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Registered number: NI030895
VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
COMPANY INFORMATION
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Mr Jose Guadalupe Calixto Gortarez
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Carnbane Industrial Estate
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AAB Group Accountants Limited
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
CONTENTS
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Independent auditors' report
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Consolidated statement of comprehensive income
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Consolidated balance sheet
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Consolidated analysis of net debt
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Notes to the financial statements
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the Strategic Report for the year to 31 December 2024.
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It is pleasing that the Group has delivered another profitable year as evidenced by the table below.
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It was another challenging year, with reduced demand leading to increased competition for work. High energy prices, continuing large uplifts in the National Minimum wage as well as uncertainty in various parts of the world were all contributing factors. This has resulted in reduced turnover and consequently profit.
As reported previously, in November 2023 Van Genechten Packaging (VGP) acquired 100% of the Cartoncare Group and we had our first full year of trading as part of the Group in 2024 which has allowed us new opportunities in all areas of the business and set the groundwork for further integration and growth.
Our Values
We create brand value through outstanding packaging solutions to achieve our customers’ business objectives. Van Genechten’s vision is to be the leading independent European folding carton solution provider driven by these CORE values (we find synergy indeed with the values of the CartonCare Group over the preceding years):
• Customer focus
• Collaboration
• Ownership
• Respect
• Excellence
Across the CartonCare Group we continue to receive the highest levels of approvals in all areas of business. In ISO 9001 / PS 9000, BRC Grade AA, ISO 14001, HCAPP and Chain of Custody FSC, PEFC.
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Page 1
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
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The process of risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to Board approval and ongoing review by the Management Team. Compliance with regulations, legal and ethical standards are a high priority for the Group and all such approvals and Certifications are current.
We have reviewed all risks and opportunities in light of our position as part of the Van Genechten Packaging Group.
Performance in our market is affected by general economic conditions, and the Directors carry out regular reviews including assessments of Competitor activity, market trends and Customer behaviour. The Group monitor on an ongoing basis both supply and selling prices, product quality and the service levels provided to customers - which remains the highest priority to us all.
The Companies use financial instruments throughout the business. The core risks associated with the Company's financial instruments (i.e. interest-bearing loans, cash, short dated liquid investments and finance leases, on the operational level trade receivables and payables) are: Currency Risk, Interest Rate Risk and Credit Risk. The Board reviews and agrees policies for the prudent management of these risks as follows:
Currency Risk
The Group is exposed to some foreign currency exchange risk – principally the euro in the normal course of business. The effect of this currency risk will of course continue to be a factor. However, across the Group we have significant sales in Euro as well as purchases, which of course helps mitigate currency fluctuations.
The Group adopts a position monitoring Sales in foreign currencies with a view to matching the exposure on a rolling 12 month basis. Presently no financial instruments are used to hedge foreign exchange risk, however, this position is kept under review by the Directors.
Now, as part of VGP, the effect of this risk on our business is diminishing.
Finance and interest rate risk.
The Group’s objective in relation to interest-rate management is to minimize the impact of interest rate volatility on interest rate costs in order to protect recorded profitability.
Credit risk
The vast majority of our sales are through MSO Cleland (c. 90%) and it has no significant concentrations of credit risk. Customers who wish to trade on credit terms are subject to strict verification procedures in advance of credit being awarded; they are continually monitored, credit limits set and appropriate levels of Credit Insurance in place.
The Board will continue to monitor all these positions closely.
To our colleagues, we thank you for your continued hard work and passion for excellence.
To our customers, we thank you for placing your trust with us and continuing to work with us in partnership. We look forward to expanding our offering and improving our business to better serve you.
Going forwards, we believe we are in a strong position as part of the expanding Van Genechten Packaging Group. We believe that the strength of the Group far outweighs the sum of its parts and are looking forward to further integration and opportunities.
We look forward to growing our presence in the UK market.
On behalf of the board
Page 2
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board on 30 April 2025 and signed on its behalf.
Mrs Joanna Calixto
Director
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Page 3
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The principal activity of the Group continued to be that of manufacture of other paper and paperboard containers.
