Registered number: 11001841
FOR THE YEAR ENDED 28 FEBRUARY 2026
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2026
The directors present their Strategic Report of the company for the year ended 28 February 2026.
The company extended its year end from 26 February 2026 to 28 February 2026. Due to the minimal time between these dates we have referred to the current and prior period as "year" throughout.
The company is involved in the commercial manufacture of specialised paper for use in the security paper markets, primarily passports. The company, trading under the Portals name, is well respected and known in the market due to its 300-year heritage. Its success is underpinned by strong relationships with strategic purchasers of security paper as well as strategic suppliers of security features contained within the company's products.
Its strategic objectives is to develop further its leading position as a commercial provider of security related paper products.
The company is a commercial supplier of cylinder mould made security papers supplying the global market. Most of the company's sales are to two main markets - passports and other high security papers. Portals' customers are predominately commercial high security printers or government owned state print works that print and manufacture passport books, currency and certificates.
The company operates from a manufacturing and distribution site in Bathford near Bath, Somerset and is a market leader in the supply of watermarked cylinder mould made paper for passports and high security documents. The Bathford operations are scaled to the size of the market that Bathford operates in.
In the global passport market, the growth in passport issuance varies significantly from country to country depending on population growth and levels of international migration. Global passport growth to 2027 is estimated at 5.7% CAGR and with no current alternative, demand for physical passports is expected to remain strong for the long term.
On 31 December 2024, the business was bought by German Specialty Papermaker, Drewsen Holding GmbH & Co. KG (formerly called Drewsen Spezialpapiere Gmbh & co KG). This strategic acquisition unites the expertise of two specialised industry leaders, offering the market an unparalleled range of knowledge and capabilities. In an age where counterfeit products can be created and disseminated with increasing ease, the merger of Drewsen and Portals marks a pivotal development. Together, they offer an exceptionally broad range of security features for paper solutions, ensuring diverse and the highest levels of counterfeit protection.
Both companies will remain and be run as individual entities, each specialising within their own areas of expertise and strengths and with a shared commitment to quality, security, sustainability and innovation.
Turnover for continuing operations for the year was £24.5m (2025: £26.6m). Following the lifting of Covid-19 travel restrictions in 2022 there continues to be growth in the demand for passport papers. In other product sectors, such as certificate and voucher papers, Portals has expanded its end user base and diluted reliance on passport paper.
Input costs continue to demonstrate volatility specifically in energy and pulp prices and the potential of tariffs on imports to the UK and exports to the USA are areas which Portals continues to work to mitigate by challenging our suppliers on quotes, considering different supplies and materials and on wood pulp, including group purchasing.
The market for cylinder mould paper remains buoyant with lead times across the global industry extended as demand marginally outstrips supply.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
Results and review of business (continued)
The operating profit for continuing operations in the year to February 26 was £3.3m (2025: £5.5m) and earnings before interest, tax, depreciation and amortisation (EBITDA) was £3.7m (2025: £5.8m). Gross margin was lower at 46% (2025: 50%).
The results for the year are set out in the Profit and Loss Account on page 14. The profit on continuing operations after finance charges and tax for the financial year amounted to £0.7m (2025: £6.6m). The company's financial position is presented in the Balance Sheet on page 15 and related notes.
The Board monitors a number of key financial performance indicators including turnover, gross margins, EBITDA and operating cash flows. For operations these were as follows:
∙Turnover was £24.5m (2025: £26.6m);
∙Gross margin was 46% (2025: 50%);
∙EBITDA (being operating profit less depreciation/amortisation) was £3.7m (2025: £5.8m).
∙Net current assets were £5.8m (2025: £1.4m)
∙Cash from operations was £1.7m (2025: £5.2m)
EBITDA is calculated as follows:
In addition, the company also measures, amongst other things, non-financial indicators including staff numbers, quality matters, customer complaints, and health and safety performance.
Management continues to review risks proactively in order to keep the company at an acceptable level of overall business risk. Effective risk management requires collective responsibility and engagement across the entire business. Risk management is the overall responsibility of the Board supported by the Executive Leadership Team. There is a risk identification process which evaluates and manages significant risks. The Board regularly reviews the company risk register. The company risk register identifies the risks, their potential impact and likelihood of occurrence, and the key controls and management processes that have been established in mitigate these risks.
