Company Registration No. 03153417 (England and Wales)
Cardel Limited
Annual report and financial statements
for the year ended 31 December 2025
Cardel Limited
Company information
Directors
Mr R Evans
Mr M Haldane
Ms L Mendelsohn
Mr I Vincent
Mr D Russell
Secretary
Mr R Evans
Company number
03153417
Registered office
5 The Marquis Centre
Royston Road
Baldock
Hertfordshire
SG7 6XL
Independent auditor
Saffery LLP
Westpoint
Peterborough Business Park
Lynch Wood
Peterborough
PE2 6FZ
Cardel Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
Cardel Limited
Strategic report
For the year ended 31 December 2025
1

The directors present the ir strategic report of the Company for the year ended 31 December 2025.

Review of the business

The Company grew its revenue and continued to trade profitably during the year, and generated cash from operating activities. Sales of the company’s core lamination products increased from the prior year as the Company focused on improvements to quality and operational efficiency.

In addition, the Company continued to invest in new equipment to improve performance, quality and efficiency.

Following the fire at the company’s indirect subsidiary, VTT Verschleissteiltechnik GmbH, on 1 January 2025 which destroyed that company’s premises, alternative premises and replacement equipment were obtained and they returned to production in June 2025. They will continue to operate from temporary premises until a return to a new purpose-built facility in 2026.

Principal risks and uncertainties

The Company is subject to various risks and uncertainties which are considered by the Directors on both individual and combined bases. The principal risks facing the Company are detailed below;

Customer Risk – the Company has a wide range of customers and is therefore not overly reliant on any one specific customer.

Financial Risks

Credit Risk – the Company negotiates specific payment terms with customers based on their credit worthiness and payment history.

Foreign Exchange Risk – the Company makes both sales and purchases in different currencies. A number of hedging strategies are applied to minimise this risk.

Operational Risks

Supply Chain Risk – the Company sources a large proportion of materials from overseas and has worked with suppliers to secure supply and minimise disruption from global events.

Manufacturing Risk – the Company continues to invest in new machinery & equipment, staff recruitment & training and production technology to both develop new products and to improve quality and speed of production of existing products.

Key performance indicators

The Directors monitor the performance of the Company using several key financial and indicators including

• Revenue

• Gross Profit

• Operating Profit

• Operating cash flows

• Working capital

• Capital expenditure

• Order intake and order book

Other performance indicators

In addition to the above financial metrics the Company additionally uses non-financial metrics to measure performance, including

• On time deliveries

• Employee numbers

• Health & Safety performance including accident rates

Cardel Limited
Strategic report (continued)
For the year ended 31 December 2025
2

On behalf of the board

Mr M Haldane
Director
20 March 2026
Cardel Limited
Directors' report
For the year ended 31 December 2025
3

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

Principal activities

The principal activity of the company continued to be that of manufacturer of specialist products used to make smart cards, printed circuit boards and other industrial laminated products.

Results and dividends

The results for the year are set out on page 8.

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

Directors

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

Mr R Evans
Mr M Haldane
Ms L Mendelsohn
Mr I Vincent
Mr D Russell
Research and development

The business undertakes research and development with the aim of expanding the range of services offered to customers, including new security features, longer-lifespan lamination products, recycled PVC and Eco-friendly adhesives.

Future developments

Although trading conditions in the current climate remain challenging, the directors continue to investigate opportunities to grow the Company and extend the range of services offered to customers, including new security features, longer-lifespan lamination products, recycled PVC and Eco-friendly adhesives.

The Company continues to work internally and with customers on research and development to bring new products and features to the market.

Following the fire at the company’s indirect subsidiary, VTT Verschleissteiltechnik GmbH, on 1 January 2025 which destroyed that company’s premises, alternative premises and replacement equipment were obtained and they returned to production in June 2025. They will continue to operate from temporary premises until a return to a new purpose-built facility in 2026.

Auditor

Saffery LLP have expressed their willingness to continue in office.

Statement of directors' responsibilities

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:

Cardel Limited
Directors' report (continued)
For the year ended 31 December 2025
4

- 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 of disclosure to auditor

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.

