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REGISTERED NUMBER: 02540686 (England and Wales)






Calmon Portugal Limited

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024






Calmon Portugal Limited (Registered number: 02540686)

Contents of the Financial Statements
for the year ended 31 December 2024










Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 4

Income Statement 8

Other Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


Calmon Portugal Limited

Company Information
for the year ended 31 December 2024







DIRECTORS: Mr K Magnusson
Mr D A Hinchliffe
Mr F R Clason





REGISTERED OFFICE: c/o Nilorn UK Limited
Station Works, Greens Mill Court
Cononley
Skipton
North Yorkshire
BD20 8FE





REGISTERED NUMBER: 02540686 (England and Wales)





AUDITORS: SMH Jolliffe Cork Audit Ltd
Accountants & Statutory Auditors
33 George Street
Wakefield
West Yorkshire
WF1 1LX

Calmon Portugal Limited (Registered number: 02540686)

Report of the Directors
for the year ended 31 December 2024


The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

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

Mr K Magnusson
Mr D A Hinchliffe
Mr F R Clason

REPORT EXEMPTIONS
The directors have taken advantage of the small company exemptions available in relation to the directors report and the strategic report as permitted by Sections 415A and 414B of Companies Act 2006 on the grounds that the company would have been entitled to the small company exemptions had it not been a member of an ineligible group.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

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

Calmon Portugal Limited (Registered number: 02540686)

Report of the Directors
for the year ended 31 December 2024


AUDITORS
The auditors, SMH Jolliffe Cork Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr D A Hinchliffe - Director


9 April 2025

Report of the Independent Auditors to the Members of
Calmon Portugal Limited


Opinion
We have audited the financial statements of Calmon Portugal Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Calmon Portugal Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

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

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

Report of the Independent Auditors to the Members of
Calmon Portugal Limited


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

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

The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- the engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with the Directors and
other informed management which we considered may have a direct material effect on the financial statements or
the operations of the company and thereafter, the audit team remained alert to instances of non-compliance
throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge
of actual, suspected and alleged fraud and;
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations;
- in assessing the effectiveness of the control environment, we also reviewed significant correspondence between
the company and UK regulatory bodies, reviewed minutes of meetings and gained an understanding of the
company's approach to governance.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of
potential bias; and investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims and reviewing correspondence with
HMRC and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Report of the Independent Auditors to the Members of
Calmon Portugal Limited


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




Jane Crossley FCA CTA (Senior Statutory Auditor)
for and on behalf of SMH Jolliffe Cork Audit Ltd
Accountants & Statutory Auditors
33 George Street
Wakefield
West Yorkshire
WF1 1LX

25 April 2025

Calmon Portugal Limited (Registered number: 02540686)

Income Statement
for the year ended 31 December 2024

2024 2023
Notes £    £   

TURNOVER - -

Administrative expenses 25,267 (6,756 )
OPERATING (LOSS)/PROFIT 4 (25,267 ) 6,756

Income from shares in group undertakings 1,305,900 -
PROFIT BEFORE TAXATION 1,280,633 6,756

Tax on profit 5 - -
PROFIT FOR THE FINANCIAL YEAR 1,280,633 6,756

Calmon Portugal Limited (Registered number: 02540686)

Other Comprehensive Income
for the year ended 31 December 2024

2024 2023
Notes £    £   

PROFIT FOR THE YEAR 1,280,633 6,756


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,280,633

6,756

Calmon Portugal Limited (Registered number: 02540686)

Balance Sheet
31 December 2024

2024 2023
Notes £    £    £   
FIXED ASSETS
Investments 6 400,000 400,000

CURRENT ASSETS
Debtors 7 1,347,398 66,765

CREDITORS
Amounts falling due within one year 8 113,816 113,816
NET CURRENT ASSETS/(LIABILITIES) 1,233,582 (47,051 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,633,582

352,949

CAPITAL AND RESERVES
Called up share capital 9 1,500 1,500
Retained earnings 10 1,632,082 351,449
SHAREHOLDERS' FUNDS 1,633,582 352,949

The financial statements were approved by the Board of Directors and authorised for issue on 9 April 2025 and were signed on its behalf by:





Mr D A Hinchliffe - Director


Calmon Portugal Limited (Registered number: 02540686)

Statement of Changes in Equity
for the year ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 1,500 344,693 346,193

Changes in equity
Total comprehensive income - 6,756 6,756
Balance at 31 December 2023 1,500 351,449 352,949

Changes in equity
Total comprehensive income - 1,280,633 1,280,633
Balance at 31 December 2024 1,500 1,632,082 1,633,582

Calmon Portugal Limited (Registered number: 02540686)

Notes to the Financial Statements
for the year ended 31 December 2024


1. STATUTORY INFORMATION

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

The functional and presentation currency for the company is the pound sterling (£). All financial information presented has been rounded to the nearest (£), unless otherwise stated.

2. ACCOUNTING POLICIES

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

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements
The financial statements contain information about Calmon Portugal Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included in the consolidated financial statements of its parent, Nilongruppen AB, a company registered in Sweden. These consolidated financial statements can be found at:

https://www.nilorn.com/reports/nilorngruppen-publishes-the-annual-report-and-the-sustainability-report-for-2024 /

Significant judgements and estimates
Preparation of the financial statements requires management to make significant judgements and estimates. Estimates and Judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The items in the financial statements where these judgements and estimates have been made include:

(i) Investments in subsidiary undertakings
When considering the impairment of the investment the company takes in to consideration the future budgets and forecasted growth for its subsidiary undertaking.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

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

Current or deferred taxation assets and liabilities are not discounted.

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


Calmon Portugal Limited (Registered number: 02540686)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


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

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

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

Foreign currencies
Transactions denominated in foreign currency are translated into sterling at the rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Exchange differences are dealt with through the profit and loss account and are separately disclosed if material.

3. EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024 2023
£    £   
Directors' remuneration - -

4. OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024 2023
£    £   
Foreign exchange differences 25,267 (6,756 )

5. TAXATION

No liability for UK corporation tax was included for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Calmon Portugal Limited (Registered number: 02540686)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2024
and 31 December 2024 502,283
PROVISIONS
At 1 January 2024
and 31 December 2024 102,283
NET BOOK VALUE
At 31 December 2024 400,000
At 31 December 2023 400,000

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

Nilorn Portugal LDA
Registered office:
Nature of business: Label Manufacturer
%
Class of shares: holding
Ordinary 99.80

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Amounts owed by group undertakings 1,347,398 66,765

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Amounts owed to group undertakings 113,816 113,816

9. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1,500 Ordinary £1 1,500 1,500

Calmon Portugal Limited (Registered number: 02540686)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


10. RESERVES
Retained
earnings
£   

At 1 January 2024 351,449
Profit for the year 1,280,633
At 31 December 2024 1,632,082

11. RELATED PARTY DISCLOSURES

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

The ultimate parent company and controlling party is Nilörngruppen AB, a public company incorporated in Sweden.

The largest group in which the results of the company are consolidated is that headed by Nilörngruppen AB, whose headquarters are:

Wieslanders väg 3
504 31 Borås
Sweden.

In the opinion of the directors there is no individual ultimate controlling party.