REGISTERED NUMBER: 04352675 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TPBI UK LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Simon Christopher Edwards

Kamol Borrisuttanakul

Saksit Borrisuttanakul

Ms Shuleeporn Borrisuttanakul

Sittichai Borrisuttanakul

Somsak Borrisuttanakul

Waris Charoenpanich

Miss Chamaiporn Uerpairojkit

SECRETARY:

Simon Christopher Edwards

REGISTERED OFFICE:

Unit 1

Rosevale Business Park

Newcastle Under Lyme

ST5 7UB

REGISTERED NUMBER:

04352675 (England and Wales)

AUDITORS:

Fairhurst Audit Services Ltd

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

BANKERS:

HSBC UK BANK plc

2nd Floor

Landmark

St Peter's Square

1 Oxford Street

Manchester

M1 4PB

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

REVIEW OF BUSINESS

Principal activity

The principal activity of the company and the group is the development and sale of bespoke packaging solutions.

Performance review

The results for the year and the financial position of the group is shown in the annexed accounts.

There has again been a significant improvement from previous years brought about by a focus on profitability and supply chain efficiencies. We continue to increase our responsible, sustainable and environmental solutions to our customers in line with our internal commitment to reduce the company's carbon footprint over the medium and long term.

Turnover for the year reduced to £16.6, (2024) compared to £21.7m (2023). The group's profits increased to £544k (2024), compared to £253k (2023).

PRINCIPAL RISKS AND UNCERTAINTIES

The key risks associated with the business are:

Cost risk

As a manufacturer profitability is sensitive to supplier price changes, including changes to exchange rate movements. The company works closely with its supplier base to manage effectively the scale and timing of price changes.

Credit Risk

The group has a significant investment in working capital in the form of trade debtors. The failure of any customer to honour its debts could have a material impact on the company's results The risk is mitigated by our credit control function who monitor the payment profile of our customers and are in regular communication regarding payment.

Competitor Risk

The group operates in highly competitive markets. The group competes effectively through its strong focus on and regular monitoring of customer service, its breadth and depth of product offering and the recruitment and retention of staff who have excellent product knowledge.

There are a number of other risks that we manage which are not considered key risks. The group is subject to the impact of general economic conditions and the competitive environment. These are mitigated in ways common to all businesses and not specific to the group.

GOING CONCERN

The Directors are of the opinion that the group's cash flow forecast and revenue projections show that it should be able to operate within its current facilities and will remain profitable. Accordingly the directors have a reasonable expectation that the group has adequate resources to continue in existence for at least twelve months from the date of signing these financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

FINANCIAL INSTRUMENTS

The group holds or issues financial instruments to finance its operations and enters into contracts to manage risks arising from those operations and its sources of finance in accordance with its accounting policies.

In addition various financial instruments such as debtors, cash and trade creditors arise directly from the group's operations. Cash is placed only with reputable financial institutions to minimize credit risk.

Operations and working capital requirements are financed by a mixture of retained profits and finance loans.

ON BEHALF OF THE BOARD:

Simon Christopher Edwards - Director

16 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the development and sale of bespoke packaging solutions.

DIVIDENDS

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

DIRECTORS

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

Simon Christopher Edwards

Kamol Borrisuttanakul

Saksit Borrisuttanakul

Ms Shuleeporn Borrisuttanakul

Sittichai Borrisuttanakul

Somsak Borrisuttanakul

Waris Charoenpanich

Miss Chamaiporn Uerpairojkit

Other changes in directors holding office are as follows:

Carl Butler - resigned 31 January 2024

Ms Wandee Poolpol - resigned 13 September 2024

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

AUDITORS

The auditors, Fairhurst Audit Services Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Simon Christopher Edwards - Director

16 September 2025

Opinion

We have audited the financial statements of TPBI UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 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 31 December 2024 and of the group's 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 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.

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.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;

-

we identified those laws and regulations which 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;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining and understanding of how fraud might occur, by;

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud: and

-

considered the internal control in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions; and

-

Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspections of regulatory and legal correspondence, if any.

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.

