REGISTERED NUMBER: 12063987 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

A.I.L HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mr D Farmer

Mr B G Jones

REGISTERED OFFICE:

Suite F & G, Level 3

No 1 Booth Park

Chelford Road

Knutsford

Cheshire

WA16 8GS

REGISTERED NUMBER:

12063987 (England and Wales)

AUDITORS:

Dunhams

Chartered Accountants and

Statutory Auditor

11 Warwick Road

Old Trafford

Stretford

Manchester

M16 0QQ

The directors present their strategic report for the year ended 30 November 2025.

ON BEHALF OF THE BOARD:

Mr B G Jones - Director

6 July 2026

The directors present their report with the financial statements of the company for the year ended 30 November 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30 November 2025.

DIRECTORS

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

Mr D Farmer

Mr B G Jones

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Dunhams, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr B G Jones - Director

6 July 2026

Opinion

We have audited the financial statements of A.I.L Holdings Limited (the 'company') for the year ended 30 November 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 30 November 2025;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and

determined that the most significant are those which relate to the financial reporting framework (FRS 102 and the

Companies Act 2006) and the relevant direct tax regulations.

We understood how A.I.L Holdings Limited is complying with those frameworks by making enquiries with management, who in this instance are the same as those charged with governance to understand how the Company maintains and communicates its policies and procedures in these areas and to understand the controls put in place to reduce the risk of non-compliance.

We documented our understanding of controls put in place by management to reduce the opportunities for fraudulent transactions and enquired as to the results of their own assessment of those controls during the year.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud

might occur, through internal team conversations and inquiry of management.

We considered the risk of management override by testing the entire population of journals, investigating them to gain an understanding and then agreeing a sample of them to source documentation.

We also reviewed and assessed both individually and cumulatively accounting estimates included in the financial

statements to assess the extent to which they gave rise to indication of management bias, fraud, or material

misstatement.

Based on this understanding we designed our audit procedures to identify noncompliance with such laws and

regulations. Our procedures involved verifying that material transactions were recorded in compliance with FRS 102

and, where appropriate, Companies Act 2006.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Andrew Edwards ACA FCCA (Senior Statutory Auditor)

for and on behalf of Dunhams

Chartered Accountants and

Statutory Auditor

11 Warwick Road

Old Trafford

Stretford

Manchester

M16 0QQ

6 July 2026

TURNOVER

-

-

OPERATING PROFIT

-

-

Income from shares in group undertakings

-

1,000,000

PROFIT BEFORE TAXATION

-

1,000,000

Tax on profit

4

-

-

PROFIT FOR THE FINANCIAL YEAR

-

1,000,000

PROFIT FOR THE YEAR

-

1,000,000

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

-

1,000,000

FIXED ASSETS

Investments

6

24,135,180

24,135,180

CURRENT ASSETS

Cash in hand

100

100

TOTAL ASSETS LESS CURRENT LIABILITIES

24,135,280

24,135,280

CAPITAL AND RESERVES

Called up share capital

8

300

300

Share premium

9

12,007,350

12,007,350

Retained earnings

9

12,127,630

12,127,630

SHAREHOLDERS' FUNDS

24,135,280

24,135,280

The financial statements were approved by the Board of Directors and authorised for issue on 6 July 2026 and were signed on its behalf by:

Mr B G Jones - Director

Mr D Farmer - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 December 2023

300

12,127,630

12,007,350

24,135,280

Changes in equity

Dividends

-

(1,000,000

)

-

(1,000,000

)

Total comprehensive income

-

1,000,000

-

1,000,000

Balance at 30 November 2024

300

12,127,630

12,007,350

24,135,280

Changes in equity

Balance at 30 November 2025

300

12,127,630

12,007,350

24,135,280

Cash flows from operating activities

Cash generated from operations

1

-

-

Cash flows from investing activities

Dividends received

-

1,000,000

Net cash from investing activities

-

1,000,000

Cash flows from financing activities

Equity dividends paid

-

(1,000,000

)

Net cash from financing activities

-

(1,000,000

)

Increase in cash and cash equivalents

-

-

Cash and cash equivalents at beginning of year

2

100

100

Cash and cash equivalents at end of year

2

100

100

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit for the financial year

-

1,000,000

Finance income

-

(1,000,000

)

Cash generated from operations

-

-

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 November 2025

30.11.25

1.12.24

£

£

Cash and cash equivalents

100

100

Year ended 30 November 2024

30.11.24

1.12.23

£

£

Cash and cash equivalents

100

100

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.12.24

Cash flow

At 30.11.25

£

£

£

Net cash

Cash at bank and in hand

100

-

100

100

-

100

Total

100

-

100

1.	STATUTORY INFORMATION

A.I.L Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The financial statements are presented rounded to the nearest pound sterling.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about A.I.L Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, A.i.l Packaging Holding Limited, Suite F & G, Level 3 No 1 Booth Park.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are based on historical experience and other factors considered relevant. Actual results may differ from those 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 and, where applicable, in future periods.

Critical accounting judgements

The principal judgement in the preparation of these financial statements relates to the assessment of the carrying value of the Company’s investment in subsidiary undertakings and whether there are indicators of impairment at the reporting date.

Management has considered the financial position and performance of the underlying subsidiary undertaking and, on the basis of that review, the directors are satisfied that no impairment provision is required at the reporting date.

Key sources of estimation uncertainty

The directors do not consider that there are any key assumptions or other sources of estimation uncertainty at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial assets

Basic financial assets, including amounts owed by group undertakings, other receivables and cash and cash equivalents, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the asset is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost, where applicable, less any impairment.

Financial assets are derecognised when the contractual rights to the cash flows from the asset expire or are settled, or when substantially all the risks and rewards of ownership have been transferred.

Financial liabilities

Basic financial liabilities, including amounts owed to group undertakings and other payables, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the liability is measured at the present value of the future payments discounted at a market rate of interest.

Such liabilities are subsequently carried at amortised cost, where applicable.

Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any related tax effects.

Dividends and other distributions to the company’s shareholders are recognised as a liability in the period in which they are approved by the shareholders.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 November 2025 nor for the year ended 30 November 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

£

£

Directors' remuneration

-

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 November 2025 nor for the year ended 30 November 2024.

5.

DIVIDENDS

2025

2024

£

£

C Ordinary shares of £1 each

Interim

-

1,000,000

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 December 2024

and 30 November 2025

24,135,180

NET BOOK VALUE

At 30 November 2025

24,135,180

At 30 November 2024

24,135,180

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Ardale International Limited

Registered office: Suite F&G, Level 3 No 1 Booth Park

Nature of business: import and distribution of packaging products

%

Class of shares:

holding

Ordinary

100.00

30.11.25

30.11.24

£

£

Aggregate capital and reserves

19,476,315

13,782,505

Profit for the year

5,693,910

5,423,293

7.	SECURED DEBTS

The company has granted HSBC UK Bank plc a debenture comprising fixed and floating charges over substantially all of the assets and undertaking of the company. At 30 November 2025, no amounts were owed by the company under the related banking facilities.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

83

A Ordinary

£1

83

83

17

B Ordinary

£1

17

17

100

C Ordinary

£1

100

100

100

Preference

£1

100

100

300

300

9.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 December 2024

12,127,630

12,007,350

24,134,980

Profit for the year

-

-

At 30 November 2025

12,127,630

12,007,350

24,134,980

10.	ULTIMATE PARENT COMPANY

A.i.l Packaging Holdings Limited is regarded by the directors as being the company's ultimate parent company.

11.	ULTIMATE CONTROLLING PARTY

The controlling party is Mr B G Jones.