Going Concern

The directors have assessed the Cardel group’s ability to continue to trade on a Going Concern basis based on the current performance of the Cardel group as a whole and including events after the balance sheet date. This review considers the consolidated financial position across all Cardel group companies, as well as the trading operations of those same companies. The directors have prepared forecasts to December 2026 and performed stress testing for the wider Cardel group on a consolidated basis, taking into account the financing of the Cardel Group and events in the wider global economy. The directors note that the Cardel group generated positive earnings before interest, depreciation and amortisation and generated positive operating cash flows during both the year and the prior year.

The directors are satisfied that it remains appropriate to prepare Financial Statements on a Going Concern basis.

Matters covered in the Strategic report

Details of the company's financial risk management objectives and policies and its principal activity are not shown in the Director's report because they are instead shown in the Strategic report under S414C(11).

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr M Haldane
Director
20 March 2026
Cardel Limited
Independent auditor's report
To the member of Cardel Limited
5
Opinion

We have audited the financial statements of Cardel Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

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.

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 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.

Cardel Limited
Independent auditor's report
To the member of Cardel Limited (continued)
6

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' r eport 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.

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 identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 4, 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.

Auditor's 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 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.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and updating our understanding of the sector in which the company operates.

Cardel Limited
Independent auditor's report
To the member of Cardel Limited (continued)
7

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company’s records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company’s policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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.

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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Ross Lomas
Senior Statutory Auditor
For and on behalf of Saffery LLP
20 March 2026
Statutory Auditors
Westpoint
Peterborough Business Park
Lynch Wood
Peterborough
PE2 6FZ
Cardel Limited
Statement of comprehensive income
For the year ended 31 December 2025
8
2025
2024
Notes
£
£
Turnover
3
8,523,528
8,256,696
Cost of sales
(5,092,935)
(5,361,179)
Gross profit
3,430,593
2,895,517
Administrative expenses
(2,321,987)
(2,024,729)
Operating profit
4
1,108,606
870,788
Interest receivable and similar income
8
767,827
685,471
Interest payable and similar expenses
9
-
0
(1,593,355)
Profit/(loss) before taxation
1,876,433
(37,096)
Tax on profit/(loss)
10
(31,911)
8,709
Profit/(loss) for the financial year
1,844,522
(28,387)

The income statement has been prepared on the basis that all operations are continuing operations.

Cardel Limited
Statement of financial position
As at 31 December 2025
9
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
430,229
372,214
Investments
12
350,853
350,853
781,082
723,067
Current assets
Stocks
14
1,626,492
1,696,325
Debtors
15
7,963,904
8,928,898
Cash at bank and in hand
932,713
733,673
10,523,109
11,358,896
Creditors: amounts falling due within one year
16
(689,332)
(702,952)
Net current assets
9,833,777
10,655,944
Total assets less current liabilities
10,614,859
11,379,011
Creditors: amounts falling due after more than one year
17
(7,936,806)
(10,588,392)
Provisions for liabilities
Deferred tax liability
18
92,909
49,997
(92,909)
(49,997)
Net assets
2,585,144
740,622
Capital and reserves
Called up share capital
20
1,002
1,002
Profit and loss reserves
2,584,142
739,620
Total equity
2,585,144
740,622
The financial statements were approved by the board of directors and authorised for issue on 20 March 2026 and are signed on its behalf by:
Mr R Evans
Mr M Haldane
Director
Director
Company Registration No. 03153417
Cardel Limited
Statement of changes in equity
For the year ended 31 December 2025
10
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
1,002
768,007
769,009
Year ended 31 December 2024:
Loss and total comprehensive income
-
(28,387)
(28,387)
Balance at 31 December 2024
1,002
739,620
740,622
Year ended 31 December 2025:
Profit and total comprehensive income
-
1,844,522
1,844,522
Balance at 31 December 2025
1,002
2,584,142
2,585,144
Cardel Limited
Notes to the financial statements
For the year ended 31 December 2025
11
1
Accounting policies
Company information

Cardel Limited is a private company limited by shared incorporated in England and Wales under the Companies Act 2006. The address of the registered office is 5 Marquis Centre, Baldock, Hertfordshire, SG7 6XL and the nature of the Company's operations and its principal activity is manufacturer of specialist produced used to make smart cards, printed circuit boards and other industrial laminated products.

