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

The company was incorporated as a holding company for the trading company Prefere Resins UK Limited (registered number: 08632551). The trading company was purchased on 11 December 2018 from Prefere Resins Holding GmbH. Bota Parent GmbH is the ultimate group parent.

The results for the year and financial position of the company are shown in the financial statements and are in line with expectations. The company continued to incur interest on borrowings that were assigned to the company in the course of business combination across the wider group.

The directors are aware that the company is susceptible to risks and uncertainties and have identified the following principal risks which are monitored on a regular basis.

Market and economic risk

The value of the company’s investment in its subsidiary is exposed to the risk of downturn in general economic conditions affecting its customers. This is mitigated by the operating group's commitment to driving profitable and sustainable growth.

As the company is a simple intermediate holding company whose only activity is to hold and service certain group’s debt, there are no financial or non-financial key performance indicators requiring comment.

The directors of the company are required, as stated in Section 172 of the Companies Act 2006, to take actions which, in good faith, promote the success of each company for the benefit of its members as a whole, and in doing so have regard, amongst other matters, to:

• The likely consequences of any decision in the long term;

• The interests of the company’s employees;

• The need to foster the company’s business relationships with suppliers, customers and others;

• The impact of the company’s operations on the community and the environment;

• The desirability of the company maintaining a reputation for high standards of business conduct; and

• The need to act fairly between members of the company.

The following provides an overview of how the directors have met their obligations under Section 172 in promoting the success of the group.

As the company is an intermediate holding company with no trading activities, no employees, no customers, and no suppliers, its focus is on its shareholders and on supporting the activities of the operating company below it.

The directors of the company recognise their responsibility to deliver returns to its shareholders and enact the strategic plans for long term creation of value in the operating company in a responsible and sustainable manner.

On behalf of the board

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

The company was incorporated as a holding company for the trading company Prefere Resins UK Limited (registered number: 08632551). The trading company was purchased on 11 December 2018 from Prefere Resins Holding GmbH. Bota Parent GmbH is the ultimate group parent.

The company has not traded during the year.

Functional currency

Due to the nature and materiality of the foreign currency transactions it was deemed the functional currency would be €, to give a true and fair representation of the financial statements.

The results for the year are set out on page 8.

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

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The company's operations expose it to financial risks that include the effect of changes in debt, liquidity risk, exchange rate risk and interest rate risk. The company manages liquidity risk through a Prefere Resins Group cash pooling arrangement and is supported by the liquidity of the trading company Prefere Resins UK Limited. The company follows Prefere Resins Group policies on debt, exchange rate, and interest risk limiting exposure to debt movement and exchange rate fluctuations. Interest is negotiated, structured and supported by the Prefere Resins Group liquidity.

The Company’s operations expose it to financial risks that include the effect of changes in debt, liquidity risk, exchange rate risk and interest rate risk. The Company manages liquidity risk through a Prefere Resins Group cash pooling arrangement and is supported by the liquidity of the trading company Prefere Resins UK Limited. The Company follows Prefere Resins Group policies on debt, exchange rate, and interest risk limiting exposure to debt movement and exchange rate fluctuations. Interest is negotiated, structured and supported by the Prefere Resins Group liquidity.

Following the balance sheet date there has been no significant impact to the holding company and a trading impact and going concern review has been conducted through the operational subsidiary, Prefere Resins UK Limited.

The directors expect the company to perform satisfactorily during the forthcoming financial year. The company will continue to provide holding services for the trading company Prefere Resins UK Limited.

Johnston Carmichael LLP were appointed as auditor to the company during the year and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Going Concern

The company made a profit for the year of €3.96m but as at 31 December 2024 had net liabilities of €2.50m.

The company does not trade and it’s only day to day liability is servicing the bank loans which were taken as part of the acquisition of it’s wholly owned subsidiary Prefere Resins UK Limited. The company is wholly reliant on it’s subsidiary to service the bank loan. Prefere Resins UK Limited include the bank loan servicing as part of it’s cashflow forecasting which are formally prepared up to 30 September 2026 and indicate the company is able to meet the obligations to this date.

