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

The company’s reported loss before tax for the year amounted to £1,150,833 (2024: profit £15,721,356).

The profit before tax includes dividends received of £0 (2024: £17,185,026)

CPI Group (UK) Ltd acts as a holding company for other entities within the CPI UK group of companies.

The UK the business was affected by a cyber attack in February 2025 which impacted all 7 UK factories with production being stopped for between 3 and 14 weeks depending on site and process complexity. All factories are now fully functional; however, IT development was restricted as resources were deployed to the cyber incident and this impact will continue throughout the next financial year. Group volumes would have been much nearer last year’s levels had this event not occurred. Revenue saw a reduction of 5.8% as, in addition to the reduced volume, the mix of sales moved towards customers who provide their own paper resulting in less being charged to customers in their selling prices.

The directors are satisfied with the company's performance for the year and consider that the state of the

company's affairs is satisfactory. The directors believe that the company will continue to trade profitably in the

future.

As noted above, the UK group was affected by a cyber attack in February 2025. Our cyber insurance policy provided the business both with financial cover and also technical support to minimize the impact of the incident. As part of the recovery, significant improvements have been made to our cyber security leaving the business in a more robust position than before the attack.

The directors are satisfied that the company is well placed to react to external market forces and to meet customer demands.

The principal risks of the business revolve around the group’s ability to maintain and process a high order intake, high quality production to pre-agreed deadlines and management of costs and overheads in a highly competitive environment. The increase in orders coupled with reducing run lengths is a key challenge for the industry. The company will continue to focus on maintaining operational efficiency despite these challenges.

The majority of raw materials used in the manufacture of our products are sourced from outside of the UK. Fluctuations in the exchange rate can give rise to a potential increase in material costs. The company will try to minimise this risk by entering into contracts with key suppliers in order to agree rates in advance.

The group manages its liquidity risk through long term borrowings and a factoring facility for trade debtors which enables the group to increase cash resources in line with activity. The UK group also operates a cash pooling arrangement covering all UK group companies.

The directors do not consider there to be any liquidity or credit or cash flow risk for the foreseeable future.

The company considers its key performance indicators to be turnover and operating profit, and regularly monitors its performance by measuring these figures against budgets and forecasts. Turnover and operating profit are reflected in the profit and loss account. The Board and management team also regularly monitor the performance of the company through a range of key performance indicators, which are related to health and safety performance, and a number of operational metrics related to efficiencies and output.

On behalf of the board

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

The results for the year are set out on page 10.

The directors paid an ordinary dividend of £Nil (2024: £Nil)

A dividend of £0 (2024: £17,185,026) was received from CPI Colour Ltd.

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

The company made no political or charitable donations, or incurred any political expenditure during the year (2024: £Nil).

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

The details of the accounting policy on going concern are set out in note 1.2.

The auditor, KPMG LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the Strategic Report, the directors' 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 they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• assess the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

• use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

We have audited the financial statements of CPI Group (UK) Limited (the 'company') for the year ended 31 March

2025 which comprise the profit and loss account and other comprehensive income, the balance sheet, the statement of changes in equity and related notes, including the accounting policies in note 1.

In our opinion the financial statements:

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

• have been properly prepared in accordance with UK accounting standards, including FRS 101 ; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the company or to cease its operations, and as they have concluded that the company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).

In our evaluation of the directors’ conclusions, we considered the inherent risks to the company’s business model and analysed how those risks might affect the company’s financial resources or ability to continue operations over the going concern period.

Our conclusions based on this work:

• we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;

• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the company will continue in operation.

Fraud and breaches of laws and regulations – ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

•    Enquiring of directors as to the Company’s high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud.

•    Reading Board minutes.

•    Using analytical procedures to identify any unusual or unexpected relationships

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that Company’s management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because revenue consists of management recharge transactions which are recognized based on agreed terms with respective related parties. Therefore, no judgment or complexity is involved in the revenue recognition process. We did not identify any additional fraud risks.

We performed procedures including:

•    Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted with unusual account pairings.

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors (as required by auditing standards), and from inspection of the Company’s regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

This company, as a holding company, is not subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Strategic report and directors’ report

The directors are responsible for the strategic report and the directors' report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

• we have not identified material misstatements in the strategic report and the directors’ report;

• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

• in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Under the Companies Act 2006 we are required 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 remuneration specified by law are not made; or

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

We have nothing to report in these respects.

As explained more fully in their statement set out on page 5, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they 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.

A fuller description of our responsibilities is provided on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities.

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 profit and loss account has been prepared on the basis that all operations are continuing operations.

There are no other comprehensive income in either period other than the results shown above.

The notes on pages 14 to 28 form part of these financial statements.

CPI Group (UK) Limited is a private company limited by shares incorporated and domiciled in England and Wales. The registered office is 110 Beddington Lane, Croydon, CR0 4TD.

