REGISTERED NUMBER: 14273536 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

RETOURMATRAS UK LTD.

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

Mr S Beaumont

Mr R A Eaves

Mr C H C V Hemert

Mr N S Oettinger

REGISTERED OFFICE:

Tfr Group

Greenbank Works

Gladstone Street

Blackburn

BB1 3ES

REGISTERED NUMBER:

14273536 (England and Wales)

AUDITORS:

Christian Douglass Accountants Limited

Chartered Accountants

Statutory Auditor

2 Jordan Street

Knott Mill

Manchester

M15 4PY

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

REVIEW OF BUSINESS

The company has continued in its role as group holding company throughout the year. The cost of group borrowing means the company sustained a loss of £484,058 for the year and net assets consequently decreased to £701,307 (2023: £1,185,365).

PRINCIPAL RISKS AND UNCERTAINTIES

The directors are confident that any risks faced by the company, possibly including foreign exchange or liquidity risk from time to time, are minimal due to the low level of activity.

ON BEHALF OF THE BOARD:

Mr N S Oettinger - Director

16 June 2025

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

DIVIDENDS

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

FUTURE DEVELOPMENTS

The company's position as the non-trading holding company is not anticipated to change during the coming year.

DIRECTORS

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

Mr S Beaumont

Mr R A Eaves

Mr C H C V Hemert

Mr N S Oettinger

BRANCHES

At no point during the year did the company operate any branches outside of the United Kingdom.

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of financial instruments and financial risk management.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Christian Douglass Accountants Limited, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr N S Oettinger - Director

16 June 2025

Opinion

We have audited the financial statements of Retourmatras UK Ltd. (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

The audit, conducted in accordance with the ISAs (UK), required the exercise of professional judgment and the application of professional scepticism throughout. The audit was planned so as to identify and assess the risks of material misstatement of the financial statements, howsoever arising, and we subsequently designed and performed audit procedures responsive to those risks. We obtained an understanding of the company's systems of internal control, which management have established as described above, and undertook walkthrough testing to confirm their operation, solely to assist with designing audit procedures that are appropriate in the circumstances. We evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates used by management. We audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business, if any. Further, we reviewed and concluded on the appropriateness of management's use of the going concern basis of accounting.

As a general commercial business, the company does not operate in a heavily regulated environment, however we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, through discussion with the directors and other management (as required by auditing standards), and from inspection of the company's regulatory and legal correspondence and we discussed with the directors and other management, the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our audit team and remained alert for any indications of non-compliance throughout the audit.

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

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with the auditing standards. In addition, as with any audit, there remains a higher risk of non-detection of fraud based irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

Use of our report

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

Mrs Deborah Burton FCA (Senior Statutory Auditor)

for and on behalf of Christian Douglass Accountants Limited

Chartered Accountants

Statutory Auditor

2 Jordan Street

Knott Mill

Manchester

M15 4PY

24 June 2025

TURNOVER

-

-

Administrative expenses

73,168

1,350

(73,168

)

(1,350

)

Other operating income

12,000

12,000

OPERATING (LOSS)/PROFIT

4

(61,168

)

10,650

Interest payable and similar expenses

5

420,866

-

(LOSS)/PROFIT BEFORE TAXATION

(482,034

)

10,650

Tax on (loss)/profit

6

2,024

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(484,058

)

10,650

(LOSS)/PROFIT FOR THE YEAR

(484,058

)

10,650

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(484,058

)

10,650

FIXED ASSETS

Investments

7

3,794,148

3,794,148

CURRENT ASSETS

Debtors

8

1,194,105

1,185,105

CREDITORS

Amounts falling due within one year

9

4,286,946

3,793,888

NET CURRENT LIABILITIES

(3,092,841

)

(2,608,783

)

TOTAL ASSETS LESS CURRENT LIABILITIES

701,307

1,185,365

CAPITAL AND RESERVES

Called up share capital

10

292

292

Share premium

11

1,249,968

1,249,968

Retained earnings

11

(548,953

)

(64,895

)

SHAREHOLDERS' FUNDS

701,307

1,185,365

The financial statements were approved by the Board of Directors and authorised for issue on 16 June 2025 and were signed on its behalf by:

Mr N S Oettinger - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

260

(75,545

)

-

(75,285

)

Changes in equity

Issue of share capital

32

-

1,249,968

1,250,000

Total comprehensive income

-

10,650

-

10,650

Balance at 31 December 2023

292

(64,895

)

1,249,968

1,185,365

Changes in equity

Total comprehensive income

-

(484,058

)

-

(484,058

)

Balance at 31 December 2024

292

(548,953

)

1,249,968

701,307

1.	STATUTORY INFORMATION

RetourMatras UK Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number is 14273536 and it is registered at TFR Group, Greenbank Works, Gladstone Street, Blackburn, BB1 3ES.

