Company registration number 15008282 (England and Wales)
CAPRIPACK MIDCO 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
CAPRIPACK MIDCO 2 LIMITED
COMPANY INFORMATION
Directors
Mr Kurt Beyer
(Appointed 17 July 2023)
Mr Telmo Valido
(Appointed 17 July 2023)
Mr Lukas Zeitlberger
(Appointed 17 July 2023)
Secretary
CSC CLS (UK) Limited
Company number
15008282
Registered office
Second Floor Cleveland House, 33, King Street
London
United Kingdom
SW1Y 6RJ
CAPRIPACK MIDCO 2 LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Income statement
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
CAPRIPACK MIDCO 2 LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the Period ended 31 December 2024.

Review of the business

Capripack Midco 2 Limited (the "Company'') is an investment holding entity. The directors are satisfied with the position and performance of the Company.

The results for the financial period are set out on page 9. The Company generated a pre-tax profit of €537,129. Net assets at 31 December 2024 stood at 782,711,871.

Key performance indicators

The Company's primary role is an intermediate holding company and as such it has no material trading activities and therefore there are no key performance indicators.

Future Developments

The Company is expected to generate income in the future through its fixed asset investments. The primary purpose of the Company will remain as a holding company.

Financial Instruments
The Company's principal financial asset is its bank balance and trade and other receivables. The Company has no significant credit risk. The credit risk on liquid assets is limited because the counterparties are banks with high credit ratings assigned by international ratings agencies.
Principal risks and uncertainties
The principal risks are considered to be the wider global economic environment. These risks are reviewed and managed through the Company's business performance and risk management processes. Set out below are the principal risks associated with the Company's activities as an investment holding entity together with the policies agreed by the Board for their management.
Financial risk
Financial risk arises through the Company's holdings in financial assets and financial liabilities. The key financial risk is that proceeds from financial assets are insufficient to fund obligations arising from distributions to its shareholders as they fall due. The most important components of financial risk are; interest rate risk, foreign currency risk; and liquidity risk.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This is related to the underlying valuation of equity instruments.
Management does not beleive the Company is any more exposed to financial statement risk factors than others in the industry and has a system of internal controls and procedures that are designed to mitigate such risks.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company's policy and approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the reputation of the Company.
Foreign currency risk
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to an immaterial level of currency risk as all of the Company's financial assets and liabilities are denominated in Euro.
CAPRIPACK MIDCO 2 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
Risk from environmental matters
Environment risks are the risks that the effects of climate change or environmental factors will have on the operations and cash flows of the Company.
Management does not beleive that the Company is any more exposed than others in the industry has a comprehensive Environmental, Social and Governance (ESG) strategy built along seven pillars, including management, sustainable products, carbon footprints, circular economy, corporate social responsibility, reporting and green financing. The Company has defined clear and specific targets around each of the programs and is working activly to implement the programmes.
Section 172 Statement

The Directors of the Company as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the Companies Act 2006 which is summarised below;

 

The Directors must act in they way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

 

 

The following paragraphs summarise how the Directors fulfill their duties:

                

The Company, through its investment is exposed to diverse risks, and as such considers the wider global economic environment as its principal risk. The Directors, through assessing the company’s performance constantly assess this risk. Details of the Company’s principal risks are contained within the strategic report.

    

As the Company is an investment holding entity in nature the Directors consider that its key stakeholder is Capripack MidCo 1 Limited.        

                            

The Company maintains close relations with its shareholders due to their membership of the wider organisational group. The directors also make themselves available for meetings and interactions with key stakeholders.    

 

The Company also recognises the importance of the stakeholders and engagement activities of its subsidiary company Capripack HoldCo Limited and the key management decisions of the Company can be seen in it's respective financial statements. The Company has no employees other than the directors.

On behalf of the board

.............................................
Mr Kurt Beyer
Director
Date: .............................................
CAPRIPACK MIDCO 2 LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the Period ended 31 December 2024.

Principal activities

The principle activity of the Company during the period was that of a holding company.