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”).

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards (“UK-adopted IFRS”), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.

The Company’s ultimate parent undertaking as at 31 March 2025, Bidco 3 Limited includes the Company in its consolidated financial statements. The consolidated financial statements of Bidco 3 Limited are prepared in accordance with FRS 102 and are available to the public and may be obtained from 14th Floor, 82 King Street, Manchester, M2 4WQ.

In these financial statements, the company has successfully applied the exemptions available under FRS 101 in respect of the following disclosures:

• Cash Flow Statement and related notes;

• Certain disclosures regarding revenue;

• Certain disclosures regarding leases;

• Comparative period reconciliations for share capital, tangible fixed assets, intangible assets and investment properties

• Disclosures in respect of transactions with wholly owned subsidiaries;

• Disclosures in respect of capital management;

• An additional balance sheet for the beginning of the earliest comparative

• Disclosures in respect of the compensation of Key Management Personnel;

• Disclosures of transactions with a management entity that provides key management personnel services to the company; and

• Disclosures required by in respect of the cash flows of discontinued operations.

The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial statements.

The Company has adopted the following IFRSs in these financial statements:

·       Amendments to IAS 1 (Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants) from 1 January 2024. The amendments apply retrospectively. The Amendments clarify certain requirements for determining whether a liability should be classified as current or non-current and require new disclosures for non-current loan liabilities that are subject to covenants within 12 months after the reporting period.

·       Amendments to IFRS 16 (Lease Liability in a Sale and Leaseback) from 1 January 2024. The amendments apply retrospectively. The Amendments require a seller-lessee to include variable lease payments when it measures a lease liability arising from a sale-and-leaseback transaction. Subsequent to initial recognition, the seller-lessee is required to apply the general requirements for subsequent accounting of the lease liability such that it recognises no gain or loss relating to the right of use it retains.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date and the amounts reported for revenues and expenses during the year.

The financial statements are prepared in sterling, which is the functional currency of the company.

The Company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group.

The following new but not yet effective standards do not have an effect on these financial statements:

• Reference to the Conceptual Framework (Amendments to IFRS 3)

• IFRS 17 Insurance contracts

• Amendments to IFRS 17 Insurance Contracts: Initial application of IFRS 17 and IFRS 9 –Comparative Information

• Accounting Policies, Changes in Accounting Estimates and Errors: definition (Amendments to IAS 8)

• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements

• Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction –Amendments to IAS 12 Income Taxes

• Amendments to IAS 21: Lack of exchangeability (effective 1 January 2025).

The financial statements are prepared on the historical cost basis. Non-current assets and disposal groups held for sale are stated at the lower of previous carrying amount and fair value less costs to sell. The principal accounting policies adopted are set out below.

Notwithstanding net current liabilities of £true18,329,460 as at 31st March 2025, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The directors have prepared cash flow forecasts and performed a going concern assessment of the Group and Company, which indicates that, in both the base and reasonably possible downsides, the Group and Company will have sufficient funds to meet their liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements, the going concern assessment period. Should there be any additional need, the ultimate parent company, Bidco 3 Limited have indicated that they would provide the funding needed.

These forecasts are dependent on Bidco 3 Limited providing additional financial support during that period, if required. Bidco 3 Limited has indicated its intention to continue to make available such funds as are needed by the company for the period covered by the forecasts. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although. At the date of approval of these financial statements, they have no reason to believe that it will not do so.

The Company is part of the Bidco 3 Limited group. The Group has prepared cash flow forecasts for the period to 31 March 2027 for the Group collectively as financing is managed at Group level.

The Group and Company uses interest-bearing loans and borrowings including Bank loans, overdrafts, factoring facilities and Shareholder loans to finance the working capital. There are term loans that will be fully repaid between 2025 and 2031, a revolving facility in Moravia that is renewed annually and a Shareholder working capital loan in place until December 2026.

The year to March 2025 saw a more challenging market environment as many of our customers found themselves with excess stock levels as the market softened to pre-COVID 19 levels. This continued for much of calendar 2024 with volumes recovering in the final quarter of the financial year. In the reported year, there were new borrowings to finance capital projects in the UK and Spain, and a new loan was taken by Spain in April 2024 and an additional drawdown from an existing facility in Moravia, also in April 2024.

All bank loans are being repaid over their loan periods, and the cashflow forecast contains these repayments. The only financial covenants in place during the year relate to the UK cashflow loan, which was drawn down in August 2022, as part of the UK re-financing. As reported in last year’s financial statements, on 14 December 2024, a variation to the covenants was agreed following a technical breach for the September 2024 quarter, for which a waiver was obtained. Revised covenants were put in place and the UK was compliant with them at the next year end date which was 31 March 2025.