Based on the above the directors are confident that the company will continue to operate as a going concern; and are satisfied the financial statements should be prepared on this basis.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The directors who held office at the date of approval of this directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the company’s auditor is unaware; and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

We have audited the financial statements of Prefere Resins UK Holding Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of our 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 and 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, 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.

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 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.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• UK GAAP

• Companies Act 2006

• Corporation Tax legislation

• VAT legislation

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

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance including management and those charged with governance of component entities where necessary. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls

• Dividend income recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed 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.

Use of our report

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

There is no other comprehensive income/(expenditure) other than the profit/(loss) stated above.

Prefere Resins UK Holding Limited is a private company limited by shares incorporated in England and Wales. The registered office is Heighington Lane Aycliffe Industrial Park, Newton Aycliffe, County Durham, United Kingdom, DL5 6UE.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in Euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This 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 (to the extent applicable):

• 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Bota Parent GmbH. These consolidated financial statements are available from Prefere Resins Holdings GmbH, Dr.-Hans-Lebach-Straße 6, 15537 Erkner, Germany.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The company made a profit for the year of €3.96m but as at 31 December 2024 had net liabilities of €2.50m.true

The company does not trade and it’s only day to day liability is servicing the bank loans which were taken as part of the acquisition of it’s wholly owned subsidiary Prefere Resins UK Limited. The company is wholly reliant on it’s subsidiary to service the bank loan. Prefere Resins UK Limited include the bank loan servicing as part of it’s cashflow forecasts which are formally prepared up to 30 September 2026 and indicate the company is able to meet the obligations to this date.

The directors have obtained confirmation from Prefere Resins UK Limited that they will not seek repayment of the amount of €8,936,945 and will continue to provide financial support as necessary to enable the company to meet its liabilities as they fall due for a period of at least 12 months from the approval of these financial statements.

Based on the above the directors are confident that the company will continue to operate as a going concern; and are satisfied the financial statements should be prepared on this basis.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company 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, which include cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 the statement of comprehensive income.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 company after deducting all of its liabilities.

Basic financial liabilities, including certain creditors, bank loans, and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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

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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

At each reporting period end date, the directors review the investment value to determine whether there are any indicators that the balance has suffered a permanent diminution of value. Following this assessment, management have concluded that no such impairment indicators exist and such, the carrying value of the investment in subsidiary entities is supported by the underlying valuations.

The carrying value of investments at the reporting date is outlined at note 10.

The company had no employees during the current or prior reporting periods.

The directors did not receive any remuneration during the current or prior reporting periods.

Income from shares in group undertakings relates to dividend income received from the company's subsidiary, Prefere Resins UK Limited.

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

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

Amounts owed to group undertakings is a current non-trade payable of €8,896k (2023: €7,098k). No interest is charged on the outstanding amount as it is wholly repayable upon demand.

Bank loans consist of loan facilities assigned to Prefere Resins UK Holding Limited in the course of business combination across the wider group. During 2024, the facility had an effective interest rate of 5.94% (2023: 7.04%).

This reserve records the cumulative amount of profit and losses, less dividends paid, recorded since incorporation.

The directors consider that there are no material subsequent events to report.

The company has not disclosed transactions with other group companies, as it has taken advantage of the exemption contained within FRS 102.33.1A on the grounds that the company is a wholly owned subsidiary.

During the year ended 31 December 2024, the immediate parent undertaking was Prefere Resins Holding, GmbH, a company incorporated in Germany.

The smallest and largest group which consolidated the results of the company was headed by Bota Parent GmbH. The consolidated financial statements of Bota Parent GmbH may be obtained from Prefere Resins Holdings GmbH, Dr.-Hans-Lebach-Straße 6, 15537 Erkner, Germany. Bota Parent GmbH is controlled by investment funds headed by One Rock Capital Partners.