1.1
Accounting convention

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 a mounts 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. T he company has therefore taken advantage of e xemptions 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 400 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.

Cardel Limited is a wholly owned subsidiary of Cardel Group Limited and the results of Cardel Limited are included in the consolidated financial statements of Lifco AB which are available from www.lifco.se/investors.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true Further details of the director's assessment are disclosed in the Director's report.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
12
1.3
Turnover

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

1.4
Tangible fixed assets

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:

Leasehold land and buildings
15 years straight-line
Plant and equipment
5 years straight-line
Fixtures and fittings
15% on reducing balance
Computers
3 years straight-line

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.

1.5
Fixed asset investments

Interests in subsidiaries 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.

1.6
Stocks

Stocks are stated at the lower of cost or net realisable value using a standard cost model. The standard cost comprises direct materials and where applicable shipping costs and those overheads that have been incurred in bringing the stock to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs to sell.

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.

1.7
Cash and cash equivalents

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.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
13
1.8
Financial instruments

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 statement of financial position 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

Basic financial assets, which include debtors, 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

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.

Classification of financial liabilities

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

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 paymen ts 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. A m ounts 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.

Other financial liabilities

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 th r ough 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.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
14
Derecognition of financial liabilities

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

1.9
Equity instruments

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.

1.10
Taxation

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

Current 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 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

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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.

1.11
Employee benefits

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.

1.12
Retirement benefits

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

1.13
Leases

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 lease s asset are consumed.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
15
1.14
Foreign exchange

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.

1.15

Research and development

In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2
Critical accounting judgements and key sources of estimation uncertainty

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.

Critical judgements

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

Carrying value of investments

The carrying amount of investments recognised by the Company are material to these financial statements. The directors have assessed at the balance sheet date whether any indicators of impairment exist and have no concerns in this regard. In conducting their assessment, the directors have considered future plans for the business, including detailed forecasts, and the performance of the trading subsidiary for the year ended 31 December 2025.

3
Turnover
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
626,252
642,465
Rest of Europe
1,209,823
1,465,342
Rest of the world
6,687,453
6,148,889
8,523,528
8,256,696

All turnover relates to the same class of activity.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
16
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
329,115
112,200
Research and development costs
272,226
230,885
Depreciation of owned tangible fixed assets
126,615
85,636
Operating lease charges
123,071
89,516
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
25,200
24,000
6
Employees

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

2025
2024
Number
Number
Administration
15
15
Production
21
22
Total
36
37

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,606,266
1,522,477
Social security costs
207,822
163,907
Pension costs
34,517
34,507
1,848,605
1,720,891
Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
17
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
432,400
392,259
Company pension contributions to defined contribution schemes
12,963
12,963
445,363
405,222

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
150,088
137,421
Company pension contributions to defined contribution schemes
7,321
7,321
8
Interest receivable and similar income
2025
2024
£
£
Interest on bank deposits
436
-
0
Interest receivable from group companies
420,978
685,471
Exchange differences arising on borrowings
346,413
-
0
Total income
767,827
685,471
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
-
630,297
Interest payable to group undertakings
-
0
138,256
Amortisation of issue costs
-
0
528,342
Exchange differences arising on borrowings
-
0
296,460
-
0
1,593,355
Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
18
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
11,324
-
0
Adjustments in respect of prior periods
(22,325)
-
0
Total current tax
(11,001)
-
0
Deferred tax
Origination and reversal of timing differences
42,912
(8,709)
Total tax charge/(credit)
31,911
(8,709)