On the 4th of October 2024 the bank reviewed and removed existing covenants. Therefore, the Group has no banking covenants in place for its borrowings.

Given the uncertain trading environment particularly in relation to volatility in inflation across Europe, and the potential for the market to reduce in size in the coming months, management has prepared a severe but plausible downside scenario to 31 March 2027. The downside scenario assumes a 5% decline in volumes for Germany and Moravia However, for the purposes of this downside scenario, the FY26 improvement has been removed. We have also assumed that in this scenario CAPEX spending continues and there is no reduction in overheads.

In this severe but plausible downside scenario the group has sufficient liquidity for the period forecast to 31 March 2027 and can continue repayments of loan commitments of the Group. Consequently, the Directors are confident that the Company and the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

Turnover represents amounts derived from the provision of management services to associated group companies. Turnover is recognised on provision of the services.

Intangible assets compromise primarily software licences paid for the advance use of trade marks and technology. Such assets are defined as having finite useful lives and the costs are amortised on a straight line basis over their estimated useful lives of 3 years. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

The company capitalises directly attributable interest on all tangible fixed assets in the course of construction. Rates of capitalisation depend on whether a specific loan has been taken out (when the actual interest rate and interest paid is used) or where the construction is financed by general borrowings (when a weighted average rate is calculated on all non-specific borrowings).

Tangible fixed assets are stated at cost less depreciation.

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:

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.

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.

Fixed asset investments are stated at cost less amounts written off.

Financial assets (including trade and other debtors)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Non-financial assets

The carrying amounts of the Company’s non-financial assets, other than stocks and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. 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 the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

An impairment loss in respect of goodwill is not reversed.

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

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

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within tangible fixed assets, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other tangible fixed assets. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

When the company acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains lease and non-lease components, the company applies IFRS 15 to allocate the consideration in the contract. When the company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately, classifying the sub-lease with reference to the right-of-use asset arising from the head lease instead of the underlying asset.

Transactions in foreign currencies are translated to the Company’s functional currencies at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account.

Expenses

Interest receivable

Interest receivable and similar income include interest receivable

Interest payable

Interest payable and similar charges include interest payable.

Interest receivable and interest payable are recognised in profit or loss as it accrues, using the effective interest method.

Non-derivative financial statements

Non-derivative financial instruments comprise trade and other debtors, cash and cash equivalents, and trade and other creditors.

Trade and other debtors

Trade and other debtors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.

Trade and other creditors

Trade and other creditors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form and integral part of the Company's cash management are included as a component of cash and cash equivalents.

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

Critical judgements

Impairment of the Company's fixed asset and investments

The Company must determine whether there are indicators of impairment of the Company's fixed assets and investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

The total turnover of the company for the year has been derived from its principal activity wholly undertaken in the United Kingdom. The turnover is made up of management charges charged to it's subsidiary companies.

The charge for the year can be reconciled to the (loss)/profit per the profit and loss account as follows:

An increase in the UK corporation tax rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. The deferred tax asset at 31 March 2025 has been calculated at 25%, reflecting the expected timing of reversal of the related timing difference (2024: 25%).

Tangible fixed assets includes right-of-use assets, as follows:

These financial statements are separate company financial statements for 2025.

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

Only ordinary shares are held in each of the subsidiaries.

The registered address of the subsidiaries is 110 Beddington Lane, Croydon, CR0 4TD.

Trade and Other receivables totals £28,690.004 (2024: £27,198,922)

CPI Group (UK) Ltd has a loan agreement with Elpis Management Ltd. The loan is repayable in full by 22nd June 2026 and has an interest charge of 2.5% above base rate.

CPI Group (UK) Ltd has a loan agreement with CPI SAS which is repayable in full by 30th November 2024 and has an interest rate of 2.125% above EURIBOR.

The amounts included within amounts due to group undertakings are interest free and repayable on demand.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Deferred tax assets and liabilities are offset in the financial statements only where the company has a legally enforceable right to do so.

During the year, CPI Group (UK) Limited entered into transactions with related companies within the Bidco 3 Limited Group.

Management charges from fellow group companies £ 749,224 (2024: £734,928)

Management charges to fellow group companies £ 259,855 (2024: £260,205)

The amount receivable and payable to fellow group companies can be seen in Note 13 and Note 15.

The Company is a subsidiary undertaking of Bidco 3 Limited which is the ultimate parent company incorporated in the United Kingdom

The largest group in which the results of the Company are consolidated is that headed by Bidco 3 Limited, 14th Floor, 82 King Street, Manchester, M2 4WQ, United Kingdom.  No other group financial statements include the results of the Company.

The consolidated financial statements of this group are available to the public and may be obtained from 14th Floor, 82 King Street, Manchester, M2 4WQ, United Kingdom.