REGISTERED NUMBER: 03118349 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

INTERKET HOLDINGS UK LTD

Page

Company Information

1

Group Strategic Report

2

to

3

Report of the Directors

4

to

5

Report of the Independent Auditors

6

to

9

Consolidated Income Statement

10

to

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

19

to

30

DIRECTORS:

Mr T J Pattison

Mr C E Parkander

REGISTERED OFFICE:

Unit 2 - Vulcan

Adlington Business Park

Adlington

Macclesfield

Cheshire

SK10 4ZN

REGISTERED NUMBER:

03118349 (England and Wales)

AUDITORS:

Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

The principal activity of the Group in the year under review was the production of a wide range of self-adhesive labels and laminated materials which are supplied to the Dairy, Office Product and Automotive Industries.

The UK Group headed by Interket Holdings UK Limited operates as part of the wider European Interket Group.

REVIEW OF BUSINESS

During the year the business re-located its manufacturing operations from Whaley Bridge to new premises in Adlington. A phased transfer of production equipment took place over a six month period enabling the dismantle and re-commission of each piece of equipment whilst maintaining sufficient production capacity to fulfil customer demand.

Overall customer demand remained at even levels throughout the year which was in line with 2023 as opposed to the fluctuations experienced across the market throughout 2020-2022. Turnover for the full year showed a slight reduction when compared to 2023.

Compared to 2023 Gross Margin was down from 21.0% to 19.8%, the main contributing factors were marginal increases in cost areas including the raw material supply chains and other areas such as transport and machine consumables.

KEY PERFORMANCE INDICATORS

The Group measures progress by reference to operating efficiencies in terms of Machine Speeds, Production Waste and Downtime hours.

The key performance indicator is Earnings Before Interest, Taxation, Depreciation and Amortisation ('EBITDA') which including the one-off costs associated with the re-location showed reduced levels when compared to 2023, decreasing to 1.3% of Turnover:

2024

2023

£'000

£'000

EBITDA

202

1,545

EBITDA as percentage of sales

1.3%

9.3%

The main impact came from the costs associated with the transfer of premises. During the re-location £0.4m was incurred in relation to the transfer of machinery, the operation of dual locations in terms of rent, rates, utilities, etc. incurred a further £0.4m and £0.2m was incurred on the remediation of the old premises prior to the expiry of the lease. Taking into account these one-off costs associated with the re-location the underlying operations show a slight decrease in EBITDA to 8.0% of Turnover.

In addition to the re-location costs, Capital Investment of £1.2m was also made into the new production facility relating to operational supply, feeds and infrastructure.

The Company maintained its accreditations to the BRCGS Standard for Packaging Materials and the Quality Management System ISO 9001:2015.

PRINCIPAL RISKS AND UNCERTAINTIES

Foreign Exchange:

Approximately 40% of the Group's raw material purchases are denominated in Euro currency. This risk is managed through a natural hedge from Euro denominated sales and as required, exchange contracts for the purchase of Euros.

Credit Risk:

The Group is very alert to the risk of customer insolvencies, this risk is managed by a high level focus on the credit control function. Customer payment records are monitored and credit limits are subject to regular review. The Board receives regular reports on amounts overdue and relevant action is taken.

New Customers are screened via a review of filed accounts and the use of credit checks as appropriate.

A Credit Insurance policy remains in place.

OUTLOOK

The Directors expect Turnover to be maintained at a similar level in 2025. It is anticipated that Profitability will return to more positive levels following the one-off costs incurred during 2024. This is further supported by the opportunities to improve production efficiencies in 2025 as a result of the new production facility.

ON BEHALF OF THE BOARD:

Mr T J Pattison - Director

28th April 2025

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

DIVIDENDS

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

DIRECTORS

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

Mr T J Pattison

Mr C E Parkander

Other changes in directors holding office are as follows:

J L Wharmby ceased to be a director after 31st December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Allens Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr T J Pattison - Director

28th April 2025

Opinion

We have audited the financial statements of Interket Holdings UK Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31st December 2024 and of the group's loss for the year then ended;

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

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

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 group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing 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, control environment and business performance including the design of the company's remuneration policies, key drivers for the directors' remuneration, bonus levels and performance targets;

- results of our enquiries of management and the board of directors about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, 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 key laws and regulations we considered in this context included the UK Companies Act and tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

Audit response to risks identified

Our procedure to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management and the board of directors concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; 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.

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.

Paul Wright (Senior Statutory Auditor)

for and on behalf of Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

28th April 2025

TURNOVER

3

15,523,560

-

15,523,560

Cost of sales

(12,447,222

)

-

(12,447,222

)

GROSS PROFIT

3,076,338

-

3,076,338

Sales and marketing costs

(616,274

)

-

(616,274

)

Administrative expenses

(3,050,910

)

(2,850

)

(3,053,760

)

(590,846

)

(2,850

)

(593,696

)

Other operating income

108,004

-

108,004

OPERATING LOSS

(482,842

)

(2,850

)

(485,692

)

Interest receivable and similar income

4,980

2,850

7,830

Interest payable and similar expenses

6

(103,891

)

-

(103,891

)

LOSS BEFORE TAXATION

7

(581,753

)

-

(581,753

)

Tax on loss

8

133,770

-

133,770

LOSS FOR THE FINANCIAL YEAR

(447,983

)

-

(447,983

)

Loss attributable to:

Owners of the parent

(447,983

)

TURNOVER

3

16,296,633

323,974

16,620,607

Cost of sales

(12,872,912

)

(262,656

)

(13,135,568

)

GROSS PROFIT

3,423,721

61,318

3,485,039

Sales and marketing costs

(613,010

)

(31,844

)

(644,854

)

Administrative expenses

(1,993,088

)

(49,141

)

