Company registration number 10364427 (England and Wales)
GRI EXPAC LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
GRI EXPAC LIMITED
COMPANY INFORMATION
Directors
G Royle
D T Kearns
S Royle
N R Royle
D J Royle
Company number
10364427
Registered office
5 Acorn Business Park
Woodseats Close
Sheffield
England
S8 0TB
Auditor
Sumer Auditco Limited
Albert Works
Sidney Street
Sheffield
S1 4RG
Business address
Unit 1 & 2
Tomlinson Road
Leyland
Preston
PR25 2DY
GRI EXPAC LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Profit and loss account
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 28
GRI EXPAC LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

The main trading subsidiary in the Group is Expac (Preston) Limited. The strategic report below sets out the results for the trading company.

Review of the business

During 2025, the UK continued to see high energy & labour costs, combined with the uncertainty caused by US tariffs on the worldwide economy, leading to higher costs and tough market conditions. This has placed additional demands and pressures on the manufacturing industry and the UK economy as a whole.

Despite this, the Company’s performance has been impressive with over £28m turnover (68% growth on 2024) and a PBT of over £1m.

The business has been continually investing in staff, systems, and capital projects for many years. These investments in new products and technologies have greatly benefited the Company in 2025 and will continue to facilitate further significant growth going forwards. The Company is accredited with ISO9001, ISO14001 & ISO45001, as well as many industry-specific accreditations.

During 2025, capital expenditure was £1.2 m, bringing the total capital expenditure to over £5.7m in the last six fiscal years. The Company finished 2025 with £1.4m cash in the bank and with net assets of over £5.0 and is in a robust position for the future.

During 2025, we were delighted to have won the National Co-Manufacturer and Packer Company of the Year Award at the BCMPA Awards 2025 for the third time.

The ongoing strategy is to access new international markets, products and technologies, and to ensure that future growth is achieved efficiently with further added benefits for the Company’s customers, suppliers, employees and shareholders.

The Company is fully committed to ongoing improvements in all aspects of the impact of our business on the environment and people. To this end, Expac (Preston) Ltd has accreditations with BRCGS, ISO9001, ISO14001, ISO45001, ISO22716, Sedex, Ecovadis, Soil Association and COSMOS, and is engaged in several projects to reduce the environmental impact and to improve the sustainability of the materials of construction and ingredients used for our products.

On behalf of the Company, we thank our customers, suppliers, and staff for their continued commitment, and we look forward to a mutually rewarding year in 2026.

There were no subsequent events that could have a significant impact on the results of the Company for 2025.

The Company started 2026 with a satisfactory performance and is optimistic for another successful year.

On behalf of the board

D T Kearns
Director
9 July 2026
GRI EXPAC LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

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

Principal activities

The principal activity of the company is that of a holding company. The group's principal activity continued to be that of specialist formulators and contract fillers across a wide range of personal care, household, pet care and health products.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £48,000. The directors do not recommend payment of a further dividend.

Directors

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

G Royle
D T Kearns
S Royle
N R Royle
D J Royle
Auditor

Sumer Auditco Limited were appointed as auditor to the company following BHP LLP becoming part of the Sumer Group on 31 December 2025, which required a change in audit firm to comply with applicable regulatory requirements.

In accordance with section 487(2) of the Companies Act 2006, Sumer Auditco Limited are deemed to be reappointed annually.

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 prepared the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

GRI EXPAC LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
D T Kearns
Director
9 July 2026
GRI EXPAC LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GRI EXPAC LIMITED
- 4 -
Opinion

We have audited the financial statements of GRI Expac Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he 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.

GRI EXPAC LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GRI EXPAC LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent 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.

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

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the trade;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group;

- we assessed the extent of compliance with the laws and regulations considered above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

GRI EXPAC LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GRI EXPAC LIMITED
- 6 -

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

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

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

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

- tested journal entries to identify unusual transactions;

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

- investigated the rationale behind significant or unusual transactions.

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

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

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

- discussions with senior management regarding relevant regulations and reviewing the company’s legal and professional fees.

