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

Development performance and position

The directors are satisfied with the trading results of the company for the year, which acts only as a holding company.

There are no plans to materially change the operations of the company during the coming financial year, and there have been no significant events affecting the company since the year end date.

Principal risks and uncertainties

The directors of Langley Holdings plc manage the company's risks at a group level rather than at an individual company level. For this reason, the company's directors believe that a discussion of the group's risks would not be appropriate for an understanding of the development, performance or position of the business of Sheetfed Holdings Limited. The principal risks and uncertainties of Langley Holdings plc, which include those of Sheetfed Holdings Limited, are discussed in the director's report of the group's annual report which does not form part of this report.

Financial Risk Management

The policies set down by the board of directors are implemented by the company's finance department and are subject to regular reviews by the Board.

Key performance indicators (KPIs)

The directors of Langley Holdings plc manage the group's operations on a divisional basis. For this reason, the company's directors believe that analysis using key performance indicators for the company is not necessary or appropriate for an understanding of the development, performance and position of the business of Sheetfed Holdings Limited. The key performance indicators of The Langley Holdings Group are discussed in the directors' report of the group's annual report which does not form part of this report.

On behalf of the board

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom 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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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.

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

The principal activity of the company during the year was that of a managing and holding company for a number of trading subsidiaries which are engaged in the design, manufacture and installation of sheetfed offset litho printing presses, related aftermarket services and the supply of chemicals, technical and ancillary products for the printing industry.

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

The company generated a loss before taxation of €7,928,852 after impairing €25,000,000 in investment in subsidiaries (2024 - €17,457,405 after impairing €20,053,000 in investment in subsidiaries).

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

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

The auditors, Saffery LLP indicated their willingness to continue in office.

Each director in office at the date of approval of this annual report confirms that:

• so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware, and

• the directors have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

We have audited the financial statements of Sheetfed Holdings Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and 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 UK-adopted international accounting standards (IAS).

In our opinion the financial statements:

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

• have been properly prepared in accordance with UK-adopted international accounting standards (IAS); and

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.

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:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

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.

As explained more fully in the directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

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

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

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

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

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

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

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

Sheetfed Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Building 2 Enterprise Way, Retford, Nottinghamshire, DN22 7HH. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards (IAS).

The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €1.

The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.

New and amended standards and interpretations adopted by the company

There were a number of Amendments to Standards adopted in the current year, but none of these had a material impact on the company in the current period.

Standards which are in issue but not yet effective

At the date of authorisation of these accounts, there were a number of Standards and Interpretations that were in issue but not yet effective. The effect of all other new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to materially impact the company.

At the time of approving the financial statements the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Cash and cash equivalents 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.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets, other than those measured at fair value through profit or 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 of the investment have been affected.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

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

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

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

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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.

(a) Transactions and balances

Transactions in currencies other than Euros are recorded at the rates of exchange prevailing on the dates of the transactions. At each year end, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on that date. Non-monetary assets and liabilities carried at a fair value that are denominated in foreign currencies are translated at the rate prevailing at the date when the fair value was determined. Gains and losses arising on retranslation are included in net profit or loss for the period, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recognised directly in equity.

(b) Preparation of Accounts

These accounts have been presented in Euros because the majority of the group's trade is conducted in this currency.

Consolidation

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the company is wholly-owned subsidiary of another company incorporated in the UK. The financial statements present information about the company as an individual entity and not about its group.

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

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

The area where the most judgement is required is highlighted below:

Impairment of assets

Assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted the recoverable amount of an asset is determined based on value-in-use calculations prepared on the basis of management's assumption and estimates. During the year an impairment of €25,000,000 (2024: €20,053,000) was made against the company's investment in Manroland Sheetfed GmbH, see note 8 for further details.

Other gains and losses in the year comprise the impairment of funds invested in Manroland Sheetfed GmbH and the reversal of a loan loss provision in respect of DC Druck Chemie GmbH.

During the year, €25.0m was advanced to Manroland Sheetfed GmbH to fund working capital. The entity is not considered a going concern and recovery of the amount advanced is not expected. The full balance has therefore been impaired and recognised within other gains and losses.

A provision previously recognised against the loan balance with DC Druck Chemie GmbH has been reversed in the year, resulting in a gain of €14,873,011. At the reporting date, the loan balance is considered recoverable.

Further details of the investment in Manroland Sheetfed GmbH are included in note 8.

