REGISTERED NUMBER: 06943583 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the year ended

29 December 2024

for

VIPA Packaging UK Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Cash Flow Statement

9

Notes to the Cash Flow Statement

10

Notes to the Financial Statements

11

DIRECTORS:

M Ehrlich

Mrs S R Sheinman

REGISTERED OFFICE:

Carlyle House, Lower Ground Floor

235 - 237 Vauxhall Bridge Road

London

SW1V 1EJ

REGISTERED NUMBER:

06943583 (England and Wales)

AUDITORS:

Just Audit Limited

Chartered Accountants and Statutory Auditors

Strelley Hall

Main Street

Strelley

Nottingham

NG8 6PE

The directors present their strategic report for the year ended 29 December 2024.

FAIR REVIEW OF BUSINESS

Principal activity of the company is the purchase and export of paper and other waste material for recycling.

The performance of the company declined in 2024 with a loss of £170,330, an increase on the prior period loss of £42,889. This increase was due to several reasons, in particular low market prices and the continuing high financing costs.

The turnover has slightly decreased by around 10% for the year, leading to a reduction in gross profit and an increase in net loss. The financial performance is showing better results post year end, with forecast results back at profitability and margin per ton has returned to better levels due to improved control of the costs affecting it (conflict in Middle East, Red Sea Crisis).

The business forecast for the next two years projects a stabilization in turnover due to the fact that the company has nearly approached its peak in terms of trade volume. Even though market prices are unpredictable, the margin per ton should remain stable due to the financing costs starting to decrease.

The business has secured around 45% of its turnover as of 30 June 2025 as well as an improved margin compared to 2024 for the current financial year ending 29 December 2025.

The net assets of the company have slightly decreased from £2,088,456 to £1,918,126, due to the trading results mentioned above.

The company's key financial performance indicators are Turnover, Gross Profit and retained earnings as detailed in the statement of comprehensive income and balance sheet. No further KPI analysis is considered necessary for an understanding of the financial performance of the company.

PRINCIPAL RISKS AND UNCERTAINTIES

Where necessary the directors will seek advice from relevant professional advisors to consider, assess and identify risks following financial reviews, management accounts and job costing results.

The principal risks and uncertainties over the next 12 months relate to the creation of new paper mills within the UK.

The directors are satisfied that the company has sufficient working capital available to continue trading throughout the 12 months from the date of approval of these accounts.

ON BEHALF OF THE BOARD:

M Ehrlich - Director

16 September 2025

The directors present their report with the financial statements of the company for the year ended 29 December 2024.

DIVIDENDS

No dividends have been distributed for the year ended 29 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 30 December 2023 to the date of this report.

M Ehrlich

Mrs S R Sheinman

STRATEGIC REPORT

The company has chosen, in accordance with the Companies Act 2006, Section 414C(11), to set out in its Strategic Report information to be contained in the Report of the Directors.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

M Ehrlich - Director

16 September 2025

Opinion

We have audited the financial statements of VIPA Packaging UK Limited (the 'company') for the year ended 29 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 29 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.

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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

Rachel Davis BA FCA (Senior Statutory Auditor)

for and on behalf of Just Audit Limited

Chartered Accountants and Statutory Auditors

Strelley Hall

Main Street

Strelley

Nottingham

NG8 6PE

16 September 2025

TURNOVER

4

39,825,501

43,943,199

Cost of sales

39,173,826

42,913,969

GROSS PROFIT

651,675

1,029,230

Administrative expenses

256,786

304,347

394,889

724,883

Other operating income

799

432

OPERATING PROFIT

6

395,688

725,315

Interest receivable and similar income

3,782

6,290

399,470

731,605

Interest payable and similar expenses

7

569,800

769,662

LOSS BEFORE TAXATION

(170,330

)

(38,057

)

Tax on loss

8

-

4,832

LOSS FOR THE FINANCIAL YEAR

(170,330

)

(42,889

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(170,330

)

