The directors present the strategic report of Plastics Capital Trading Limited for the year ended 31 March 2025.

PCTL is a holding company within the Synnovia Limited group of companies (“the Synnovia Group”). It does not directly trade with third parties. Group functions are based within this entity and the cost of these functions is recharged to trading subsidiaries of the company on a basis which is proportional to the time or usage of that group function.

There was a high value of exceptional costs during the year, these related to a group-wide restructuring process which started during the year ended 31 March 2024 and continued during the year ended 31 March 2025. These included the write down of subsidiary investment values.

The Company, like all businesses, is exposed to risks and uncertainties that could impact its financial performance or reputation. The responsibility for risk management and internal control lies with the Board. The Company operates a robust risk management framework, and through the application of reasoned judgement the Board uses this to balance risk with business opportunities.

The principal risks that PCTL face are:

• Critical infrastructure failure / major cyber-attack – like many other businesses, it is critical for PCTL to have the right business continuity plans in place to continue trading in the event of a critical failure in infrastructure such as a major systems outage, equipment failure or a major cyber security attack. Each subsidiary has a disaster recovery plan in place and Synnovia continues to invest in IT and security software.

• Key man risk – the Company employs key senior members of staff within its group functions. These individuals are critical to driving the strategy of the Synnovia Group and are a valuable resource. The Company ensures that there are appropriate segregation of duties and sharing of critical knowledge and information to ensure that this risk is minimised.

The Board regularly reviews and updates forecasts covering the forthcoming 12 months and the next 5 years. As the Company is a holding company which recharges its services, the going concern of this entity is dependent on the Synnovia Group as a whole.

The latest forecasts of the Synnovia Group produced by the directors demonstrate a recovery of sales volumes in the next two years, together with a well-controlled cost base. The directors are confident this recovery will generate good profit returns and cash.

The directors confirm that they believe the going concern basis of preparation is appropriate.

As a holding company, there are few key performance indicators. Key performance indicators are in place at the various trading subsidiaries.

The key performance indicator most relevant to the company is the carrying value of investments which has decreased from £30.5m to £26.3m. This reflects challenging conditions for the trading subsidiaries however various improvements in business operations are being made which the directors are confident will lead to long term growth.

The Directors act in good faith to promote the success of the group for the benefit of its members as a whole and have developed a range of Core Values to which we adhere. The Strategic Report and Directors Report describe the activities of the Directors in detailed areas.

Our core values are those values we hold which form the foundation on how we perform work and conduct ourselves. In an ever-changing world, our core values are constant. They are not descriptions of the work we do, but rather these values underly our work, how we interact with each other, and which strategies we employ to fulfil our goals. The core values are the basic elements of how we go about our work. They are the practices we use every day in everything we do.

Our core values and behaviours have recently been refreshed and are as follows:

Developing individuals

• Support – use our skills to develop and support those around us

• Solutions focussed – be pro-active, be forward-focussed to help mitigate risk and find solutions

• Integrity – hold ourselves to the highest standards, be responsible and honest in all situations

• Professionalism – exhibit behaviours and attitudes that reflect positively on ourselves and the organisation

• Learning – actively seek to improve our capabilities, for ourselves and for the organisation

Creating Value

• Sustainable partnerships – ensure excellence in relationships with internal and external stakeholders

• Seek profitable growth – generate profitable and sustainable growth for the organisation

• Customer focus – provide solutions not just products, be a partner to our customers

• Innovation – nurture a culture of Continuous Improvement and challenge ourselves to be the best

Building Teams

• Empowerment – create shared goals and set clear expectations of each other; we are better together

• Respect – Treat others as we would want to be treated, and be open to feedback on our behaviours

• Communication – be clear and responsive, listen actively, share knowledge and be open with ideas

• Collaborative – by working together as one team we will all succeed

• Diversity and Inclusion – foster a culture of positive inclusivity, different perspectives make us stronger

Alongside the updated values, the Group will shortly be launching a Group wide inclusion and education programme that will engage with every employee, regardless or role or status.

