

787,720

2,328,321

1,405,736

In the opinion of the directors, the replacement cost of the stock did not differ significantly from their carrying amounts.