(42,889

)

FIXED ASSETS

Tangible assets

9

69,938

93,252

CURRENT ASSETS

Stocks

10

2,311,167

1,674,687

Debtors

11

6,185,050

4,978,573

Cash at bank

75,327

272,930

8,571,544

6,926,190

CREDITORS

Amounts falling due within one year

12

6,723,356

4,930,986

NET CURRENT ASSETS

1,848,188

1,995,204

TOTAL ASSETS LESS CURRENT LIABILITIES

1,918,126

2,088,456

CAPITAL AND RESERVES

Called up share capital

13

200,000

200,000

Retained earnings

14

1,718,126

1,888,456

SHAREHOLDERS' FUNDS

1,918,126

2,088,456

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

M Ehrlich - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 31 December 2022

200,000

1,931,345

2,131,345

Changes in equity

Total comprehensive income

-

(42,889

)

(42,889

)

Balance at 29 December 2023

200,000

1,888,456

2,088,456

Changes in equity

Total comprehensive income

-

(170,330

)

(170,330

)

Balance at 29 December 2024

200,000

1,718,126

1,918,126

Cash flows from operating activities

Cash generated from operations

1

(905,089

)

2,093,648

Interest paid

(569,800

)

(769,662

)

Tax paid

(245,195

)

18,849

Net cash from operating activities

(1,720,084

)

1,342,835

Cash flows from investing activities

Purchase of tangible fixed assets

-

(162,130

)

Sale of tangible fixed assets

-

117,532

Interest received

3,782

6,290

Net cash from investing activities

3,782

(38,308

)

Cash flows from financing activities

Net change in group undertaking balances

1,518,699

(1,311,559

)

Net cash from financing activities

1,518,699

(1,311,559

)

Decrease in cash and cash equivalents

(197,603

)

(7,032

)

Cash and cash equivalents at beginning of year

2

272,930

279,962

Cash and cash equivalents at end of year

2

75,327

272,930

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

31/12/22

Year Ended

to

29/12/24

29/12/23

£

£

Loss before taxation

(170,330

)

(38,057

)

Depreciation charges

23,314

32,164

Finance costs

569,800

769,662

Finance income

(3,782

)

(6,290

)

419,002

757,479

(Increase)/decrease in stocks

(636,480

)

527,928

(Increase)/decrease in trade and other debtors

(1,660,380

)

1,153,536

Increase/(decrease) in trade and other creditors

972,769

(345,295

)

Cash generated from operations

(905,089

)

2,093,648

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 29 December 2024

29/12/24

30/12/23

£

£

Cash and cash equivalents

75,327

272,930

Period ended 29 December 2023

29/12/23

31/12/22

£

£

Cash and cash equivalents

272,930

279,962

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 30/12/23

Cash flow

At 29/12/24

£

£

£

Net cash

Cash at bank

272,930

(197,603

)

75,327

272,930

(197,603

)

75,327

Total

272,930

(197,603

)

75,327

4.	OTHER CASH FLOW NOTES

GROUP BALANCES

The movement on group balances is shown as a net cash movement because the gross movements are due principally to the overall group cash management policy rather than being a loan arrangement. Therefore this disclosure is considered to give a more true and fair view.

NON-CASH MOVEMENTS

Included within the year end balances of Amounts owed to group undertakings and Trade debtors is a non-cash movement of £422,178 (2023: £nil).

1.	STATUTORY INFORMATION

VIPA Packaging UK Limited is a private company, limited by shares, registered in England and Wales, number 06943583. The company's registered office address is Carlyle House, Lower Ground Floor, 235 - 237 Vauxhall Bridge Road, London, SW1V 1EJ.

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.

The presentation currency of the financial statements is the Pound Sterling (£).

Going Concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future due to the fact that the company has the continued support of the group. The directors have been given assurance that this support will continue for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions 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 paragraph 33.1 Related Party Disclosures.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates value added tax and other sales taxes. Turnover is recognised when the significant risks and rewards of ownership of the goods are transferred to the customer (usually the "shipped on board date" at the chosen port of loading).