Directors

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

Mr Kurt Beyer
Mr Telmo Valido
Mr Lukas Zeitlberger
Dividends paid and declared

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

Directors Indemnities
The Company has not made qualifying third party indemnity provisions for the benefit of its Directors during the year and up to the date of this report.
Political Donations and Charitable Contributions
The Company made no political and charitable donations during the financial period.
Post reporting date events

Subsequent to the reporting date, on 4 March 2025, an indirect subsidiary closed the acquisition of a majority of shares of Aluflexpack AG by settling a purchase agreement with two majority shareholders and a successful public tender offer for the remaining publicly listed shares.

 

The acquisition was financed using a combination of shareholder equity and third-party debt. As of 6 March 2025, the Group owns 98.17% of the shares of Aluflexpack AG, thus meeting the threshold for a statutory squeeze-out under Swiss law. Such squeeze-out is currently undergoing.

 

There are no other significant subsequent events after the reporting date which could have had a material effect on the state of affairs of the Company as at 31st December 2024 that has not been adequately provided for or disclosed in the financial statements.

 

Further information on post reporting date events can be found on note 15.

Future developments

The main features of the Company's future developments can be found in the Strategic Report.

Auditor

On the 21 November 2024 Deloitte LLP were appointed as independent auditors of the Company. Persuant to section 487 of the Companies Act 2006, the directors have resolved that Deloitte will not be re-appointed.

Statement of disclosure to auditor

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.

 

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

 

CAPRIPACK MIDCO 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
Going concern

The Company has prepared a going concern assessment for a period of at least 12 months from the date of approval of these financial statements. Our forecasts and projections consider reasonably possible changes in business operations and demonstrate that the Company has sufficient funds to meet its obligations as they fall due.

 

As of 31 December 2024, the Company recorded a net asset position of €782,711,871, primarily comprising investments in subsidiaries €751,789,720 and cash & cash equivalents €31,129,577. The Company’s current liabilities are limited to €100,000, ensuring that the available cash resources exceed near-term obligations. Furthermore, the Company does not have significant debt obligations or external financing arrangements that would materially impact liquidity.

 

The Directors also note that the Company’s ability to generate cash flows from subsidiary operations, dividend income, or other financing arrangements provides further assurance regarding liquidity. Based on these factors, the Directors are satisfied that the Company has adequate resources to continue as a going concern and have therefore prepared the financial statements on this basis.

On behalf of the board
Mr Kurt Beyer
Director
18 June 2025
CAPRIPACK MIDCO 2 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -

The directors are responsible for preparing the annual 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 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 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:

 

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.

CAPRIPACK MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CAPRIPACK MIDCO 2 LIMITED
- 6 -
Report on the audit of financial statements
Opinion

In our opinion the financial statements of Capripack Midco 2 Limited (the ‘company’):

 

We have audited the financial statements which comprise:

 

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

 

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

CAPRIPACK MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CAPRIPACK MIDCO 2 LIMITED (CONTINUED)
- 7 -
Responsibilities of directors

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

 

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

Auditor's 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 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 further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

Extent to which the audit was considered capable of detecting irregularities, including fraud

 

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

 

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

 

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

 

In addition to the above, our procedures to respond to the risks identified included the following:

 

 

 

CAPRIPACK MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CAPRIPACK MIDCO 2 LIMITED (CONTINUED)
- 8 -
Report on other legal and regulatory requirements
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 strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
  • the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 any material misstatements in the strategic report or the directors' report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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.
We have nothing to report in respect of these matters.

Use of our report

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

 

Christopher Machell FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Cambridge, United Kingdom
18 June 2025
CAPRIPACK MIDCO 2 LIMITED
INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 9 -
Period from
17 July 2023 -
31 December
2024
Notes
Administrative expenses
(6,759)
Operating loss
(6,758)
Interest income
7
543,887
Profit before taxation
537,129
Tax on profit
8
(107,426)
Profit for the financial period
429,703
There were no components of 'other comprehensive income' which are required to be separately disclosed during the current period. The results are from continuing operations.

The notes on pages 12 to 23 form part of these financial statements.

