Original News Release
SEDAR Interim Financial Statements
RPI.UN [ Listed on the TSX ] Q3 QUARTERLY REPORT Richards Packaging Income Fund Quarter ended September 30, 2025 Report Contents Report to Unitholders 2 Management’s discussion and analysis 3 Financial statements 9 Notes to financial statements 13 R E P O R T T O U N I T H O L D E R S 2 For The Quarter Ended September 30, 2025 During the third quarter of 2025, Richards shifted focus from pursuing acquisitions to integration and internal reorganization, most notably with the announcement of an effort to convert from an income trust to a corporation. In the background, an uncertain macroeconomic outlook in the US began to manifest in a challenging demand environment for players in both the healthcare and packaging industries. Healthcare had a solid quarter, with strong performance in each of our core Aesthetic, Vision, and Pharmacy verticals complemented by the first full-quarter impacts of the DermapenWorld acquisition. Growth was driven by consumables and low-price capital equipment. The softness in high-price equipment that began in 2024 appears to be continuing industry-wide. Food & Beverage packaging revenues fell 5.9%, with growth in revenue and gross margin in Canada opposed by ongoing challenges in the US, reflective of the macro environment and some internal challenges. Our ecommerce channel launched late summer, fulfilling from Vancouver and Toronto. Calgary began fulfilling in October and more locations are planned every few months through 2026. An early review of traffic and sales data indicates potential to improve average margins as ecommerce’s share of revenue grows. Cosmetic packaging revenues in the quarter were steady year-over-year, with a temporary decline in margin as a significant volume of aged inventory was discounted and sold through to clean up working capital. With significant integration and organic opportunities on the horizon, the Richards management team expects to spend the coming quarters in relentless execution of the Transform, Perform, Present plan initially laid out in 2024 “John Glynn” President and CEO, Director and Trustee, Richards Packaging Income Fund October 30, 2025 M A N A G E M E N T D I S C U S S I O N & A N A LY S I S This management’s discussion and analysis (“MD&A”) of Richards Packaging Income Fund for the third quarter should be read in conjunction with the attached condensed interim financial statements dated September 30, 2025, the second quarter report dated July 28, 2025, the first quarter report dated May 2, 2025, the 2024 Annual Report and the 2024 Annual Information Form dated March 6, 2025, respectively. Results are reported in Canadian dollars and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a consistent basis with the 2024 annual financial statements. 3 DESCRIPTION OF THE BUSINESS Richards is a distributor of healthcare devices & supplies and glass & plastic packaging serving over 18,000 customers across North America, Europe and Asia from a network of 23 locations. Our packaging customers primarily operate in the food, beverage, pharmacy, and cosmetic industries and our healthcare device & supplies customers span aesthetics, pharmacy, vision, surgical, and dental specialties. Richards also operates two plastic manufacturing facilities, representing approximately 3% of total revenues. Subsequent to the quarter, the Fund announced a proposed conversion from an income trust to a corporate structure effective December 2025, pursuan
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t to a plan of arrangement. If approved, Fund unitholders would receive one publicly traded common share of the new corporation (Richards Group Inc.) for each Fund unit held by the unitholder, subject to unitholder approval at a Special Meeting of unitholders, to be held on December 11 2025. The benefits of the proposed conversion from an income trust to a corporate structure have been outlined in detail in the Information Circular that was mailed to all unitholders of the Fund in October 2025, which is also available on SEDAR as well as the Fund’s website at www.richardspackaging.com. The benefits of the proposed conversion include removal of the non-Canadian ownership restriction, as well as adopting a public company structure that is more typical, more easily understood and therefore more accepted by global investors and capital markets. Richards Packaging Income Fund TSX: RPI.UN For these reasons, we believe that under a more typical corporate structure, we should enjoy an expanded shareholder base, contributing to greater liquidity and maximization of value. After due consideration of available information and advice, and after considering their duties and responsibilities to the unitholders and the Fund, the Trustees unanimously concluded that the Arrangement is in the best interests of the Fund and fair to unitholders, and resolved to recommend that unitholders vote in favour of the Arrangement. FINANCIAL HIGHLIGHTS This MD&A covers the three and nine months ended September 30, 2025 (generally referred to in this MD&A as the “third quarter” and “nine months”). The following table sets out selected financial information: Financial highlights for the nine months: • Revenue was up $16.3 mil., or 5.4%, with $3.4 mil. from currency translation as the U.S./Cdn. rate fell to $0.72; $14.9 mil. from acquisitions and $2 mil. from cosmetics offset by declines of $2.1 mil. in food and beverage and $1.9 mil. from healthcare, • Adjusted EBITDA1 decreased $1.6 mil., at 12.5% of sales, on higher fixed lease and administrative costs, • Income taxes were down $2.4 mil. on lower income subject to taxes driven by higher fixed costs and exceptional items, a) Revolving & Term debt/Adjusted EBITDA1 October 30, 2025 ($ thousands) 2025 2024 Income Statement Data: Revenue…………………......... 