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on reducing balance

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and impairment losses.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.

Significant judgements and key sources of estimation uncertainty

The judgements, estimates and assumptions that management have made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

Determining whether there is any indication that trade debtors and the VAT debtor will not be recovered in full.

Factors considered when reviewing trade debtors include the economic viability and expected future financial performance of the trade debtors. Factors considered when reviewing the recoverability of the VAT debtor include the application of current HMRC guidance and the ongoing operations of the company.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

Period

31/12/22

Year Ended

to

29/12/24

29/12/23

£

£

United Kingdom

7,556,532

3,072,704

Europe

4,411,752

3,753,145

Rest of World

27,857,217

37,117,350

39,825,501

43,943,199

5.	EMPLOYEES AND DIRECTORS

Period

31/12/22

Year Ended

to

29/12/24

29/12/23

£

£

Wages and salaries

766,263

820,284

Social security costs

65,656

62,008

Other pension costs

1,761

1,321

833,680

883,613

The average number of employees during the year was as follows:

Period

31/12/22

Year Ended

to

29/12/24

29/12/23

Management

1

1

Production

5

5

Administration

2

1

8

7

Included within Wages and salaries are group recharges for group staff amounting to £419,389 (2023: £494,963)

Period

31/12/22

Year Ended

to

29/12/24

29/12/23

£

£

Directors' remuneration

60,000

60,000

Directors' pension contributions to money purchase schemes

1,761

1,321

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

6.	OPERATING PROFIT

The operating profit is stated after charging:

Period

31/12/22

Year Ended

to

29/12/24

29/12/23

£

£

Depreciation - owned assets

23,314

32,164

Audit of the company accounts

24,000

24,000

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

31/12/22

Year Ended

to

29/12/24

29/12/23

£

£

Commissions and interest paid

569,800

769,662

8.

TAXATION

Analysis of the tax charge

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

Period

31/12/22

Year Ended

to

29/12/24

29/12/23

£

£

Current tax:

Under provision in prior year

-

4,832

Tax on loss

-

4,832

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:

Period

31/12/22

Year Ended

to

29/12/24

29/12/23

£

£

Loss before tax

(170,330

)

(38,057

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 19%)

(42,583

)

(7,231

)

Effects of:

Deferred tax asset not provided for

-

4,910

Over (Under) provision in current year

-

2,346

Under provision in prior period

-

4,807

Losses carried forward

42,583

-

Total tax charge

-

4,832

9.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 30 December 2023

and 29 December 2024

135,980

DEPRECIATION

At 30 December 2023

42,728

Charge for year

23,314

At 29 December 2024

66,042

NET BOOK VALUE

At 29 December 2024

69,938

At 29 December 2023

93,252

10.

STOCKS

2024

2023

£

£

Stocks

2,311,167

1,674,687

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

4,864,783

3,972,744

Amounts owed by group undertakings

-

31,725

Other debtors

629,227

429,846

VAT

691,040

544,258

6,185,050

4,978,573

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

2,442,340

1,429,757

Amounts owed to group undertakings

4,066,221

3,001,425

Tax

-

245,195

Social security and other taxes

3,125

-

Other creditors

158,496

208,868

Accruals and deferred income

53,174

45,741

6,723,356

4,930,986

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

200,000

Ordinary

£1

200,000

200,000

14.

RESERVES

Retained

earnings

£

At 30 December 2023

1,888,456

Deficit for the year

(170,330

)

At 29 December 2024

1,718,126

15.	PARENT COMPANY

The Company is 100% owned by its immediate parent company, VIPA Holding SA, a company incorporated in Switzerland. The parent company draws up consolidated financial statements which include the results for VIPA Packaging UK Limited and its registered office is Gal. Benjamin-Constant 1, 1003, Lausanne, Switzerland.