On behalf of the board

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

The principal activity of Plastics Capital Trading Limited ("the Company") was the provision of head office services for the wider Synnovia Limited Group.

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

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

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

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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 company’s auditor 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 company’s auditor is aware of that information.

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 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;

• 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 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. Directors 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.

We have audited the financial statements of Plastics Capital Trading Limited (the 'company') for the year ended 31 March 2025 which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity 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 FRS 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 31 March 2025 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 Auditor's 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.

Material Uncertainty related to going concern

We draw attention to Note 1.2 in the financial statements, which indicate that the group of which the company is part may need additional working capital within the next 12 months which is not currently irrevocably secured at the date of approval of the financial statements. The group has the ongoing support from its principal shareholders to continue to enable the company to repay its debts as they fall due for a period of at least 12 months from the date of approval of the financial statements, however this support is not legally binding nor open-ended.

These conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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

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 there is 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 Directors' Report and Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Directors' Report and Strategic Report have been prepared in accordance with applicable legal requirements.

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 and 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, 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.

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 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.

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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

Plastics Capital Trading Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O BNL (UK) Limited, Manse Lane, Knaresborough, North Yorkshire, HG5 8LF.

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.

This 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:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The financial statements of the company are consolidated in the financial statements of Synnovia Limited and BPF1 Limited. These consolidated financial statements are available from Companies House.

The company made a loss for the year of £7.4m (2024: £4.5m). As at the balance sheet date, the company had net current liabilities of £61.1m (2024: £55.6m) and net liabilities of £34.7m (2024: £27.3m). true

The company is an obligor to a group bank facility agreement and is ultimately financed by the group’s facility as part of the Synnovia Limited group of companies. The group meets its funding requirements through a group wide term loan, asset-based finance facility and invoice discounting facility.

BPF1 Limited, the ultimate parent company, has provided confirmation of its continued support for Plastics Capital Trading Limited. In addition, the immediate parent, Synnovia Limited has confirmed that it will continue to make available such funds and provide financial support as required by the company for a period of at least twelve months from the date of the approval of these financial statements. Synnovia Limited will also not seek repayment of the amounts owed by the company which as at 31 March 2025 amounted to £53.3m (2024: £49.3m).

The directors of BPF1 Limited have produced forecasts for the group as a whole (this includes the ultimate parent undertaking BPF1 Limited and the Synnovia Limited group of companies including Plastics Capital Trading Limited) and as a result, they have a reasonable expectation that the group and hence the company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements.

However, as disclosed in the BPF1 Limited consolidated financial statements, the group may require additional working capital within the next 12 months which is currently not irrevocably negotiated. The directors are confident they will be able to secure this working capital (should it be required) based on arrangements with existing funders, and the company’s principal shareholder has provided a letter of support indicating it will continue to support the group to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements. The directors are confident this support will be forthcoming should it be required. However, the financial support provided by the shareholder is not legally binding and is not open-ended.

The lack of irrevocable secured arrangements for additional working capital being in place at the date of approval of the financial statements indicates that a material uncertainty exists that may cast significant doubt on the group’s and company's ability to continue as a going concern.

Notwithstanding the above uncertainty, the directors continue to prepare the financial statements on a going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

The company provides investment and consultancy services to the wider Synnovia Group. Revenue is recognised in the accounting period in which the services are rendered. All turnover was derived from the provision of these services.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

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 or 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.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

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

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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 company 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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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

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

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.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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 leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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 company’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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company makes an estimate of the recoverable value of amounts due from group undertakings. When assessing impairment of amounts due from group undertakings, management considers factors including ability of the group companies to repay the debt, the ageing profile of debt owed and historical experience. See note 16 for the net carrying amount of the amounts due from group undertakings.

The directors have carried out a detailed impairment review in respect of investments. The company assesses at each reporting date whether there is an indication that an asset may be impaired, by considering the net present value of discounted cash flow forecasts.