319,302 302,967 Net income………………….... 13,735 27,208 Diluted per Unit…………..... $1.25 $2.33 Financial Position Data: Assets…………………………. 415,622 320,173 Long-term financial liabilities…. 88,463 35,996 Leverage a)…………………… 0.9 0.1 Cash Flow Statement Data: Distributions…………………. 11,304 15,414 Diluted per Unit……………. $0.99 $1.35 Payout ratio 3 ………………. 46% 54% Debt proceeds (repayments)…… 63,900 (14,000) Nine Months M A N A G E M E N T D I S C U S S I O N & A N A LY S I S 4 Richards Packaging Income Fund TSX: RPI.UN • Net income decreased $13.5 mil., or $1.23 per Unit, on $5.9 mil. of exceptional items, a $3.7 mil. movement to a mark-to- market loss reflecting a $5.30 increase in unit price and $2.4 mil. in lower income taxes, • Assets increased by $95.4 mil. and long-term financial liabilities by $52.5 mil. mainly due to the acquisitions and net debt movement, • Working capital increased $9.6 mil. mainly due to $9.1 mil. in lower payables and a $3.4 mil. increase in prepaids offset by a $1.7 mil. decrease in receivables and a $1.2 mil. decrease in inventory, • Free cash flow2 of $13.2 mil., opening cash on hand of $6.2 mil. and the $63.9 mil. net draw of term and revolving debt fu
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nded the $62.5 mil. in acquisitions, the $1.0 mil. payment to previous shareholders, the $5.9 mil. in exceptional items and $9.6 mil. increase in working capital leaving $4.8 mil. in closing cash on hand, • Leverage ratio at 1.0x up from nil at December 31, 2024, due to financing for acquisitions, • Distributable cash flow2 down $4.2 mil. at $0.37 per Unit, yielded a 46% payout ratio3 on the regular dividend, • Monthly distribution of 11¢ per Unit represented a 3.8% annualized return on the September 30th closing price of $34.50 per Unit. These distributions will represent taxable dividends to unitholders. REVIEW OF OPERATIONS Financial highlights for the third quarter: Operations were approximately 58% in Canada, 31% in the United States (“Richards US”) and 11% in Europe and other regions. Approximately 28% percent of sales were concentrated in Los Angeles, Sacramento, Memphis, Reno and Portland and 56% in Toronto, Montreal, Winnipeg and Vancouver. • Q3 revenue was up 11.1% as the 10.3% through acquisitions and the growth from healthcare exceeded the 5.9% organic contraction in food and beverage while the translation gain/loss in Richards US, with the U.S./Cdn.$ at 72¢, and cosmetic remained flat. • Acquisitions contributed $11.2 mil. including three months of National Dental Inc (“National Dental”), HL Production SA (“HL”) and DermapenWorld (“DPW”) revenues. • Cosmetics packaging increased $0.1 mil., excluding the impact of translation, as an early third quarter decline was offset by growth toward the end of the third quarter. • Healthcare increased $1.4 mil. mainly due to higher capital revenue in the quarter in the face of difficult macro conditions. • Food, beverage and other packaging decreased by $1.5 mil., excluding the impact of translation, reflecting the continued volatility brought on by the US-China tariff feud. • Cost of products sold (before amortization) increased by $9.2 mil., or 11.7%, higher on acquisitions with gross margins down on significant Cosmetics volume of aged inventory discounted and sold through to clean up working capital as well as higher lease payments. October 30, 2025 Revenue trend ($ thousands) 2025 2024 2025 2024 Prior year 97,677 101,380 302,967 317,079 Organic growth…………...... 2,066 (861) 342 1,129 Food & beverage lost…........ (1,058) (1,178) (1,965) (5,884) Food & beverage inventory… (994) (2,245) (1,841) (8,503) Acquisitions…...................... 11,210 — 14,852 — Pumps & sprayers…............ 30 448 1,519 703 Foreign exchange….............. (439) 133 3,428 (1,557) Current year 108,492 97,677 319,302 302,967 Qtr.3 Nine months Revenue growth (% change) 2025 2024 2025 2024 Cosmetics………………..... 0.8% -0.1% 4.4% -2.4% Healthcare………................. 3.0% -2.6% -1.2% 1.2% Acquisitions………................. 10.3% — 4.7% — Food, beverage & other….... -5.9% -9.2% -2.8% -15.1% Exchange translation…......... -0.4% 0.1% 1.1% -0.5% Weighted average growth 11.1% -3.7% 5.4% -4.5% Qtr.3 Nine months M A N A G E M E N T D I S C U S S I O N & A N A LY S I S 5 Richards Packaging Income Fund TSX: RPI.UN October 30, 2025 • Administrative expenses (before amortization) increased by $1.4 mil. driven by acquisitions and the strengthening of our leadership teams across sales, operations, HR, IT, and Corporate Development alongside acquisitions and inflation. The foreign currency loss was negligible as the exchange rate applied to our U.S. denominated working capital position within our Canadian operations dropped througho