CAPRIPACK MIDCO 2 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
Notes
Non-current assets
Investments in subsidiaries
9
751,789,720
Current assets
Cash and cash equivalents
31,129,577
Current liabilities
Amounts owed to group undertakings
12
(100,000)
Current tax liabilities
(107,426)
Net current assets
30,922,151
Net assets
782,711,871
Equity
Share capital
13
7,822,822
Share premium account
14
774,459,346
Retained earnings
429,703
Equity attributable to owners of the Company
782,711,871
The financial statements were approved by the board of directors and authorised for issue on ......................... and are signed on its behalf by:
..............................................
Mr Kurt Beyer
Director

The notes on pages 12 to 23 form part of these financial statements.

CAPRIPACK MIDCO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Retained earnings
Total
Notes
Balance at 17 July 2023
-
-
-
-
Period ended 31 December 2024:
Issue of share capital
13,14
7,822,822
774,459,346
-
782,282,168
Profit and total comprehensive income
429,703
429,703
Balance at 31 December 2024
7,822,822
774,459,346
429,703
782,711,871

The notes on pages 12 to 23 form part of these financial statements.

CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Capripack MidCo 2 Limited (the Company) is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Second Floor Cleveland House, 33, King Street, London, United Kingdom, SW1Y 6RJ. The company's principal activities and nature of its operations are disclosed in the directors' report page 3.

 

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

1.1
Reporting period

The Company's financial year starts 1 January and ends 31 December except for the reporting period. The reporting period is for 17 months which started from the date of incorporation i.e. 17 July 2023 until 31 December 2024.

1.2
Accounting convention

The Company meets the definition of a qualifying entity under FRS 100 'Application of Financial Reporting Requirements' issued by the FRC. Accordingly these financial statements were prepared in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'.

 

These financial statements are separate financial statements. The Company is exempt from the preparation and delivery of consolidated financial statements, because it is included in the group accounts of Capripack EquityCo Limited. The group accounts of Capripack EquityCo Limited are available to the public and can be obtained as set out in note 15.

The financial statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for the goods and services.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

 

This information is included in the consolidated financial statements of Capripack EquityCo Limited as at 31 December 2024 and these financial statements may be obtained as set out in note 15.

CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Going concern

The Company has prepared a going concern assessment for a period of at least 12 months from the date of approval of these financial statements. Our forecasts and projections consider reasonably possible changes in business operations and demonstrate that the Company has sufficient funds to meet its obligations as they fall due.true

 

As of 31 December 2024, the Company recorded a net asset position of 782,711,871, primarily comprising investments in subsidiaries €751,789,720 and cash & cash equivalents €31,129,577. The Company’s current liabilities are limited to €100,000, ensuring that the available cash resources exceed near-term obligations. Furthermore, the Company does not have significant debt obligations or external financing arrangements that would materially impact liquidity.

 

The Directors also note that the Company’s ability to generate cash flows from subsidiary operations, dividend income, or other financing arrangements provides further assurance regarding liquidity. Based on these factors, the Directors are satisfied that the Company has adequate resources to continue as a going concern and have therefore prepared the financial statements on this basis.

1.4
Investments
Investments in subsidiaries

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

 

Investments in subsidiaries are accounted for at cost less, where appropriate, provisions for impairment.

Investments in associates

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

1.5
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial assets

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

 

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

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets

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

1.7
Taxation

The tax expense represents the sum of current and deferred income tax expense.

Current tax

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

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Foreign exchange

Transactions in currencies other than euros are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.9

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

 

Interest income is recognised in profit or loss and is included in the ‘finance income – interest income’ line item.

CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 15 -
2
Adoption of new and revised standards and changes in accounting policies

The following new standards and amendments are effective for the period beginning 1 January 2023:

 

 

None of these amendments had any impact on the Company.

3
Critical accounting judgements and key sources of estimation uncertainty

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.

 

As part of their assessment, the directors have reviewed all significant areas of judgment and estimation and considered factors such as:

 

Following this assessment, the directors concluded that there are no areas that require critical judgements in applying the Company's accounting policies or key sources of estimation uncertainty.

4
Profit for the period

The pre-tax profit for the period of €537,128.53 represents the difference between total income and total expenses for the reporting period, resulting in a net profit for the period. A breakdown of the expenses can be seen below:

 

 

2024

 

Bank charges

929

Foreing exchange losses

234

Accounting Fees

5596

 

CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 16 -
5
Employees

The Company has no employees other than the directors, who did not receive any remuneration. The directors are remunerated by other group companies, however, no portion of their fees are specifically attributable to services rendered to Capripack Midco 2 Limited.