Exceptional costs include impairment charges against the company's investments in subsidiary undertakings, and recovery of amounts owed from group undertakings previously written off.

The average monthly number of persons (including directors) employed by the 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 - 3).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 1 (2024 - 1).

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

The company has c£3.9m of unused tax losses being carried forward.

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

Amounts due from Group undertakings accrue interest at 6.80% (2024: 7.47%) per annum.

Bank loans and overdrafts include bank loans falling due within one year, net of finance costs of £2,322,719 (2024: £990,437). See note 19 for further details relating to bank loans and other borrowings.

On 14 March 2024 the Company, on behalf of the Group of which it is a member, settled amounts previously outstanding in relation to a financing arrangement with Barclays Bank, and refinanced its external debt facilities with Leumi UK Group Limited, entering into facility agreements as follows:

· £15,000,000 receivables finance facility, of which £6,369,658 was drawn at the balance sheet date;

· £2,065,000 plant and machinery loan facility (of which £1,557,893 was drawn at the balance sheet date), interest accruing at 3.55% per annum over daily SONIA, with a final maturity date of 1 March 2029;

· £1,500,000 term loan facility (of which £900,000 was drawn at the balance sheet date), interest accruing at 6.45% per annum over daily SONIA, with a final maturity date of 1 September 2026.

Bank loans are presented net of costs capitalised of £135,174 (2024: £226,512). The Leumi UK Group Limited loans are secured by fixed and floating charges over the property, plant and equipment, inventories and trade receivables of Synnovia. The fair value of borrowings approximates to their carrying amount, as the impact of discounting is not significant.

At the year-end there was a covenant breach in relation to certain loans. Post year end covenants were re-negotiated and subsequently the company entered into a new refinancing agreement on 18 August 2025. In light of the breach the loan is classified as current at 31 March 2025.

The bank overdraft of £1,250,801 (2024: £2,381,199) is repayable on demand and attracts interest rates of 8% on GBP accounts, 8% on USD accounts and 6% on EUR accounts.

The Ordinary Shares carry a right to receive dividends.

Except in the event of an Exit Distribution the A Ordinary Shares, the B Ordinary Shares and the C Ordinary Shares shall not carry a right to receive dividends.

Each Ordinary Share shall carry one vote per share at all general meetings.

The A Ordinary Shares shall confer on each A Ordinary Shareholder the right to vote at all general meetings, and such A Ordinary Shares shall together carry such number of votes at such meetings that are equal to 5% of the aggregate votes attaching to all Shares in issue at such time.

The B Ordinary Shares and the C Ordinary shares shall confer no entitlement to vote at general meetings.

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.

A composite guarantee has been given to the Company and Group's bankers in respect of any debts or liabilities owing to the bank by any party to the guarantee.

At the balance sheet date, the Group's indebtedness to its bankers was £8,790,110 (2024: £9,784,341). The Group's indebtedness to its bankers is subject to meeting loan covenants.

As permitted by FRS 102 Section 33 "related party disclosures", the financial statements do not disclose transactions with the immediate parent company and wholly owned fellow subsidiaries on the basis that group financial statements are prepared. The related parties comprise other companies in the Synnovia Group, including the parent company.

During the year, the company entered into the following transactions with related parties:

The company paid consultancy fees of £175,986 (2024: £238,128) to Akali LLP, a company controlled by Faisal Rahmatallah, a Director of Synnovia Limited. There are no outstanding balances at year end.

For the year ended 31 March 2025, the company was a subsidiary of Synnovia Limited, incorporated in England and Wales. The ultimate parent company of the group is BPF1 Limited, a company incorporated in England and Wales.

BPF1 Limited is 87.68% owned and controlled by Baker Partnership L.P., a company incorporated in the Cayman Islands, with Camelot Partners LLC acting as the investment manager.

The groups in which the results of the company are consolidated are those headed by Synnovia Limited and BPF1 Limited. The consolidated financial statements are available from Companies House, Crown Way, Cardiff, CR14 3UZ.