Management is responsible for implementing and maintaining controls, which have been designed to manage rather than eliminate risk. These controls can only provide reasonable but not absolute reassurance against material misstatements or loss.
The key strategic risks identified are failure to retain and win customers, unethical behaviours or business practice, significant accidents and environment incidents and exposure to significant market changes.
Management is responsible for implementing and maintaining controls, which have been designed to manage rather than eliminate risk. These controls can only provide reasonable but not absolute reassurance against material misstatements or loss.
The key strategic risks identified are failure to retain and win customers, unethical behaviours or business practice, significant accidents and environment incidents and exposure to significant market changes.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
Principal risks and uncertainties (continued)
While the company operates globally and have a diversified geographical customer profile, we are reliant on a relatively small number of market sectors. Our approach is both to focus on retaining key contracts and on winning new opportunities as they arise. In the last year, the company has continued to win new orders from state printers and security print customers. As a manufacturing business, there is a risk that any failure of health, safety or environmental (HSE) management processes could result in a serious incident. We have robust HSE management systems which are certified to the ISO45001 and ISO14001 standards. All of our activities are subject to extensive internal HSE procedures, processes and controls.
There may be other risks, that we currently believe to be immaterial, which are being effectively managed, but which could become material to the company including:
∙Unpredictability in the timing and size of substantial contract awards
∙Breach of legal and regulatory requirements
∙Failure to maintain and exploit competitive and technologically advanced products and services
∙Information security and cyber risk
∙Quality management failure
∙Supply chain or major equipment failure
∙A global incident (such as a pandemic) that significantly reduces passport issuance
∙Product security
In order to maintain management processes to manage the risks above, Portals is also certified to ISO9001 (Quality), CWA15374 (Security) and PEFC (wood product forest sustainability).
In addition, there are several financial risks which are detailed in the Directors' Report (page 6). These risks, whether they materialise either individually or simultaneously, could significantly affect our business and financial results.
This financial year represents the third full period in which Portals has operated without reliance on traditional banknote paper markets. The successful diversification of the company's product portfolio has strengthened its market position. Ongoing market analysis indicates that the company's core product mix is expected to remain broadly unchanged in the medium term, supported by strong customer demand and sustained high levels of manufacturing utilisation.
In 2025 Portals became part of the DREWSEN group, a long-established German family-owned paper manufacturing business. This ownership provides financial stability, long-term strategic support and enhanced confidence for customers, employees and other stakeholders. The shared commitment to investment, innovation and sustainable growth creates a strong platform for the future development of the business.
The company's strategy remains focused on strengthening its position as a leading independent manufacturer within the global high-security paper market. This includes continuing to develop innovative products, deepening customer relationships and maintaining the highest standards of quality, security and service. In parallel, the company is developing a phased capital investment roadmap aimed at increasing capability, efficiency and production capacity to support future customer requirements and capture additional growth opportunities.
The Board believes that the high-security paper sector continues to present attractive long-term prospects, supported by specialist technical capabilities, stringent qualification processes and significant barriers to entry. With a strong order book, high asset utilisation and the backing of a committed long-term shareholder, the company is well positioned to capitalise on future market opportunities.
Accordingly, the Board remains confident in the company's future prospects and its ability to deliver sustainable growth and strong financial performance over the medium and long term.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2026
The directors present their report on the affairs of the company together with the audited financial statements and independent auditors report for the year ended 28 February 2026. The accounting reference date has been changed from 26 February to 28 February. The prior year accounts are for the period ended 23 February 2025.
The profit for the year, after taxation, amounted to £747,000 (2025: £10,155,000).
The directors who held office during the year and up to the date of signing the financial statements are given below:
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PORTALS PAPER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
In order to maintain liquidity to ensure sufficient funds are available for ongoing operations and future developments, the company uses a mixture of cash in hand and shareholder loans. Surplus liquid funds are invested in short term deposits with financial institutions with high credit ratings assigned by international credit rating agencies.
There is a comprehensive budgeting system in place with an annual budget approved by the Board. Management information systems provide directors with relevant and timely reports that identify significant deviations from approved plans and include regular re-forecasts for the year, in order to facilitate timely reaction to changes in economic conditions and to customer and competitor actions.
