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Registered number:
For the year ended
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Porritts & Spencer Limited
Company Information
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Porritts & Spencer Limited
Contents
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Porritts & Spencer Limited
Strategic Report
For the year ended 31 December 2024
The directors present the audited annual report and accounts for the period ending 31 December 2024.
Porritts & Spencer Limited is a 100% directly owned subsidiary of Mativ Luxembourg SarL which is part of Mativ Holdings Inc. The principal activity of Porritts & Spencer Limited (“the Company”) is to act as an intermediate holding company within the Mativ Group of companies. There have not been any significant changes in the Company's principal activities in the period under review and the directors are not aware, at the date of this report, of any likely major changes in the next financial year.
Review of developments and performance during the period The Company delivered a loss before tax totalling £8,122k (2023: Loss before tax £10,331k). As at 31 December 2024, the Company had net assets of £52,308k (2023: £92,408k) and net cash and cash equivalents of £4k (2023: £250k). During the year, the company allotted and issued 27,000,000 ordinary shares of £0.25 each for cash. The shares were allotted on 18 December 2024 at par, resulting in aggregate consideration received of £6,750,000. The shares carry full rights to vote, to dividends, and to capital distribution (including on winding up), and are not redeemable.
The Company is a wholly owned subsidiary of Mativ Holdings Inc. (NYSE: MATV). The directors of Mativ Holdings Inc. manage the Group's risks at a Group level, rather than at an individual subsidiary level. Porritts & Spencer Limited has net assets which are dependent upon the recoverability of intercompany debtors and are therefore reliant on the trading entities’ performance, with the risks and uncertainties of those entities being indirectly relevant to Porritts & Spencer Limited. In addition, the Company’s risks and uncertainties are also aligned with those of Mativ Holdings Inc. The principal risks and uncertainties of Mativ Holdings Inc, which include those of the Company, are discussed in the business review in the group's annual report which does not form part of this report.
No KPIs have been used during the year as management deems metrics on non-trading companies to be not applicable.
The directors take their duties and responsibilities seriously when managing the company.
Section 172(1) Statement The directors of the Company are responsible for overseeing the operations and strategic direction of the Company and are committed to fulfilling their duties under Section 172 of the Companies Act 2006. In performing their responsibilities, the directors have had regard to the interests of the company’s key stakeholders, including shareholders, subsidiary companies, regulators, and other relevant parties. Stakeholder Considerations in Decision-Making As a holding company, the Company does not have direct employees or external customers, but it plays a vital role in supporting and overseeing its subsidiaries and principally in the appointment of Directors and the allocation of capital within the Group’s subsidiaries. The directors engage with the management teams of subsidiary companies to ensure that strategic decisions align with the group’s long-term objectives and the interests of shareholders.
Page 1
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Porritts & Spencer Limited
Strategic Report (continued)
For the year ended 31 December 2024
The board regularly considers:
∙The financial performance and capital requirements of subsidiary companies, ensuring appropriate funding and governance structures.
∙The distribution of profits through dividends and reinvestment decisions to promote sustainable long-term growth.
∙The regulatory and legal frameworks in which the group operates, ensuring compliance with all relevant obligations.
∙The environmental, social, and governance (ESG) responsibilities of the group as a whole.
This report was approved by the board and signed on its behalf.
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Porritts & Spencer 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 directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £4,065,007 (2023 -loss £12,409,749).
Dividends of £42,784,677 (2023: £nil) were paid during the year. The directors do not recommend the payment of a final dividend.
The directors who served during the year were:
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Porritts & Spencer Limited
Directors' Report (continued)
For the year ended 31 December 2024
The directors expect the general level of activity to remain consistent with the year ended 31 December 2024 in the forthcoming year.
Going concern Having considered the net asset position of the company and given appropriate consideration of the potential risks in the foreseeable future, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements – see Note 2.4. Greenhouse gas emissions, energy consumption and energy efficiency action The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
There have been no significant events affecting the Company since the year end.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Porritts & Spencer Limited
Independent Auditors' Report to the Members of Porritts & Spencer Limited
We have audited the financial statements of Porritts & Spencer Limited (the 'Company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the balance sheet, the 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).
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 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.
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.
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.
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Porritts & Spencer Limited
Independent Auditors' Report to the Members of Porritts & Spencer Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial 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 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 directors' report.
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Porritts & Spencer Limited
Independent Auditors' Report to the Members of Porritts & Spencer Limited (continued)
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 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:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
−Identifying, evaluating, and complying with laws and regulations
−Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Porritts & Spencer Limited
Independent Auditors' Report to the Members of Porritts & Spencer Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, 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.
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 auditors' 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 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Exchange Square
Cheshire
SK1 3GG
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Porritts & Spencer Limited
Statement of Comprehensive Income
For the year ended 31 December 2024
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Porritts & Spencer Limited
Registered number: 00134606
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 25 form part of these financial statements.
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Porritts & Spencer Limited
Statement of Changes in Equity
For the year ended 31 December 2024
Page 11
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Porritts & Spencer Limited (‘the Company’) is a private company limited by shares incorporated in England and Wales. The address of the registered office is Manchester Road, Ashton Under Lyne, Greater Manchester, OL7 0ED and the company registration number is 00134606.
The principal activity of the Company is to act as an intermediate holding company within the Mativ Holdings Inc. group.
2.Accounting policies
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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Mativ Holdings Inc. as at 31 December 2024 and these financial statements may be obtained from Company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of
a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006. Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from its registered office, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
In presenting the annual financial statements, the Directors aim to present a fair, balanced and understandable assessment of the Group’s position and prospects.
Having considered the net asset position of the Company and given appropriate consideration of the potential risks in foreseeable future, the directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
Functional and presentation currency
Transactions and balances
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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 Company'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
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.
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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.
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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company 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 Company will continue to recognise the value of the portion of the risks and rewards retained.
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
In the application of the Company’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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. Carrying value of investments in subsidiaries/loans with subsidiaries – the assessment of the discounted cash flows and the key inputs into the future forecasts for the overall Mativ Group involves the use of a market participant discount rates calculated at cash generating unit level. This includes the addition of a premium to reflect the current size and market capitalisation of the Group and compares this to a set of relevant comparators. The cashflows for the Group have been calculated using a Board approved forecast. Critical judgements in applying the Company’s accounting policies The directors have considered whether critical judgements have been made in the process of applying the Company’s accounting policies and have the most significant effect on the amounts recognised in financial statements. The directors do not consider there to be any critical judgements applied.
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 18
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 19
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
10.Taxation (continued)
There were no factors that may affect future tax charges.
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 21
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 22
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
14.Debtors (continued)
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
During the year, the company allotted and issued 27,000,000 ordinary shares of £0.25 each for cash. The shares were allotted on 18 December 2024 at par, resulting in aggregate consideration received of £6,750,000. The shares carry full rights to vote, to dividends, and to capital distribution (including on winding up), and are not redeemable.
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Porritts & Spencer Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Foreign exchange reserve
Profit and loss account
The Company's immediate parent company is Mativ Luxembourg S.a.R.L.
The ultimate parent undertaking and controlling party is Mativ Holdings Inc., which is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from its registered office, from the Company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.
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