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

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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Winwood (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Chartered Accountants
Albert Works
Sidney Street
Sheffield
S1 4RG
9 July 2026
GRI EXPAC LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
3
28,633,940
17,027,596
Cost of sales
(20,876,953)
(12,878,279)
Gross profit
7,756,987
4,149,317
Administrative expenses
(6,413,500)
(3,766,731)
Operating profit
4
1,343,487
382,586
Interest payable and similar expenses
6
(122,337)
(100,846)
Profit before taxation
1,221,150
281,740
Tax on profit
7
(269,006)
120,548
Profit for the financial year
952,144
402,288
Profit for the financial year is all attributable to the owners of the parent company.
GRI EXPAC LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
561,364
886,164
Total intangible assets
561,364
886,164
Tangible assets
9
4,163,640
3,599,404
4,725,004
4,485,568
Current assets
Stocks
13
3,053,252
2,495,658
Debtors
14
7,310,886
3,599,435
Cash at bank and in hand
1,445,550
1,706,305
11,809,688
7,801,398
Creditors: amounts falling due within one year
15
(10,448,691)
(7,423,942)
Net current assets
1,360,997
377,456
Total assets less current liabilities
6,086,001
4,863,024
Creditors: amounts falling due after more than one year
16
(567,789)
(498,456)
Provisions for liabilities
Deferred tax liability
18
955,000
705,500
(955,000)
(705,500)
Net assets
4,563,212
3,659,068
Capital and reserves
Called up share capital
20
118
118
Profit and loss reserves
4,563,094
3,658,950
Total equity
4,563,212
3,659,068

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 9 July 2026 and are signed on its behalf by:
09 July 2026
D T Kearns
Director
Company registration number 10364427 (England and Wales)
GRI EXPAC LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
3,930,097
3,930,097
Current assets
Debtors
14
18
18
Creditors: amounts falling due within one year
15
(1,542,851)
(1,485,000)
Net current liabilities
(1,542,833)
(1,484,982)
Net assets
2,387,264
2,445,115
Capital and reserves
Called up share capital
20
118
118
Profit and loss reserves
2,387,146
2,444,997
Total equity
2,387,264
2,445,115

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £9,851 (2024 - £97,191 loss).

The financial statements were approved by the board of directors and authorised for issue on 9 July 2026 and are signed on its behalf by:
09 July 2026
D T Kearns
Director
Company Registration No. 10364427
GRI EXPAC LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
118
3,256,662
3,256,780
Year ended 31 December 2024:
Profit and total comprehensive income
-
402,288
402,288
Balance at 31 December 2024
118
3,658,950
3,659,068
Year ended 31 December 2025:
Profit and total comprehensive income
-
952,144
952,144
Dividends
8
-
(48,000)
(48,000)
Balance at 31 December 2025
118
4,563,094
4,563,212
GRI EXPAC LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
118
2,542,188
2,542,306
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(97,191)
(97,191)
Balance at 31 December 2024
118
2,444,997
2,445,115
Year ended 31 December 2025:
Profit and total comprehensive income
-
(9,851)
(9,851)
Dividends
8
-
(48,000)
(48,000)
Balance at 31 December 2025
118
2,387,146
2,387,264
GRI EXPAC LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
829,955
1,118,439
Interest paid
(122,337)
(100,846)
Income taxes refunded
87,048
-
0
Net cash inflow from operating activities
794,666
1,017,593
Investing activities
Purchase of tangible fixed assets
(1,200,175)
(728,156)
Net cash used in investing activities
(1,200,175)
(728,156)
Financing activities
Increase in borrowings
57,851
97,191
Increase in finance leases obligations
134,903
303,591
Dividends paid to equity shareholders
(48,000)
-
0
Net cash generated from financing activities
144,754
400,782
Net (decrease)/increase in cash and cash equivalents
(260,755)
690,219
Cash and cash equivalents at beginning of year
1,706,305
1,016,086
Cash and cash equivalents at end of year
1,445,550
1,706,305
GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

GRI Expac Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5 Acorn Business Park, Woodseats Close, Sheffield, England, S8 0TB.

The group consists of GRI Expac Limited and all of its subsidiaries.

1.1
Basis of preparation

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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

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

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

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

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company GRI Expac Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

A t the time of approving the financial statements, t he directors have a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Revenue

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), 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.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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 improvements
Over term of lease
Plant and equipment
5% & 10% straight line
Fixtures and fittings
10% straight line
Computers
33% 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 recognised in the profit and loss account.

GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.8
Fixed asset investments

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

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

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.

1.11
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.

1.12
Financial instruments

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

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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

GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Basic financial assets

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 m ethod 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.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group 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. 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.

GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Other financial liabilities

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 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
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 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.15
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.

1.16
Retirement benefits

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

1.17
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

1.18
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.

2
Judgements and key sources of estimation uncertainty

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

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

GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 19 -
Key sources of estimation uncertainty

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

Useful economic lives of tangible assets

The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values of all asset categories are reviewed on an annual basis to ensure appropriate changes are made for depreciations.

Stock provisions

Stocks are stated at the lower of cost and net realisable value. The Directors will assess the requirement for any provision for obsolete stock or value deterioration as based on historical transactions, stock utilisation patterns, regular inspection and counting of physical items.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Manufacture of personal care, household, pet care and health products
28,633,940
17,027,596
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
18,884,877
16,378,965
Rest of World
9,749,063
648,631
28,633,940
17,027,596
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
2,365
2,250
Depreciation of tangible fixed assets
635,939
474,658
Amortisation of intangible assets
324,800
324,800
Operating lease charges
341,855
328,856
GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
9
9
-
-
Administrative staff
31
25
-
-
Production staff
106
59
-
-
Total
146
93
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
4,362,675
2,605,080
-
0
-
0
Social security costs
527,199
256,612
-
-
Pension costs
78,308
57,417
-
0
-
0
4,968,182
2,919,109
-
0
-
0
6
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
86,886
86,187
Interest on finance leases and hire purchase contracts
35,451
14,659
Total finance costs
122,337
100,846
7
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
19,506
-
0
Adjustments in respect of prior periods
-
0
(87,048)
Total current tax
19,506
(87,048)
Deferred tax
Origination and reversal of timing differences
249,500
(33,500)
Total tax charge/(credit)
269,006
(120,548)
GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Taxation
(Continued)
- 21 -

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

2025
2024
£
£
Profit before taxation
1,221,150
281,740
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
305,288
70,435
Tax effect of expenses that are not deductible in determining taxable profit
81,200
92,085
Adjustments in respect of prior years
(12,153)
(87,048)
Group relief
-
0
15,297
Research and development tax credit
(66,979)
(83,850)
Other permanent differences
-
0
569
Fixed asset differences
8,941
3,886
Movement in deferred tax not recognised
(47,291)
(131,922)
Taxation charge/(credit)
269,006
(120,548)
8
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
48,000
-
GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
9
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2025
798,063
5,045,823
343,840
260,130
6,447,856
Additions
203,737
924,156
12,496
59,786
1,200,175
Disposals
-
0
(59,670)
-
0
(48,922)
(108,592)
At 31 December 2025
1,001,800
5,910,309
356,336
270,994
7,539,439
Depreciation and impairment
At 1 January 2025
525,329
1,896,354
232,415
194,354
2,848,452
Depreciation charged in the year
219,949
348,058
24,838
43,094
635,939
Eliminated in respect of disposals
-
0
(59,670)
-
0
(48,922)
(108,592)
At 31 December 2025
745,278
2,184,742
257,253
188,526
3,375,799
Carrying amount
At 31 December 2025
256,522
3,725,567
99,083
82,468
4,163,640
At 31 December 2024
272,734
3,149,469
111,425
65,776
3,599,404
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2025 and 31 December 2025
3,247,997
Amortisation and impairment
At 1 January 2025
2,361,833
Amortisation charged for the year
324,800
At 31 December 2025
2,686,633
Carrying amount
At 31 December 2025
561,364
At 31 December 2024
886,164
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
11
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
Expac (Preston) Limited
England and Wales
Ordinary
100.00
Expac Commercial Limited
England and Wales
Ordinary
100.00
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
11
-
0
-
0
3,930,097
3,930,097
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
3,930,097
Carrying amount
At 31 December 2025
3,930,097
At 31 December 2024
3,930,097
13
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
2,818,050
2,270,851
-
-
Finished goods and goods for resale
235,202
224,807
-
0
-
0
3,053,252
2,495,658
-
-
GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,006,549
3,194,466
-
0
-
0
Corporation tax recoverable
68,422
87,048
-
0
-
0
Other debtors
247,285
18
18
18
Prepayments and accrued income
988,630
317,903
-
0
-
0
7,310,886
3,599,435
18
18
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
266,327
200,757
-
0
-
0
Other borrowings
17
1,542,851
1,485,000
1,542,851
1,485,000
Trade creditors
3,715,303
2,803,816
-
0
-
0
Corporation tax payable
87,928
-
0
-
0
-
0
Other taxation and social security
522,827
521,949
-
0
-
0
Other creditors
4,021,693
2,106,801
-
0
-
0
Accruals and deferred income
291,762
305,619
-
0
-
0
10,448,691
7,423,942
1,542,851
1,485,000

Included within other creditors is an amount of £3,475,870 (2024: £1,656,997) relating to the invoice discounting facility.
Hire purchase creditors are secured upon the assets to which they relate.