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ut the period 1.5¢. • Amortization was mainly comprised of $2.7 mil. of lease depreciation and $1.5 mil. intangible assets amortization, a charge for customer and supplier relationships, and depreciation for capital assets of $0.5 mil. • Financial expenses were higher by $1.2 mil. with higher lease interest expense of $0.3 mil. and $0.9 mil. in higher interest due to borrowings on acquisitions. • Exceptional items include the $0.3 mil. cost associated with a management termination offset by $0.1 mil. recovery from first quarter wire fraud. For the nine months, these include acquisition costs of $2.2 mil., wire fraud of $1.2 mil., patent dispute defence of $1.9 mil, and cost associated with the fair value of inventory sold at DPW of $0.3 mil. • Adjusted EBITDA1 increased by $0.3 mil., or 1.9% but down 1.1% as a percent of revenue. Adjusted EBITDA from acquisitions were offset by the impacts in higher lease payments and administrative costs. • Exchangeable shares mark-to-market loss reflects a unit price increase of $1.63 to $34.50 per Unit. • Income tax expense decreased $0.3 mil. on lower income subject to taxes. • Net income decreased $1.8 mil., or 16¢ per Unit, as a result of the factors outlined above. DISTRIBUTABLE CASH FLOW2 Distributable cash flow2 was $2.3 mil. lower for the third quarter due to the mandatory principal repayments and increased interest. Higher Adjusted EBITDA1 partially offset higher maintenance capital. Working capital increased mainly due to $5.5 mil. in lower payables and $1.1 mil. higher prepaids offset by $2.6 mil. in lower inventory and $2.1 mil. in lower receivables. Free cash flow2 of $2.8 mil. funded the $1.8 mil. in working capital and additional tax installments leaving $2.9 mil. in cash. The cash balance represents $6.5 mil. cash on hand net of $1.7 mil. outstanding cheques. Monthly regular distributions paid of 11¢ per Unit represent a payout ratio3 of 58% and an annual yield of 3.8% on a $34.50 price per Unit at September 30, 2025. These distributions are taxable to unitholders and exchangeable shareholders. ($ thousands) 2025 2024 2025 2024 Revenue……………………….. 108,492 97,677 319,302 302,967 Cost of sales a)…………………… 87,651 78,470 257,256 242,851 Gross profit 20,841 19,207 62,046 60,116 19.2% 19.7% 19.4% 19.8% Administrative expenses………… 7,487 6,054 22,023 18,061 Foreign currency loss (gain)……… 10 53 28 495 Adjusted EBITDA1 13,344 13,100 39,995 41,560 12.3% 13.4% 12.5% 13.7% Lease payments………………… (3,131) (2,284) (8,808) (6,748) Amortization…………………… 4,740 3,456 13,858 9,404 Exceptional items……………….. 288 (182) 5,875 2 Financial expenses……………… 1,703 538 3,549 1,699 Losses on currency translation…… 824 — 824 — Exchangeable shares……………… 908 1,473 2,914 (648) Share of loss (income) - Vision…… 27 40 (95) 127 Income tax expense…………….. 2,852 3,139 8,143 10,516 Net Income 5,133 6,920 13,735 27,208 a) includes lease payments Qtr. 3 Nine months Adjusted EBITDA 1 trend ($ thousands) 2025 2024 2025 2024 Prior year 13,100 13,422 41,560 41,396 (% of revenue) 13.4% 13.2% 13.7% 13.1% Organic growth…...................... 516 (215) 85 358 Product mix…............................. 131 1,036 972 2,198 Fixed cost…............................... (763) (1,068) (3,662) (2,353) Foreign exchange…................... 359 (75) 1,039 (39) Current year 13,344 13,100 39,994 41,560 (% of revenue) 12.3% 13.4% 12.5% 13.7% Qtr. 3 Nine months M A N A G E M E N T D I S C U S S I O N & A N A LY S I S 6 Richards Packaging Income Fund TSX: RP
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I.UN The distributable cash flow2 definition excludes changes in working capital and expansionary capital expenditures, as they are necessary to drive organic growth and are expected to be funded by the remaining $55.0 mil. revolving facility or free cash flow2. LIQUIDITY AND FINANCING Cash flows from operating activities Cash flow from operating activities was up $3.5 mil. from the second quarter mainly on $2.4 mil. in changes in working capital and $0.7 mil. in lower profit from operations. During the third quarter, working capital increased by $5.5 mil. on lower payables, as second quarter in transit inventory accruals were paid, and higher prepaids of $1.0 mil. offset by lower inventory of $2.6 mil., and lower receivables of $2.1 mil. Distributions paid were $3.8 mil. with $1.3 mil. declared for September which was paid October 14th. Current Income Taxes The income tax payments of $4.0 mil. were primarily on account of 2025 taxes. Capital Expenditures Maintenance capital expenditures were $0.8 mil. (2024 $0.5 mil.) mainly comprised of $0.1 mil. in evaluation and rental equipment, $0.3 mil. in computer software and $0.4 mil. in warehouse equipment and leasehold improvements for facilities. a) financial expenses less interest on leases and bank refinancing fees October 30, 2025 Financing Activities and Instruments On May 30, 2025, the credit facilities were expanded to include a $54.8 mil. (US$40.0 mil.) term credit facility to mature May 30, 2028 at a cost of $0.3 mil. which is deferred and amortized over the term of the facility. The term facility, of which $52.9 mil. (US$38.0 mil.) is drawn, requires mandatory monthly principal repayments of $0.9 mil. (US$0.7 mil) and bears interest at the SOFR borrowing rate plus a margin of 1.50% to 2.25%. The existing revolving credit of $65.0 mil., of which $10.0 mil. is drawn via CORRA borrowing (2024 - $4.0 mil.) and $1.8 mil. is drawn is Bank Prime + 0.25%, is available to fund acquisitions and working capital expansion and bears interest at the CORRA borrowing rate plus a margin of 1.25% to 2.00% and any unused portion bears a standby fee of 20% of the margin. During the nine months, $5.0 mil. and $2.8 mil. were repaid, respectively. The credit facilities are subject to a number of covenants including the leverage ratio which was to maintain debt less than 2.75 times the trailing twelve months Adjusted EBITDA1. As at September 30, 2025, our leverage ratio was 1.0x (December 2024 - nil). ($ thousands) 2025 2024 2025 2024 operating activities…................ 10,419 6,919 21,702 35,196 Leases.............................................. (3,131) (2,284) (8,808) (6,748) Exceptional items………………... 288 (182) 5,875 2 Working capital 5……….................... 1,814 4,172 9,553 1,659 Income taxes payments……………… 3,954 4,475 11,673 11,451 Adjusted EBITDA1 13,344 13,100 39,995 41,560 Interest a)…………………………… 1,013 538 1,498 951 Mandatory principal repayments…… 1,842 — 2,752 — Current income tax………………… 3,214 3,229 9,063 10,774 Maintenance capital……………….. 755 530 2,215 1,207 Distributable cash flow2 6,520 8,803 24,467 28,628 Diluted per Unit……………….. $0.57 $0.77 $2.14 $2.51 Regular distributions 3,768 3,768 11,304 11,304 Diluted per Unit……………….. 33.0¢ 33.0¢ 99.0¢ 99.0¢ Regular Payout ratio 3…………… 58% 43% 46% 39% Free cash flow2 2,752 5,035 13,163 17,324 Special distribution — 4,110 Diluted per Unit …………….. 36.0¢ Total Payout ratio 3……………. 54% Units outstanding (average) Diluted basis 000's ……………… 11,418 11,