(2,042,229

)

817,623

(19,667

)

797,956

Other operating income

69,698

-

69,698

OPERATING PROFIT/(LOSS)

887,321

(19,667

)

867,654

Profit/loss on sale of intangible fixed assets

5

-

200,000

200,000

887,321

180,333

1,067,654

Interest receivable and similar income

10,549

4,085

14,634

Interest payable and similar expenses

6

(115,513

)

-

(115,513

)

PROFIT BEFORE TAXATION

7

782,357

184,418

966,775

Tax on profit

8

(216,430

)

(41,713

)

(258,143

)

PROFIT FOR THE FINANCIAL YEAR

565,927

142,705

708,632

Profit attributable to:

Owners of the parent

708,632

(LOSS)/PROFIT FOR THE YEAR

(447,983

)

708,632

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(447,983

)

708,632

Total comprehensive income attributable to:

Owners of the parent

(447,983

)

708,632

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

3,266,978

2,710,883

Investments

13

-

-

3,266,978

2,710,883

CURRENT ASSETS

Stocks

14

954,503

1,293,827

Debtors

15

2,667,660

2,850,185

3,622,163

4,144,012

CREDITORS

Amounts falling due within one year

16

3,326,967

2,625,458

NET CURRENT ASSETS

295,196

1,518,554

TOTAL ASSETS LESS CURRENT LIABILITIES

3,562,174

4,229,437

CREDITORS

Amounts falling due after more than one year

17

-

(85,510

)

PROVISIONS FOR LIABILITIES

21

(418,492

)

(552,262

)

NET ASSETS

3,143,682

3,591,665

CAPITAL AND RESERVES

Called up share capital

22

48,380

48,380

Retained earnings

23

3,095,302

3,543,285

SHAREHOLDERS' FUNDS

3,143,682

3,591,665

The financial statements were approved by the Board of Directors and authorised for issue on 28th April 2025 and were signed on its behalf by:

Mr T J Pattison - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

521,502

521,502

521,502

521,502

TOTAL ASSETS LESS CURRENT LIABILITIES

521,502

521,502

CAPITAL AND RESERVES

Called up share capital

22

48,380

48,380

Retained earnings

23

473,122

473,122

SHAREHOLDERS' FUNDS

521,502

521,502

Company's profit for the financial year

-

172,266

The financial statements were approved by the Board of Directors and authorised for issue on 28th April 2025 and were signed on its behalf by:

Mr T J Pattison - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2023

48,380

2,834,653

2,883,033

Changes in equity

Total comprehensive income

-

708,632

708,632

Balance at 31st December 2023

48,380

3,543,285

3,591,665

Changes in equity

Total comprehensive income

-

(447,983

)

(447,983

)

Balance at 31st December 2024

48,380

3,095,302

3,143,682

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2023

48,380

300,856

349,236

Changes in equity

Total comprehensive income

-

172,266

172,266

Balance at 31st December 2023

48,380

473,122

521,502

Changes in equity

Balance at 31st December 2024

48,380

473,122

521,502

Cash flows from operating activities

Cash generated from operations

1

925,138

1,476,266

Interest paid

(90,372

)

(92,792

)

Interest element of hire purchase payments paid

(13,519

)

(22,721

)

Tax paid

(41,713

)

(10,829

)

Net cash from operating activities

779,534

1,349,924

Cash flows from investing activities

Purchase of tangible fixed assets

(1,243,375

)

(629,255

)

Sale of tangible fixed assets

-

37,067

Interest received

7,830

14,634

Net cash from investing activities

(1,235,545

)

(577,554

)

Cash flows from financing activities

Interket loan

-

236,777

Capital repayments in year

(147,237

)

(273,471

)

Net cash from financing activities

(147,237

)

(36,694

)

(Decrease)/increase in cash and cash equivalents

(603,248

)

735,676

Cash and cash equivalents at beginning of year

2

(683,909

)

(1,419,585

)

Cash and cash equivalents at end of year

2

(1,287,157

)

(683,909

)

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

(Loss)/profit before taxation

(581,753

)

966,775

Depreciation charges

687,280

714,286

Profit on disposal of fixed assets

-

(37,067

)

Finance costs

103,891

115,513

Finance income

(7,830

)

(14,634

)

201,588

1,744,873

Decrease in stocks

339,324

427,325

Decrease in trade and other debtors

182,525

316,007

Increase/(decrease) in trade and other creditors

201,701

(1,011,939

)

Cash generated from operations

925,138

1,476,266

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 31st December 2024

31/12/24

1/1/24

£

£

Bank overdrafts

(1,287,157

)

(683,909

)

Year ended 31st December 2023

31/12/23

1/1/23

£

£

Bank overdrafts

(683,909

)

(1,419,585

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Bank overdrafts

(683,909

)

(603,248

)

(1,287,157

)

(683,909

)

(603,248

)

(1,287,157

)

Debt

Finance leases

(231,505

)

147,237

(84,268

)

(231,505

)

147,237

(84,268

)

Total

(915,414

)

(456,011

)

(1,371,425

)

1.	STATUTORY INFORMATION

Interket Holdings UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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 financial statements are presented in Sterling (£).

Going concern

After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Basis of consolidation

The Group consolidated financial statements include the financial statements of the Company and all of its subsidiary undertakings made up to 31 December 2024.

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

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The cost of the business combination is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree plus costs directly attributable to the business combination.

Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets and liabilities is recognised as goodwill. If the net fair value of the identifiable assets and liabilities exceeds the cost of the business combination the excess is recognised separately on the face of the consolidated balance sheet immediately below goodwill.

All inter-group transactions, balances, income and expenses are eliminated in full on consolidation.

Investments in subsidiaries

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements.

Related party exemption

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

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.