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

2025
2024
£
£
Profit/(loss) before taxation
1,876,433
(37,096)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
469,108
(9,274)
Tax effect of expenses that are not deductible in determining taxable profit
1,428
-
0
Tax effect of income not taxable in determining taxable profit
(11,324)
-
0
Tax effect of utilisation of tax losses not previously recognised
-
0
565
Adjustments in respect of prior years
(22,323)
-
0
Group relief
(425,854)
-
0
Movement in deferred tax not recognised
20,876
-
0
Taxation charge/(credit) for the year
31,911
(8,709)
Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
19
11
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2025
239,700
1,026,855
57,017
384,522
1,708,094
Additions
-
0
155,534
8,476
20,620
184,630
Disposals
-
0
(252,646)
(35,094)
(24,152)
(311,892)
At 31 December 2025
239,700
929,743
30,399
380,990
1,580,832
Depreciation and impairment
At 1 January 2025
155,388
810,720
40,126
329,646
1,335,880
Depreciation charged in the year
8,975
83,969
3,395
30,276
126,615
Eliminated in respect of disposals
-
0
(252,646)
(35,094)
(24,152)
(311,892)
At 31 December 2025
164,363
642,043
8,427
335,770
1,150,603
Carrying amount
At 31 December 2025
75,337
287,700
21,972
45,220
430,229
At 31 December 2024
84,312
216,135
16,891
54,876
372,214
12
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
13
350,853
350,853
13
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Platin GmbH
Germany
Ordinary
100
-
VTT Verschleissteiltechnik GmbH
Germany
Ordinary
0
100
14
Stocks
2025
2024
£
£
Raw materials and consumables
1,461,580
1,507,703
Work in progress
55,965
93,617
Finished goods and goods for resale
108,947
95,005
1,626,492
1,696,325
Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
14
Stocks (continued)
20

The carrying value of inventories includes write‑downs to net realisable value totalling £356,558 (2024: £246,558).

15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,555,912
1,730,306
Prepayments and other debtors
81,639
74,673
1,637,551
1,804,979
2025
2024
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
6,326,353
7,123,919
Total debtors
7,963,904
8,928,898

Trade debtors are shown net after an impairment provision of £140,302 (2024 - £138,583) in respect of bad and doubtful trade debtors.

Amounts owed by group undertakings are unsecured and not due for repayment before 31 March 2027. Interest is charged on outstanding balances at a rate of 1.75% above the Bank of England base rate.

16
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
363,545
468,160
Taxation and social security
48,554
41,991
Other creditors
82
-
0
Accruals and deferred income
277,151
192,801
689,332
702,952
Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
21
17
Creditors: amounts falling due after more than one year
2025
2024
£
£
Amounts owed to group undertakings
7,936,806
10,588,392

Amounts owed to group undertakings are unsecured and are not due for repayment before June 2027. No interest is charged on the outstanding balances.

18
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£
£
£
£
Accelerated capital allowances
93,447
79,185
-
-
Tax losses
-
-
-
27,699
Other short term timing differences
(538)
(1,489)
-
-
92,909
77,696
-
27,699
2025
Movements in the year:
£
Liability at 1 January 2025
49,997
Charge to profit or loss
42,912
Liability at 31 December 2025
92,909

The deferred tax liability set out above is not expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
34,517
34,507

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.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
22
20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,002
1,002
1,002
1,002
21
Operating lease commitments
Lessee

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

2025
2024
£
£
Within one year
128,000
87,000
Between two and five years
454,000
348,000
In over five years
-
0
29,000
582,000
464,000
22
Capital commitments

Amounts contracted for but not provided in the financial statements:

2025
2024
£
£
Acquisition of tangible fixed assets
58,160
-

As at 31 December 2025, the outstanding payment for the purchase of tangible fixed assets was £58,1 6 0. A deposit of £14,540 was paid during the year.

23
Related party transactions

The company has taken an exemption not to disclose transactions with other wholly owed members of the group headed by Cardel Group Limited. Related outstanding balances at the year end are shown separately in notes 15 and 17 of these financial statements.

Cardel Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
23
24
Ultimate controlling party

The immediate parent undertaking is Cardel Group Limited.

Ultimate Parent Company

The ultimate parent company is Carl Bennet AB, a company incorporated in Sweden (Reg: 556379-0715), whose registered address is Box 7171, SE-402 33 Göteborg, Sverige, Sweden.

The largest group of which the company is a member and for which consolidated group financial statements are prepared is Carl Bennet AB, a company incorporated in Sweden and whose registered address is Box 7171, SE-402 33 Göteborg, Sverige, Sweden.

The smallest group of which the company is a member and for which consolidated group financial statements are prepared is Lifco AB (publ), a company incorporated in Sweden and whose registered address is Verkmästaregatan 1, 745 85, Enköping, Sweden. Copies of the financial statements of Lifco AB (publ) are available at www.lifco.se/investors .

Ultimate controlling party

The ultimate controlling party is Carl Bennet by virtue of his shareholding in Carl Bennet AB.

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