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418 11,418 11,418 Nine months Qtr. 3 Cash provided by M A N A G E M E N T D I S C U S S I O N & A N A LY S I S 7 Richards Packaging Income Fund TSX: RPI.UN October 30, 2025 OUTLOOK SENSITIVITIES Management believes that the performance of Richards is on track to meet ongoing requirements for working capital, capital expenditures and to sustain monthly distributions to Unitholders at the current level through 2025. Healthcare growth, excluding acquisitions, is expected to be flat in the fourth quarter driven by consumable revenue growth offset by contraction in capital revenue. With ecommerce launches in food and beverage and cosmetics late during the third quarter, we expect additional growth during the fourth quarter. Lease payments are expected to average $3 mil. and administrative expenses, excluding exceptional items, are expected to grow with the addition of the acquisitions for the fourth quarter. The current sensitivity for every 1¢ movement in exchange rates to revenue is $0.5 mil. and to Adjusted EBITDA1 is $0.09 mil. Maintenance capital will continue to be funded by cash flow from operations and revert back to $0.5 mil. per quarter. Distributable cash flow sensitivity to foreign currency fluctuations is $0.06 mil. for every U.S./Cdn. 1¢ movement. The third quarter surplus distributable cash is expected to be deployed to pay down term and revolving debt. RISKS AND UNCERTAINTIES Investment in Units involves risks inherent in the ordinary course of business including: changes in tariff rates, impact of pandemics, logistics disruptions, fraud from cybersecurity, sustainability of customer and supplier relationships, financial stability of customers, lack of written customer and supplier distribution agreements, competition, the extent and duration of an economic downturn, inventory obsolescence, trade risks, resin price and exchange rate fluctuations, interest rate volatility, income taxes and reliance on key personnel. For a detailed description of these and other risks and uncertainties facing investors in the Fund please refer to the 2024 Annual Information Form dated March 6, 2025. To management’s knowledge, the only significant change to the risk environment during 2025 was the implementation of significant global tariffs by the US government which appears to be causing generally depressed demand across the economy. While Richards moves relatively little product across the border between Canada and the US, we do import significant volumes of packaging and healthcare products from Asia, where large factories and manufacturing expertise offer the best global cost and quality. Given that these factories would require hundreds of millions in capital and take multiple years to build locally in the US and that current local capacity is relatively full, management expects the net- effect of tariffs to be price-inflation and general demand depression as they are ultimately passed through to the US consumer. Management is working on dynamic sourcing with its global supply partners to be responsive to tariffs and pursuing geographic diversification of Richards' operations. CRITICAL ACCOUNTING ESTIMATES Preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions which affect the amounts reported and disclosure for contingent amounts of assets and liabilities as at September 30, 2025 and revenue and expenses for the period then ended. There have not been any significa
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nt changes in critical accounting estimates during the third quarter of 2025, relative to December 31, 2024. For more information on critical accounting estimates, see the Management’s Discussion and Analysis, the audited consolidated financial statements and the notes to the consolidated financial statements included in the Fund’s 2024 Annual Report. DISCLOSURE CONTROLS & INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in the Fund’s internal controls over financial reporting during the third quarter that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting. On March 19, 2025, Richards experienced a wire fraud event whereby the perpetrators, using socially engineered tactics, represented to be acting on behalf of the Company’s cash management bank and gained access to our online cash management wire payment system. As a result, $1.8 mil. was fraudulently wired out of our accounts using a series of US dollar and Euro denominations. Upon becoming aware of the activity, Richards immediately notified the bank, all bank account activity was frozen, and we notified the appropriate authorities in both Canada and the United States. We continue to work with the bank and authorities to support investigations. To date, $0.6 mil. has