6
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
For audit services
Audit of the financial statements of the company
6,940

The fees payable to the company's auditor and associates were for audit services, there has been no non-audit services during the period.

 

The audit fees have been borne by another group entity.

7
Interest income
2024
Interest on bank deposits
543,887
8
Taxation
2024
Current tax
UK corporation tax on profits for the current period
107,426

The charge for the Period can be reconciled to the profit per the income statement as follows:

2024
Profit before taxation
537,129
Expected tax charge based on a corporation tax rate of 25.00%
134,282
Income not taxable
(26,856)
Taxation charge for the period
107,426
CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 17 -
9
Investments
2024
Investments in subsidiaries
751,789,720
751,789,720
Movements in non-current investments
Shares in subsidiaries
Cost
At 17 July 2023
-
Additions
751,789,720
At 31 December 2024
751,789,720
Carrying amount
At 31 December 2024
751,789,720

The list of subsidiaries can be found in note 10.

10
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Capripack HoldCo Limited
Second Floor Cleveland House, 33 King Street, London, United Kingdom, SW1Y 6RJ
Ordinary
100
Capripack DebtCo PLC
Second Floor Cleveland House, 33 King Street, London, United Kingdom, SW1Y 6RJ
Ordinary
100
Constantia Flexibles GmbH
Rivergate, Handelskai 92, 1200 Vienna, Austria
Ordinary
100
CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
10
Subsidiaries
(Continued)
- 18 -
Constantia Flexibles Beteiligungs GmbH
Rivergate, Handelskai 92, 1200 Vienna, Austria
Ordinary
100
Constantia Flexibles Group GmbH
Rivergate, Handelskai 92, 1200 Vienna, Austria
Ordinary
100
Constantia Flexibles International GmbH
Rivergate, Handelskai 92, 1200 Vienna, Austria
Ordinary
100
Afripack Holdings Pty. Ltd.
75 Richard Carte Road, Mobeni, Kwa-Zulu Natal, South Africa
Ordinary
74
Afripack Consumer Flexibles Pty. Ltd.
76 Richard Carte Road, Mobeni, 4052, South Africa
Ordinary
74
Afripack Pty. Ltd.
474 Umbilo Road, Durban, 4001, South Africa
Ordinary
100
Constantia Teich GmbH
Mühlhofen 4, 3205 Weinburg, Austria
Ordinary
100
Constantia Flexibles Poland Holding Sp. z o.o.
ul. OPOLSKA, nr 114, 31-323 KRAKÓW, Poland
Ordinary
100
Constantia ColorCap Sp. z o.o.
ul. Przemyslowa 24, 44290 Jejkowice, Poland
Ordinary
100
Constantia Teich Poland Sp. z o.o.
Rogowiec, ul. Austriacka 5, 97410 Kleszczow, Poland
Ordinary
100
Drukpol Flexo Sp. z o.o.
ul. Okunin 27,05-100 Nowy Dwór Mazowiecki, Poland
Ordinary
100
Constantia Verpackungen Deutschland GmbH
Pettermandstrasse 27, 88239 Wangen im Allgäu, Germany
Ordinary
100
Constantia Aloform GmbH
Schlacht 2, 58791 Werdohl, Germany
Ordinary
100
Constantia Alucap s.r.l.
Via Paludi 29, 38051 Borgo Valsugana (TN), Italy
Ordinary
100
Constantia Emballage France SARL
Immeuble Le Montcalm, 2 Rue du Pont Colbert, 78000 Versailles, France
Ordinary
100
CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
10
Subsidiaries
(Continued)
- 19 -
Constantia Copenhagen ApS
Vejleåvej 46, 2635 Ishoj, Denmark
Ordinary
100
Constantia Sittingbourne Ltd.
Eurolink Commercial Park, Bonham Drive, Sittingbourne Kent, ME10 3 RY, United Kingdom