The charge for the year can be reconciled to the loss per the income statement as follows:

The company has not designated any financial assets that are not classified as held for trading as financial assets at fair value through profit or loss.

During the current year, the company capitalised €25,000,000 of further investment (2024 - €20,000,000).

At the end of the current year, management conducted a review of the recoverable amount of the investment in Manroland Sheetfed GmbH and concluded that the investment was impaired. As a result, the company has recognised an impairment of €25,000,000 in respect of this investment (2024 - €20,053,000), equal to the €25,000,000 further investment recognised in the year. The corresponding impairment charge has been recognised in other gains and losses.

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

Note 1: The development, manufacture and supply of chemical and technical products and accessories for the printing industry, as well as providing waste processing and recycling services.

Note 2: The design, manufacture and sale of sheetfed offset litho printing presses and aftermarket services.

Note 3: The sale of sheetfed offset litho printing presses and aftermarket services.

Note 4: Intellectual Property.

Further details of amounts owed to fellow group undertakings are included in note 16.

During 2023, an existing loan receivable of €20,000,000 owed directly by the company’s subsidiary, Manroland Sheetfed GmbH, to the company’s parent, Langley Holdings plc, was assigned to the company.  The consideration for this balance was €20,000,000, left outstanding as a debt owed by the company to its parent.

The company capitalised the €20,000,000 receivable with Manroland Sheetfed GmbH and correspondingly increased its investment in its subsidiary. 

Subsequently, the €20,000,000 debt due by the company to Langley Holdings plc was waived.  The credit arising on the loan waiver was reflected as an increase in the company’s capital contribution reserve. 

All Ordinary shares have equal voting and participation rights in the company.

The immediate and ultimate parent company is Langley Holdings plc, a company registered in England. Copies of the accounts of Langley Holdings plc may be obtained from the Registrar of Companies. The ultimate controlling party is A J Langley, director and shareholder of Langley Holdings Plc.

The company's principal financial instruments comprise loans received together with trade receivables, trade payables and short term deposits which arise directly from its operations. The main purpose of these financial instruments is to fund the company's operation and to manage working capital, liquidity and surplus funds.

The company does not enter into any derivative transactions.

The main risks arising from the company's financial instruments are foreign currency risk and credit risk. Liquidity risk is not considered to be a main risk to the company due to the group's cash and cash equivalents balances being considerably higher than any bank borrowings and the availability of funding from the group.

Foreign currency risk

The company is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the functional currencies of other group entities (which are principally Sterling, Euros and US Dollars).

The company does not utilise any hedging arrangements as the directors do not consider that the risk posed is significant to the company's operations.

Credit risk

The company trades only with recognised, creditworthy third parties. It is the company's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the results that the company's exposure to bad debt is not significant.

With respect to credit risk arising from the other financial assets of the company, comprising of cash and cash equivalents, the company's exposure to credit risk arises from default of the counterparty with a maximum exposure equal to the carrying amounts of these instruments.

The amount that best represents the group's maximum exposure to credit risk at the end of the reporting period without taking account of any collateral held or other credit enhancements is expected to be the total value of trade receivables and contract assets.

Interest rate risk

The company's exposure to the risk of changes in market interest rates is solely to the company's bank overdraft and cash on deposit with floating interest rates. The company is part of a cash pooling arrangement and the interest risk is therefore shared with other companies in the group. The interest rate risk of the Group is discussed further in the accounts of Langley Holdings plc.

Capital risk management

The company manages capital to ensure adequate resources are retained for the continued growth of the company. Access to capital includes the availability of funding through agreed credit facilities.

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

During the year dividends of €1,327,441 were received from subsidiaries (2024: €946,084).

During the year an impairment of €25,000,000 (2024 - €20,053,000) was recognised in respect of the investment in a subsidiary. Further details can be found in note 8.

A loan was extended in the prior year to Langley Holdings plc, which was repaid in the current year. In the current year, €353,584 interest was incurred on this loan by Sheetfed Holdings (2024 - €755,708). Langley Holdings plc then extended a loan to Sheetfed Holdings during the year of which €78,167 interest was payable. At the year end, the amounts owed to Langley Holdings plc was €6,437,155 (2024 - owed from Langley Holdings plc €15,199,566).

Amounts owed at the year end from DC DruckChemie GmbH of €nil (2024 - €202,205). The amounts owed were fully impaired in previous financial periods.

Amounts owed to Manroland Sheetfed (UK) Limited at the year end of €nil (2024 - €203,417).

No guarantees have been given or received.