been recovered with efforts continuing at the cash management bank to recover the remainder of funds. Protocols surrounding communications with all banks have been enhanced in an effort to mitigate the chance of any future incidents occurring. Richards does not expect this wire fraud to have a material impact on its business or otherwise impact its near-term liquidity requirements of its ongoing operations. M A N A G E M E N T D I S C U S S I O N & A N A LY S I S 8 CAUTIONARY STATEMENT Additional information relating to the Fund is available on Richards Packaging’s website at www.richardspackaging.com, SEDAR at www.sedar.com or TSX at www.tmx.com. Richards Packaging Income Fund TSX: RPI.UN 1. Management defines Adjusted EBITDA as net income before amortization, contingent consideration, exceptional items, financial expenses, unrealized gains/losses and distributions on exchangeable shares, share of income - Vision and income tax expense less lease payments. The reconciliation of Adjusted EBITDA to net income can be found on page 5. Our lenders use this measure as a starting point in the determination of earnings available for distribution to Unitholders and exchangeable shareholders. In addition, Adjusted EBITDA and Adjusted EBITDA as a percentage of sales are intended to provide additional information on the operating performance. This earnings measure should not be construed as an alternative to net income or as an alternative to cash flows from operating, investing and financing activities as a measure of liquidity and cash flows. Adjusted EBITDA does not have a standardized meaning prescribed by IFRS and therefore the method of calculating Adjusted EBITDA may not be comparable to similar measures presented by other companies. 2. Management defines distributable cash flow, in accordance with Richards Packaging’s credit agreement, as Adjusted EBITDA less non-lease interest, cash income tax expense, maintenance capital expenditures plus dividends from equity investments. The reconciliation to cash flow from operations can be found on page 6. Free cash flow is distributable cash flow less distributions. The objective of presenting
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this measure is to calculate the amount which is available for distribution to Unitholders or exchangeable shareholders and to determine the amount available to fund increases in working capital or expansion capital. Investors are cautioned that distributable cash flow should not be construed as an alternative to cash flow from operating, investing and financing activities as a measure of liquidity and cash flows. Distributable cash flow does not have a standardized meaning prescribed by IFRS and therefore the method of calculating distributable cash flow may not be comparable to similar measures presented by other companies. 3. Management defines payout ratio as distributions declared over distributable cash flow2. The objective of presenting this measure is to calculate the percentage of distributions compared to the amount available for distribution under our credit agreement. Payout ratio does not have a standardized meaning prescribed by IFRS. The method of calculating payout ratio may not be comparable to similar measures presented by other companies. 4. The Report to Unitholders and this MD&A contains forward-looking information within the meaning of applicable securities laws. The forward-looking information reflects management’s current beliefs and expectations regarding the future growth, results of operations, performance and business prospects and opportunities of the Fund and Richards Packaging. We use words such as “may”, “expect”, “believe”, “estimate” and similar terminology to identify forward-looking information. It is based on assumptions, estimates and analysis made by us in light of our experience and our perception of trends, current conditions and expected developments, as well as other factors we believe to be reasonable and relevant in the circumstances. Forward-looking information involves significant known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from those predicted, expressed or implied by the forward-looking information. Readers should not place undue reliance on forward-looking information as a number of factors could cause actual events, results and prospects to differ materially from those expressed in or implied by the forward-looking information. The risks and uncertainties include, among other things, changes in China tariff rates, changes in customer and supplier relationships, competition in the industry, inventory obsolescence, trade risks in respect of foreign suppliers, fluctuations in foreign exchange and interest rates, liability claims, reliance on key personnel, changes to applicable tax laws, as well as other risks and uncertainties, as more fully described in other reports and filings made by us with securities regulatory authorities and available at www.sedar.com. While management believes the expectations expressed and the assumptions underlying same are reasonable, there can be no assurance that such expectations and assumptions will prove to be correct. In evaluating forward-looking information, readers should carefully consider the foregoing factors and various other factors which could cause actual results or events to differ materially from those indicated in the forward-looking information. 5. Management defines working capital to be current assets (less cash and revolving debt) less current liabilities (less income tax payable, due to previous shareholders and exchangeable shares).