The principal activity of the company is that of a holding company.

.

The financial statements are presented in Sterling, which is also the functional currency of the company.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

At the balance sheet date the company had net current liabilities of £3,092,841 (2023: £2,608,783). The company has been assessed as a going concern due to the confirmed ongoing financial support of the subsidiary companies.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Retourmatras UK Ltd. as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Retourmatras B.V., Goudseweg 181e, 2411 HK, Bodegraven, The Netherlands.

Related party exemption

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

Significant judgements and estimates

In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

In preparing these financial statements the directors have made judgements and estimates:

- in determining whether there are any indicators of impairment of the company's tangible fixed assets. Factors taken into account in reaching such a decision include the economic viability and expected future financial performance of the assets; and

- in determining the recoverability of debtors. The company establishes a provision for debtors that are estimated to be irrecoverable and for stocks which are not expected to realise at least cost. When assessing recoverability the directors consider factors such as the ageing of items, past experience of recovery and current information regarding the asset.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Financial assets and liabilities comprising group balances, are measured on a non-discounted basis at transaction price less any necessary impairment. Income and expenditure generated in respect of these financial instruments, including interest receivable and payable, are recognised in the income statement as they accrue.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

3.	EMPLOYEES AND DIRECTORS

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

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

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

4.	OPERATING (LOSS)/PROFIT

The company's audit fees are borne by the subsidiaries.

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Interest on group loans

420,866

-

6.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

Under provision prior year

2,024

-

Tax on (loss)/profit

2,024

-

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

(Loss)/profit before tax

(482,034

)

10,650

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19% (2023 - 19%)

(91,586

)

2,024

Effects of:

Expenses not deductible for tax purposes

-

(2,024

)

Adjustments to tax charge in respect of previous periods

2,024

-

Losses carried forward

91,586

-

Total tax charge

2,024

-

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

3,794,148

NET BOOK VALUE

At 31 December 2024

3,794,148

At 31 December 2023

3,794,148

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

Brosen Limited

Registered office: TFR Group, Greenbank Works, Gladstone Street, Blackburn, BB1 3ES

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

The Furniture Recycling Group Limited

Registered office: Greenbank Works, Gladstone Street, Blackburn, BB1 3ES

Nature of business: Recycling furniture

%

Class of shares:

holding

Ordinary

100.00

Circular Economy Products Limited

Registered office: TFR Group, Greenbank Works, Gladstone Street, Blackburn, BB1 3ES

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

EOL Recycling Limited

Registered office: TFR Group, Greenbank Works, Gladstone Street, Blackburn, BB1 3ES

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed by group undertakings

1,193,505

1,185,105

VAT

600

-

1,194,105

1,185,105

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed to group undertakings

4,284,922

3,793,888

Tax

2,024

-

4,286,946

3,793,888

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

132

A Ordinary

£1

132

132

160

B Ordinary

£1

160

160

292

292

A Ordinary shares have full voting rights and rights to receive dividends from time to time. A Ordinary shareholders rank equally with regards to the company's residual assets (including on a winding up). They do not confer any rights of redemption.

Holders of B Ordinary shares do not have any rights to vote, to payment of dividends or to the company's residual assets (including on a winding up).

11.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2024

(64,895

)

1,249,968

1,185,073

Deficit for the year

(484,058

)

(484,058

)

At 31 December 2024

(548,953

)

1,249,968

701,015

12.	ULTIMATE PARENT COMPANY

The company's parent undertaking is RetourMatras Holding B.V. a company registered in The Netherlands. RetourMatras Holding B.V. heads the smallest and largest group, including the company, for which group accounts are drawn up. Copies of the group accounts can be obtained from Goudseweg 181e, 2411 HK, Bodegraven, The Netherlands.

13.	RELATED PARTY DISCLOSURES

An amount of £4,284,922 (2023: £3,793,888) was owed to the parent company Retourmatras Holding BV at the balance sheet date. Interest of £420,866 (2023: £nil) was charged during the year.

14.	ULTIMATE CONTROLLING PARTY

The directors consider that there is no ultimate controlling party.