On 14 April 2025, the company changed its name from Cartoncare Limited to VG Cartoncare Ltd.
The loss for the year, after taxation, amounted to £272,077 (2023 - profit £293,833).
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
The directors who served during the year and up to the date of the financial statements were:
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Mr Jose Guadalupe Calixto Gortarez
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The auditors, AAB Group Accountants Limited, are deemed to be reappointment in accordance with section 487 (2) of the Companies Act 2006.
Directors' responsibilities statement
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The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 4
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
This report was approved by the board on 30 April 2025 and signed on its behalf.
Mrs Joanna Calixto
Director
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Page 5
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
We have audited the financial statements of VG Cartoncare Ltd (Formerly Cartoncare Limited) (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 Group's and of the parent company's affairs as at 31 December 2024 and of the Group's loss 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.
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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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
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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 Group's or the parent 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.
Page 6
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED) (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent company 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
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As explained more fully in the Directors' responsibilities statement set out on page 4, 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 Group's and the parent 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 Group or the parent company or to cease operations, or have no realistic alternative but to do so.
Page 7
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED) (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory framework applicable to the Company through enquiry of management, industry research and the application of cumulative audit knowledge. We identified the following principal laws and regulations relevant to the Company – Companies Act 2006 and the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102).
We developed an understanding of the key fraud risks to the entity (including how fraud might occur), the controls in place to help mitigate those risks, and the accounts, balances and disclosures within the financial statements which may be susceptible to management bias. Our understanding was obtained through review of the financial statements for significant accounting estimates, analysis of journal entries, walkthrough of the key controls cycles in place and enquiry of management.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
Page 8
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED) (CONTINUED)
identify during our audit.
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 Auditors' 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.
Deborah Mullen (Senior statutory auditor)
for and on behalf of
AAB Group Accountants Limited
Statutory Auditors
Dromalane Mill
The Quays
Newry
Co. Down
BT35 8QS
30 April 2025
Page 9
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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(Loss)/profit before taxation
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(Loss)/profit for the financial year
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(Loss)/profit for the year attributable to:
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Non-controlling interests
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Owners of the parent company
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 18 to 38 form part of these financial statements.
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Page 10
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
REGISTERED NUMBER: NI030895
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Equity attributable to owners of the parent company
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 April 2025.
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Prof. Frank Ohle
Director
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The notes on pages 18 to 38 form part of these financial statements.
Page 11
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
REGISTERED NUMBER: NI030895
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Net assets excluding pension asset
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Profit and loss account brought forward
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Loss/(profit) for the year
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 April 2025.
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Prof. Frank Ohle
Director
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The notes on pages 18 to 38 form part of these financial statements.
Page 12
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Equity attributable to owners of parent company
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Non-controlling interests
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Purchase of shares in subsidiary from non-controlling interest
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 18 to 38 form part of these financial statements.
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Page 13
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 18 to 38 form part of these financial statements.
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Page 14
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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(Loss)/profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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(Increase)/decrease in debtors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Purchase of shares in subsidary from non-controlling interest
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of/new finance leases
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Loans due from/(repaid to) directors
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Movements on invoice discounting
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Net cash used in financing activities
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Page 15
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 18 to 38 form part of these financial statements.
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Page 16
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
The notes on pages 18 to 38 form part of these financial statements.
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Page 17
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VG Cartoncare Ltd (“the company”) is a private limited company domiciled and incorporated in Northern Ireland. The registered office is Carnbane Industrial Estate, Newry, Co. Down, Northern Ireland, BT35 6QQ.
The group consists of VG Cartoncare Ltd and all of its subsidiaries.
The principal activity of the Group continued to be that of manufacture of other paper and paperboard containers.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this Company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements for parent Company information presented within the consolidated financial statements:
∙Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of
shares;
∙Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes
and disclosures;
∙Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’:
Carrying amounts, interest income/expense and net gains/losses for each category of financial
instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
∙Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The following principal accounting policies have been applied:
Page 18
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Page 19
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
Page 20
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Page 21
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Short-term leasehold property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 22
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Page 23
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Page 24
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the group’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 accountingestimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on
amounts recognised in the financial statements.