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The objective of utilizing this definition is to improve the understanding of activities within the cash flow statement. Working capital does not have a standardized meaning prescribed by IFRS. The method of calculating working capital may bot be comparable to similar measures presented by other companies. Notice to Unitholders The attached consolidated financial statements have not been reviewed by the Fund’s external auditors October 30, 2025 CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME 9 For the three and nine months ended September 30 See accompanying notes Richards Packaging Income Fund TSX: RPI.UN “Susan Allen” Chair – Audit Committee “Enzio Di Gennaro” CFO – Richards Packaging Inc Cdn$ thousands Notes 2025 2024 2025 2024 Revenue 2, 3 108,492 97,677 319,302 302,967 Cost of sales 89,236 79,656 262,232 245,898 Gross profit 19,256 18,021 57,070 57,069 Administrative expenses 7,809 5,911 28,000 18,167 Profit from operations 11,447 12,110 29,070 38,902 Financial expenses 1,703 538 3,549 1,699 Unrealized losses on foreign currency translation of deb 5 824 — 824 — Exchangeable shares 6 Mark-to-market loss (gain) 755 1,320 2,455 (1,273) Distributions 153 153 459 625 Share of loss (income) - Vision 27 40 (95) 127 Income tax expense (income) 4 Current taxes 3,214 3,229 9,063 10,774 Deferred taxes (362) (90) (920) (258) 2,852 3,139 8,143 10,516 Net income for the period 2 5,133 6,920 13,735 27,208 Basic income per Unit 6 $0.47 $0.63 $1.25 $2.48 Diluted income per Unit 6 $0.47 $0.63 $1.25 $2.33 Other comprehensive income (loss) (subsequently recyclable to Net income) Currency translation adjustment- Richards US 2,030 (1,121) (1,584) 1,525 Comprehensive income for the period 7,163 5,799 12,151 28,733 Nine months Three months CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 10 As at September 30 See accompanying notes Richards Packaging Income Fund TSX: RPI.UN Cdn$ thousands Notes 2025 2024 2024 2023 ASSETS Current Assets Cash 4,760 1,127 6,187 8,116 Accounts receivable 55,827 52,662 53,154 54,184 Inventory 102,726 74,367 78,194 71,280 Prepaid expenses and deposits 8,697 8,500 5,714 9,008 172,010 136,656 143,249 142,588 Long-term Assets Leases 43,713 36,068 37,944 31,650 Plant and equipment 5,709 4,086 4,285 4,638 Investment - Vision 620 492 525 619 Intangible assets 2 58,917 28,729 28,339 26,515 Goodwill 2 134,653 114,142 116,915 112,193 243,612 183,517 188,008 175,615 415,622 320,173 331,257 318,203 LIABILITIES & EQUITY Current Liabilities Accounts payable and accruals 70,399 66,301 70,829 67,741 Income tax payable (receivable) (2,244) (1,254) 366 (577) Current portion of revolving and term debt 5 12,960 — — — Distributions payable 1,256 1,256 1,256 1,256 Due to previous shareholders 2 8,995 2,704 2,734 1,042 Exchangeable shares 6 15,801 14,597 13,347 15,870 107,168 83,604 88,532 85,332 Long-term Liabilities Revolving and term debt 2,5 51,474 4,004 — 18,022 Contingent consideration 2 — — 670 — Lease obligations 36,989 31,992 31,681 28,466 Deferred income taxes 4 14,636 6,481 6,325 6,235 103,099 42,477 38,676 52,723 Equity Unitholders’ capital 6 — — — — Retained earnings 183,636 175,723 180,745 163,304 Accumulated other comprehensive income 21,720 18,369 23,304 16,844 205,356 194,092 204,049 180,148 415,622 320,173 331,257 318,203 Dec. 31 Sept 30 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 11 For the three and nine months ended September 30 a) AOCI - Accumulated other comprehensive income reflects the foreign currency translati
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on of the net investment in Richards US. See accompanying notes Richards Packaging Income Fund TSX: RPI.UN Cdn$ thousands Unitholders' Retained Notes capital earnings AOCIa) Equity 27,208 1,525 28,733 Distributions paid to Unitholders 6 (14,789) (14,789) September 30, 2024 — 175,723 18,369 194,092 13,736 (1,584) 12,152 Distributions paid to Unitholders 6 (10,845) (10,845) September 30, 2025 — 183,636 21,720 205,356 180,148 Comprehensive income (loss) 180,745 204,049 December 31, 2023 16,844 163,304 — Comprehensive income December 31, 2024 — 23,304 CONSOLIDATED STATEMENTS OF CASH FLOWS 12 For the three and nine months ended September 30 Richards Packaging Income Fund TSX: RPI.UN See accompanying notes Cdn$ thousands Notes 2025 2024 2025 2024 OPERATING ACTIVITIES Profit from operations 11,447 12,110 29,070 38,902 Add items not involving cash Plant, equipment & lease depreciation 3,196 2,533 9,640 7,432 Intangible assets amortization 1,544 923 4,218 1,972 Income taxes payments (3,954) (4,475) (11,673) (11,451) Changes in working capital 7 (1,814) (4,172) (9,553) (1,659) Cash provided by operating activities 10,419 6,919 21,702 35,196 INVESTING ACTIVITIES Acquisitions, net of holdback 2 — (446) (62,512) (4,046) Due to previous shareholders 2 — — (1,051) — Additions to plant and equipment (471) (350) (1,543) (934) Additions to computer software (284) (180) (672) (273) Cash used in investing activities (755) (976) (65,778) (5,253) FINANCING