Ordinary
100
Constantia Jeanne d'Arc SAS
Vecqueville, 52300 Joinville, France
Ordinary
100
Constantia Flexibles Sales AB
Kungsgatan 5, 432 40 Varberg, Sweden
Ordinary
100
Constantia Tobepal S.L.U.
Avda. de Burgos, 67, 26006 Logroño, Spain
Ordinary
100
Constantia Vietnam Manufacturing Ltd Liability Company
Lot III - 6, Road No 11, Tan Binh Industrial Park, Tay Thanh Ward, Tan Phu District, Ho Chi Minh City, Vietnam
Ordinary
100
Constantia San Prospero s.r.l.
Via Viazza 102, 41030 San Prospero (Modena), Italy
Ordinary
100
Asas Ambalaj Baski Sanayi ve Ticaret A.S.
Coglu Mahallesi, Necip Fazil Bulvari No: 20, Yenikent 06930 Ankara, Turkey
Ordinary
100
Propak Ambalaj Üretim ve Pazarlama A.S.
Partner Plaza, Yenisehir Mahallesi, Ösgür Sokak, N. 17, Kat 3-4 Atasehir, Istanbul, Turkey
Ordinary
100
Constantia Flexibles Sales GmbH
Rivergate, Handelskai 92, 1200 Vienna, Austria
Ordinary
100
Constantia Patz GmbH
Guntramserstrasse 7, 2620 Loipersbach, Austria
Ordinary
100
Constantia Blythewood LLC
1111 Northpoint Blvd, Blythewood, SC 29016 USA
Ordinary
100
Constantia Colmar LLC
92 County Line Road, Colmar, PA18915, USA
Ordinary
100
Constantia Flexibles Sales B.V.
Blanckestyn 13, 4194 CA Meteren, The Netherlands
Ordinary
100
CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
10
Subsidiaries
(Continued)
- 20 -
Aluprint S de R.L. de C.V.
Eje 120 Número 320 Manzana 335, Zona Industrial Primera Sección San Luis Potosí, San Luis Potosí, Mexico
Ordinary
100
Constantia Flexibles Germany GmbH
Pirkmühle 14-16, 92712 Pirk, Germany
Ordinary
100
Constantia Business Service GmbH
Pirkmühle 14-16, 92712 Pirk, Germany
Ordinary
100
Constantia Fromm GmbH
Föhrenbachstrasse 1, 73630 Remshalden, Germany
Ordinary
100
Constantia Nusser GmbH
Pettermandstrasse 27, 88239 Wangen im Allgäu, Germany
Ordinary
100
Constantia Ebert GmbH
Alte Schmelze 26, 65201 Wiesbaden, Germany
Ordinary
100
Constantia Pirk Geschäftsführungs GmbH
Pirkmühle 14-16, 92712 Pirk, Germany
Ordinary
100
Constantia Pirk GmbH & Co KG
Pirkmühle 14-16, 92712 Pirk, Germany
Ordinary
100
HC Beteiligungs GmbH
Pirkmühle 14-16, 92712 Pirk, Germany
Ordinary
100
Constantia Louvain BVBA
Rue du Bosquet 5, 1348 Louvain-La-Neuve, Belgium
Ordinary
100
Constantia Flexibles Sales s.r.o
Chebská 397, 35301 Mariánské Lazne, Czech Republic
Ordinary
100
FFP Packaging Solutions Ltd.
1-7 Tenter Road, Moulton park Industrial Estate, Northampton, NN3 6PZ
Ordinary
100
Lászlópack Kft.
Hrsz. 0403/38, 2921 Komárom, Hungary
Ordinary
100
Constantia Business Service Austria GmbH
Mühlhofen 4, 3205 Weinburg, Austria
Ordinary
100
CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
10
Subsidiaries
(Continued)
- 21 -
Eveku Österreich GmbH
Rivergate, Handelskai 92, 1200 Vienna, Austria
Ordinary
100
Eveku Spain SL
C/ Suero de Quinones 34-36, 28002 Madrid, Spain
Ordinary
100
Eveku Deutschland GmbH
Pirkmühle 14-16, 92712 Pirk, Germany
Ordinary
100
Eveku Netherlands BV
Fred. Roeskestraat 123, 1076 EE Amsterdam, The Netherlands
Ordinary
100
Eveku Belgium SPRL
Rue Champ du Pihot 66, 4671 Blégny Belgium
Ordinary
100
Teich 2 GmbH
Mühlhofen 4, 3205 Weinburg, Austria
Ordinary
100
Teich 3 GmbH
Mühlhofen 4, 3205 Weinburg, Austria
Ordinary
100
11
Associates