Carrying value of stock
Stock represents goods held for sale and is measured at the lower of cost and net realisable value. Net realisable value is the estimated selling prices in the ordinary course of business, less estimated costs necessary to make the sale. Provision is made where the carrying value exceeds the expected net realisable value based on historical experience.
Recoverability of debtors
Estimates are made in respect of the recoverable value of trade and other debtors. When assessing the level of provisions required, factors including current trading experience, historical experience and the ageing profile of debtors is considered.
Valuation of tangible fixed assets
Tangible fixed assets are depreciated over their useful lives, taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and my vary depending on a number of factors. In assessing asset lives, factors such as technological advancements, product life cycles and maintenance programs are taken into account. Residual value assessments consider such issues as remaining life of the asset, projected disposal value and future market conditions.
The whole of the turnover is attributable to manufacture of other paper and paperboard containers.
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All turnover arose within the United Kingdom.
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Page 25
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Government grants receivable
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The operating profit is stated after charging:
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Other operating lease rentals
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Depreciation of owned tangible fixed assets
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Depreciation of tangible fixed assets held under finance leases
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Profit on disposal of tangible fixed assets
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Amortisation of intangible assets
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During the year, the Group obtained the following services from the company's auditors:
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Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements
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Page 26
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £78,414 (2023 - £73,288).
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Other interest receivable
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Page 27
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
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Origination and reversal of timing differences
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Page 28
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Utilisation of tax losses
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Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
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Unrelieved tax losses carried forward
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 29
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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Page 30
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Short-term leasehold property
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Assets under construction
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Charge for the year on owned assets
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Charge for the year on financed assets
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Page 31
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
14.Tangible fixed assets (continued)
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Charge for the year on owned assets
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Page 32
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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Direct subsidiary undertakings
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The following were direct subsidiary undertakings of the company:
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399 Castlereagh Road, Belfast, BT5 6QP
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The Haysfield, Malvern, Worcestershire,
WR14 1GF
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Indirect subsidiary undertakings
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The following were indirect subsidiary undertakings of the company:
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399 Castlereagh Road, Belfast, BT5 6QP
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MSO Cleland Ireland Limited
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13-18 City Quay,
Dublin 2, Ireland,
D02 ED70
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399 Castlereagh Road, Belfast, BT5 6QP
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Page 33
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Raw materials and consumables
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Finished goods and goods for resale
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
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Inventory is stated after a provision of £298,390 (2023: £543,687).
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Amounts owed by group undertakings
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Prepayments and accrued income
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Trade debtors are subject to invoice discounting where appropriate.
Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
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Cash and cash equivalents
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Page 34
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Included in other loans are commercial finance facilities of £nil (2023: £2,067,468) which are secured by a fixed and floating charge over the assets of VG MSO Ltd, together with a cross guarantee from parent and fellow subsidiary companies.
Included in other loans are commercial finance facilities of £nil (2023: £108,801) which are secured by a fixed and floating charge over the assets of VG Pendragon Ltd.
The bank loans are secured by a fixed and floating charge over the assets of the VG Cartoncare Ltd.
Close Brothers Limited has charges over assets held within property, plant and equipment, in relation to loan facilities, which will crystallise in the event of default by the Company. The total amount of the facilities are accounted for within obligations under finance lease and hire purchase contracts and other loans.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Government grants received
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Page 35
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Security for loans above is disclosed in note 19.
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
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Page 36
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charged to profit or loss
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The deferred tax balance is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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Short term timing differences
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Allotted, called up and fully paid
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4,115,818 (2023 - 4,115,818) Ordinary shares of £1.00 each
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The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £150,054 (2023 - £169,365).
Page 37
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VG CARTONCARE LTD (FORMERLY CARTONCARE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Commitments under operating leases
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At 31 December 2024 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The ultimate parent undertaking is Van Genechten NV, a company incorporated in Belgium.
The smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is VG Cartoncare Ltd and are available from the registered office. The largest group of undertakings for which group financial statements are drawn up and of which the company is a member is Van Genechten NV.
The ultimate controlling party is Philippe De Somer by virtue of his shareholding in the ultimate parent undertaking.
Page 38
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