ACTIVITIES Proceeds from debt 2,5 1,824 — 71,652 — Repayment of revolving and term debt 5 (1,842) (3,000) (7,752) (14,000) Lease payments (3,131) (2,284) (8,808) (6,748) Financial expenses paid (excluding leases) (1,013) (144) (1,787) (435) Distributions paid to Exchangeable Shareholders 6 (153) (153) (459) (625) Distributions paid to Unitholders 6 (3,615) (3,615) (10,845) (14,789) Cash provided by (used in) financing activities (7,931) (9,196) 42,000 (36,597) Net cash flow 1,733 (3,253) (2,076) (6,654) Cash, beginning of period 2,639 4,757 6,187 8,116 Foreign exchange effect 388 (377) 649 (335) Cash, end of period 4,760 1,127 4,760 1,127 Three months Nine months NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13 1. BASIS OF PRESENTATION These condensed interim financial statements of the Fund have been prepared in accordance with International Financial Reporting Standard [“IFRS”] IAS 34 Interim Financial Reporting. As such these statements do not contain all the explanatory notes, descriptions or accounting policies or other disclosures that can be found in the 2024 audited annual financial statements. The accounting policies used in the preparation of these condensed interim financial statements are consistent with the 2024 audited annual financial statements. 2. ACQUISITIONS & DUE TO PREVIOUS SHAREHOLDERS Due to previous shareholders of $970 in connection with the Insight Medical Technologies Inc. acquisition in June 2024 was paid in March 2025 and $80 in connection with the HL Production acquisition in February 2025 was paid in June 2025. The details of the preliminary purchase price equations and assets and liabilities acquired in the nine months ended September 30, 2025 in connection with the National Dental Inc (“National Dental”), H.L. Productions SA (“HL”), and DermapenWorld (“DPW”) acquisitions are as follows: Richards Packaging Income Fund TSX: RPI.UN September 30, 2025 and 2024 [Cdn$ thousands unless otherwise noted)] DPW National Dental HL Total DPW National Dental HL Total $ $ $ $ $ $ $ $ Account
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s receivable 4,609 1,679 21 6,309 Accounts payable and accrual 7,715 288 25 8,028 Inventory 25,569 Lease obligations 1,607 144 — 1,751 Other current assets 4 Deferred income taxes 6,619 1,284 1,360 9,263 Leases 1,607 144 — 1,751 Plant and equipment 527 198 — 725 Intangible assets 24,977 4,847 5,130 34,954 Total assets acquired 57,293 6,868 5,151 69,312 Total liabilities assumed 15,941 1,716 1,385 19,042 Fair value of net assets acquired 41,352 5,152 3,766 50,270 Goodwill 13,476 5,739 — 19,215 Aggegate purchase price 54,828 10,891 3,766 69,485 Holdback 5,702 1,191 80 6,973 Acquistion, net of holdback 49,126 9,700 3,686 62,512 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14 Richards Packaging Income Fund TSX: RPI.UN September 30, 2025 and 2024 [Cdn$ thousands unless otherwise noted)] H.L. Production SA. On February 28, 2025, Richards Packaging acquired all the outstanding shares of HL Production SA, a Swiss provider of the World PRP® platelet-rich plasma (“PRP”) system to the healthcare industry, for an aggregate purchase price of CHF2,350 ($3,766). Financing was by way of a draw of $3,686 revolving debt and a holdback of CHF50 ($80). Revenue and net income included in the Statement of Net Income for the nine months ending September 30, 2025 were $741 and $75 respectively. Over 80% of HL's revenue and profits were driven by Clarion and these revenues are now eliminated and profits consolidated into Clarion. Due to the lack of availability of reliable financial information for HL prior to the acquisition and uncertain timing of the signing of new international distributors, providing proforma information for the full year is impractical. Associated acquisition fees of $2,032 are included in administrative expenses for the nine months. Given the timing of these acquisitions, the purchase price allocation is still ongoing. National Dental Inc. On February 28, 2025, Clarion acquired all the outstanding shares of National Dental Inc., a Canadian provider of high-tech laser and diagnostic devices to the dental care industry, for an aggregate purchase price of $10,891, subject to adjustments depending on future earnings through 2026 or 2027, at the sellers’ choice. Financing was by way of a draw of $9,700 revolving debt and a holdback of $1,191. Contingent consideration is currently estimated at nil and payable 90 days after the 2026 or 2027 year end. Revenue and net loss included in the Statement of Net Income for the nine months ending September 30, 2025 were $2062 and $14 respectively. Goodwill arises as a result of the potential of the product line offerings and the value of human resources reflecting specialized sales and marketing skills. Due to the lack of availability of reliable financial information for National Dental prior to the acquisition, providing pro forma information for the full year is impractical. DermapenWorld On June 2, 2025, the Fund, through its subsidiaries Richards Health Group Pte. Ltd. and Richards Packaging Holdings US Inc., acquired all of the outstanding shares and assets of the DermapenWorld Group of Companies (“DermapenWorld®” or “DPW”), an Australian based leading global provider of microneedling devices and dermatological cosmetics. The aggregate purchase price of $54,828 (US$40,000), which is subject to additional consideration contingent on DermapenWorld’s future earnings through 2025 and 2026 was financing by way of a $49,126 (US$36,300) draw on a new term credit facility and a $5,702 (US$4,200) million hold