Details of the company's associates at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
SB Packagings Private Ltd.
3rd Floor Vardhman Plaza Corner, Inder Enclave, Paschim Vihar, New Delhi - 110087, Delhi, India
Ordinary
-
32.07
12
Amounts owed to fellow group undertakings
2024
Amounts owed to fellow group undertakings
100,000
Amounts owed to group undertakings are interest free and repayable on demand
CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 22 -
13
Share capital
2024
2024
Ordinary share capital
Number
Authorised
of € 0.01
782,282,173
7,822,822
Issued and fully paid
At 21 July 2023, 5 ordinary shares of € 0.01 each, total consideration of €0.05
5
0.05
At 3 January 2024, 782,282,168 ordinary shares of € 0.01 each, total consideration of 782,282,168.14
782,282,168
7,822,822
782,282,173
7,822,822

The Company has one class of ordinary shares which carry no right to fixed income.

 

The Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

14
Share premium account
2024
At the beginning of the Period
-
Issue of new shares
774,459,346
At the end of the Period
774,459,346
15
Events after the reporting date

Subsequent to the reporting date, on 4 March 2025, an indirect subsidiary closed the acquisition of a majority of shares of Aluflexpack AG by settling a purchase agreement with two majority shareholders and a successful public tender offer for the remaining publicly listed shares.

 

The acquisition was financed using a combination of shareholder equity and third-party debt. As of 6 March 2025, the Group owns 98.17% of the shares of Aluflexpack AG, thus meeting the threshold for a statutory squeeze-out under Swiss law. Such squeeze-out is currently undergoing.

 

There are no other significant subsequent events after the reporting date which could have had a material effect on the state of affairs of the Company as at 31st December 2024 that has not been adequately provided for or disclosed in the financial statements.

 

CAPRIPACK MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 23 -
16
Controlling party

The immediate parent undertaking is Capripack Midco 1 Limited, a Company established under the laws of England and Wales.

 

The ultimate parent and controlling party is Capripack Investor Holdings GP, LLC a limited liability company incorporated in the Cayman Islands with its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

 

The largest and smallest group in which these results are consolidated is Capripack EquityCo Limited and its principal place of business and registered office is at 33, King Street, London, United Kingdom, SW1Y 6RJ. Copies of the consolidated financial statements of Capripack EquityCo Limited can be obtained from its registered office.

2024-12-312023-07-17Mr Kurt BeyerMr Telmo ValidoMr Lukas ZeitlbergerCSC CLS (UK) LimitedfalseCCH SoftwareiXBRL Review & Tag 2022.22025-06-182025-06-180150082822023-07-172024-12-3115008282bus:Director12023-07-172024-12-3115008282bus:Director22023-07-172024-12-3115008282bus:Director32023-07-172024-12-3115008282bus:CompanySecretary12023-07-172024-12-3115008282bus:RegisteredOffice2023-07-172024-12-31150082822024-12-3115008282core:ContinuingOperations2023-07-172024-12-3115008282core:RetainedEarningsAccumulatedLosses2023-07-172024-12-3115008282core:WithinOneYear2024-12-3115008282core:ShareCapital2024-12-3115008282core:SharePremium2024-12-3115008282core:RetainedEarningsAccumulatedLosses2024-12-3115008282core:ShareCapitalOrdinaryShares2024-12-3115008282core:ShareCapital2023-07-172024-12-3115008282core:SharePremium2023-07-172024-12-3115008282core:Non-currentFinancialInstruments2024-12-3115008282bus:PrivateLimitedCompanyLtd2023-07-172024-12-3115008282bus:FRS1012023-07-172024-12-3115008282bus:Audited2023-07-172024-12-3115008282bus:FullAccounts2023-07-172024-12-31xbrli:purexbrli:sharesiso4217:GBP