16
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
567,789
498,456
-
0
-
0
GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
17
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Loans from related parties
1,542,851
1,485,000
1,542,851
1,485,000
Payable within one year
1,542,851
1,485,000
1,542,851
1,485,000

The loans are subject to interest at market rates.

18
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
955,000
705,500
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
705,500
-
Charge to profit or loss
249,500
-
Liability at 31 December 2025
955,000
-
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
78,308
57,417

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
20
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary of £1 each
53
53
53
53
B ordinary of £1 each
25
25
25
25
C ordinary of £1 each
10
10
10
10
D ordinary of £1 each
10
10
10
10
E ordinary of £1 each
2
2
2
2
G growth of £0.01 each
341
341
4
4
H growth of £0.01 each
341
341
3
3
I growth of £0.01 each
227
227
3
3
J growth of £0.01 each
227
227
2
2
L shares of £0.01 each
228
228
2
2
M shares of £0.01 each
227
227
2
2
N shares of £0.01 each
227
227
2
2
1,918
1,918
118
118

All ordinary shares hold full voting rights and entitle the holder to full participation in respect of equity and in the event of a winding up.

All growth shares hold the rights to one vote per 100 shares held but do not entitle the holder to any rights of a return of assets in the event of a winding up or capital reduction.

Different dividends may be declared in respect of each class of share.

21
Operating lease commitments
As lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
340,514
341,855
-
-
Years 2-5
219,215
160,375
-
-
559,729
502,230
-
-
GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
22
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2025
2024
2025
2024
£
£
£
£
Acquisition of tangible fixed assets
9,000
145,254
-
-
23
Related party transactions
Transactions with related parties

Nature of related party relationship

I Love Cosmetics Limited is a subsidiary of GRI Brands Limited, a company which is under common control. Sales have been made to I Love Cosmetics Limited during the year totaling £1,006,313 (202 4: £1,201,892).

Libra Speciality Chemicals Limited is a subsidiary of GRI Libra Limited, a company which is under common control. Purchases have been made from Libra Speciality Chemicals Limited in the year totaling £2,174,797 (202 4: £936,800).

Management charges

GRI Group Limited is a subsidiary of GRI Whirlow Limited, a company which is under common control. Management charges of £1,103,760 were paid to GRI Group Limited during the year (20 24: £nil).

Outstanding balances

At year end £264,238 (2024: £1 34,932) was owed from I Love Cosmetics Limited. This amount is included within trade debtors.

At year end £412,407 (20 24: £226,558) was owed to Libra Specialty Chemicals Limited. This amount is included within trade creditors.

At year end £1,978,834 (202 4: £1,891,948) was owed to GRI Group Limited. This amount is included within other creditors.

At year end £822 (2024: £nil) was owed to I Love Cosmetics Limited. This amount is included within other creditors.

24
Controlling party

The ultimate controlling party is G Royle who owns a majority shareholding in GRI Expac Limited.

GRI EXPAC LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
25
Cash generated from group operations
2025
2024
£
£
Profit after taxation
952,144
402,288
Adjustments for:
Taxation charged/(credited)
269,006
(120,548)
Finance costs
122,337
100,846
Amortisation and impairment of intangible assets
324,800
324,800
Depreciation and impairment of tangible fixed assets
635,939
474,658
Movements in working capital:
Increase in stocks
(557,594)
(471,777)
Increase in debtors
(3,730,077)
(1,749,932)
Increase in creditors
2,813,400
2,158,104
Cash generated from operations
829,955
1,118,439
26
Analysis of changes in net debt - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
1,706,305
(260,755)
1,445,550
Borrowings excluding overdrafts
(1,485,000)
(57,851)
(1,542,851)
Obligations under finance leases
(699,213)
(134,903)
(834,116)
(477,908)
(453,509)
(931,417)
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