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back from the vendor. Contingent consideration is currently estimated at nil and payable 90 days after the 2025 or 2026 year end. Revenue and net income included in the Statement of Net Income for the nine months ending September 30, 2025 were $14,714 and $932 respectively. The net income figure is inclusive of the fair value adjustment for inventory acquired. Goodwill arises as a result of the potential of the product line offerings and the value of human resources reflecting specialized sales and marketing skills. Due to the lack of availability of reliable financial information for DermapenWorld prior to the acquisition, providing pro forma information for the full year is impractical. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15 Richards Packaging Income Fund TSX: RPI.UN September 30, 2025 and 2024 [Cdn$ thousands unless otherwise noted)] 4. INCOME TAXES 3. REVENUE & SEGMENTED INFORMATION 2025 2024 2025 2024 Revenue by geography Canada 63,582 64,493 195,941 198,560 US 33,428 33,184 107,934 104,407 Europe & other 11,481 — 15,427 — Revenue by market Cosmetics 21,344 20,989 67,120 62,588 Healthcare 59,832 47,401 166,341 153,560 Food, beverage & other 27,316 29,287 85,841 86,819 108,492 97,677 Three months 108,492 97,677 Nine months 319,302 302,967 319,302 302,967 2025 2024 2025 2024 Profit from operations 11,447 12,110 18,165 24,707 Financial expenses (1,703) (538) (2,425) (1,136) Income subject to income taxes 9,744 11,572 15,740 23,571 Statutory tax rate 26.3% 26.3% 26.3% 26.3% Income tax expense at statutory tax rate 2,563 3,043 4,140 6,198 Deferred income tax 362 90 578 195 Current period adjustments Foreign rate differential 50 47 152 95 Acquisition costs — — 310 — Withholding tax — — 478 — Other items 239 49 491 4,286 Current income taxes 3,214 3,229 9,063 10,774 Three months Nine months 5. REVOLVING AND TERM DEBT On May 30, 2025, the credit facilities were expanded to include a $54,828 [US$40,000] term credit facility to mature May 30, 2028 at a cost of $289 which is deferred and amortized over the term of the facility. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16 7. ADDITIONAL CASH FLOW INFORMATION Richards Packaging Income Fund TSX: RPI.UN The net change in non-cash working capital consists of the following: Total foreign exchange translation impact excluded from the above was $678 loss [2024 - $444 gain] and $1,152 gain [2024 – 633 loss], for the three and nine months respectively. September 30, 2025 and 2024 [Cdn$ thousands unless otherwise noted)] 6. UNITS AND EXCHANGEABLE SHARES Exchangeable shares mark-to-market gain reflects a unit price increase during the nine months ended September 30, 2025 of $5.30 [2024 - $2.75 decrease] to $34.50 per Unit. On October 24, 2025, the Fund issued 463,006 Units to repurchase the Exchangeable Shares with no impact to the Statement of Net Income and Comprehensive Income. The term facility, of which $52,900 [US$38,000] is drawn, requires mandatory monthly principal repayments of $928 [US$667] and bears interest at the SOFR borrowing rate plus a margin of 1.50% to 2.25%. The existing revolving credit of $65,000, of which $10,000 is drawn via CORRA borrowing [2024 - $4,000] and $1,824 in drawn at Bank Prime plus 0.25%, is available to fund acquisitions and working capital expansion and bears interest at the CORRA borrowing rate plus a margin of 1.25% to 2.00% and any unused portion bears a standby fee of 20% of the margin. During the year, $5,000 and $2,752 were repaid respectively. Includ
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ed in Current portion of revolving and term debt is $11,136 in term debt and $1,824 in revolving debt. 2025 2024 2025 2024 Accounts receivable 2,074 1,797 1,708 2,409 Inventory 2,649 (2,615) 1,233 (1,305) Prepaid expenses and deposits (1,076) 496 (3,405) 460 Accounts payable and accruals (5,461) (3,850) (9,089) (3,223) Three months Nine months (9,553) (1,659) (1,814) (4,172) Number outstanding Units Weighted Exchangeable Units Weighted basic average Shares diluted average September 30, 2024 10,955,007 10,955,007 463,006 11,418,013 11,418,013 Nine months ended 10,955,007 463,006 11,418,013 September 30, 2025 10,955,007 10,955,007 463,006 11,418,013 11,418,013 Nine months ended 10,955,007 463,006 11,418,013 December 31, 2023 December 31, 2024 11,418,013 11,418,013 10,955,007 10,955,007 10,955,007 463,006 11,418,013 10,955,007 463,006 11,418,013
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