The directors have adopted the going concern basis in preparing the financial statements, as reported in note 2.3.
There have been no significant events affecting the company since the reporting date.
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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PORTALS PAPER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PORTALS PAPER LIMITED
We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors' conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as geographical events and inflation resulting in increasing production costs, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PORTALS PAPER LIMITED (CONTINUED)
Conclusions relating to going concern (continued)
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.
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PORTALS PAPER LIMITED (CONTINUED)
Matters on which we are required to report by exception
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PORTALS PAPER LIMITED (CONTINUED)
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PORTALS PAPER LIMITED (CONTINUED)
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PORTALS PAPER LIMITED (CONTINUED)
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
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PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 28 FEBRUARY 2026
Page 14
BALANCE SHEET
AS AT 28 FEBRUARY 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 37 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
Portals Paper Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 11001841, and its registered head office is located at Bathford Mill, Bathford Hill, Bathford, Bath, Somerset, United Kingdom, BA1 7QG.
2.Accounting policies
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
As at 28 February 2026 the company's financing arrangements consisted of operational trading, cash in hand and shareholder funding by way of loans.
The directors have prepared detailed profit and loss and cashflow forecasts and projections, which cover a period to 30 June 2026 on a cautiously realistic basis. These take account of the Bathford trading outlook, the continuing macro-economic impact from geo-political risks, plausible downside scenarios and the ongoing support of its investment partners and show that the company should be able to continue to operate within their currently available funds throughout the period of at least 12 months from the date of approval of these financial statements.
The directors have considered and modelled (i) plausible downside scenarios that reflect the possible impact of key risks as detailed in the risk section on pages 3-4 of the Strategic Report, as these downsides were to occur, the directors have considered and modelled the mitigating actions they would take, within their control, including cost reduction programmes, delays to overhead and discretionary capital expenditure and pass through of cost increases to customers.
The result of the above modelling of the base case, adjusted for plausible downside scenarios, which include the continuing macro-economic impact from geo-political risks as described and mitigating actions, results in a 'reasonable worst-case scenario' which has been used as the basis of the going concern conclusion. This model, which covers a period of more than 12 months from the date of approval of these financial statements, show that the company is able to still operate within the available cash facilities under a 'reasonable worst case' forecast of a 20% reduction in EBITDA in FY27 (measured against the base case forecast) and meet their liabilities as they fall due.
As such, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors have continued to adopt the going concern basis in preparing the financial statements.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
Sale of goods
Revenue from the sale of security paper and related products is recognised when control of the goods transfers to the customer. The point of transfer is determined by the INCO terms agreed with each customer and generally coincides with the transfer of the significant risks and rewards of ownership. Revenue is measured net of discounts, rebates and sales taxes.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
The estimated useful lives range as follows:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
Depreciation is provided on the following basis:
Assets under construction are not depreciated until they are transferred to the relevant asset class and are in use.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
3.Judgements in applying accounting policies (continued)
Judgements
In the process of preparing the financial statements, no significant estimates were applied.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
12.Taxation (continued)
Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the Balance Sheet date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
Share premium account
Capital contribution reserve
Profit and loss account
There are two (2025: two) external bank loans with Sparkasse and HSBC totalling £14.9m (2025: £15.7m), whereby Portals Paper Limited is named as a "joint borrower" and "joint debtor" respectively alongside Drewsen Holding GmbH & Co. KG (formerly called Drewsen Spezialpapiere Gmbh & co KG.) The interest rate on the loan is EURIBOR plus a margin and is paid quarterly. If Drewsen Spezialpapiere Gmbh & co KG. were to default on the loan agreements for any reason, then Portals would then be liable to pay back those loans directly as a joint borrower/debtor. See note 17 for more details.
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £409 k (2025: £412 k). Contributions totalling £61 k (2025: £52 k) were payable to the fund at the Balance Sheet date and are included in creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
The consolidated financial statements of G.Schurfeld + Co (GmbH & Co.) KG can be obtained from
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
On the 26 July 2022, Portals announced that it would be commencing with an orderly wind down of operations at the Overton paper mill.
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