Jane Dennis BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Fairhurst Audit Services Ltd

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

16 September 2025

TURNOVER

16,646,470

21,689,042

Cost of sales

11,682,593

16,493,695

GROSS PROFIT

4,963,877

5,195,347

Administrative expenses

4,005,011

4,311,084

958,866

884,263

Other operating income

-

61,422

OPERATING PROFIT

5

958,866

945,685

Cost of fundamental reorg

6

-

144,734

958,866

800,951

Interest receivable and similar income

-

2,149

958,866

803,100

Interest payable and similar expenses

7

386,847

480,811

PROFIT BEFORE TAXATION

572,019

322,289

Tax on profit

8

28,312

69,787

PROFIT FOR THE FINANCIAL YEAR

543,707

252,502

Profit attributable to:

Owners of the parent

543,707

252,502

PROFIT FOR THE YEAR

543,707

252,502

OTHER COMPREHENSIVE INCOME

Foreign currency translation movement

(116,213

)

(71,969

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(116,213

)

(71,969

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

427,494

180,533

Total comprehensive income attributable to:

Owners of the parent

427,494

180,533

FIXED ASSETS

Tangible assets

11

5,286,974

6,016,345

Investments

12

-

-

5,286,974

6,016,345

CURRENT ASSETS

Stocks

13

2,045,374

2,169,928

Debtors

14

2,884,341

3,852,748

Cash at bank and in hand

1,450,109

1,199,147

6,379,824

7,221,823

CREDITORS

Amounts falling due within one year

15

6,036,195

7,277,899

NET CURRENT ASSETS/(LIABILITIES)

343,629

(56,076

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,630,603

5,960,269

CREDITORS

Amounts falling due after more than one year

16

2,064,926

2,822,086

NET ASSETS

3,565,677

3,138,183

CAPITAL AND RESERVES

Called up share capital

21

1,923,261

1,923,261

Share premium

22

1,588

1,588

Capital redemption reserve

22

76,939

76,939

Other reserves

22

(166,516

)

(50,303

)

Retained earnings

22

1,730,405

1,186,698

SHAREHOLDERS' FUNDS

3,565,677

3,138,183

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

Simon Christopher Edwards - Director

FIXED ASSETS

Tangible assets

11

5,286,305

6,014,906

Investments

12

934,040

934,040

6,220,345

6,948,946

CURRENT ASSETS

Stocks

13

1,640,066

1,603,126

Debtors

14

2,441,403

3,310,062

Cash at bank and in hand

468,243

515,669

4,549,712

5,428,857

CREDITORS

Amounts falling due within one year

15

5,719,532

7,023,113

NET CURRENT LIABILITIES

(1,169,820

)

(1,594,256

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,050,525

5,354,690

CREDITORS

Amounts falling due after more than one year

16

2,064,926

2,822,086

NET ASSETS

2,985,599

2,532,604

CAPITAL AND RESERVES

Called up share capital

21

1,923,261

1,923,261

Share premium

22

1,588

1,588

Capital redemption reserve

22

76,939

76,939

Retained earnings

22

983,811

530,816

SHAREHOLDERS' FUNDS

2,985,599

2,532,604

Company's profit for the financial year

452,995

42,235

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

Simon Christopher Edwards - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

1,923,261

934,196

1,588

Changes in equity

Total comprehensive income

-

252,502

-

Balance at 31 December 2023

1,923,261

1,186,698

1,588

Changes in equity

Total comprehensive income

-

543,707

-

Balance at 31 December 2024

1,923,261

1,730,405

1,588

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 January 2023

76,939

21,666

2,957,650

Changes in equity

Total comprehensive income

-

(71,969

)

180,533

Balance at 31 December 2023

76,939

(50,303

)

3,138,183

Changes in equity

Total comprehensive income

-

(116,213

)

427,494

Balance at 31 December 2024

76,939

(166,516

)

3,565,677

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

1,923,261

488,581

1,588

76,939

2,490,369

Changes in equity

Total comprehensive income

-

42,235

-

-

42,235

Balance at 31 December 2023

1,923,261

530,816

1,588

76,939

2,532,604

Changes in equity

Total comprehensive income

-

452,995

-

-

452,995

Balance at 31 December 2024

1,923,261

983,811

1,588

76,939

2,985,599

Cash flows from operating activities

Cash generated from operations

1

2,239,107

1,948,355

Interest paid

(366,876

)

(460,888

)

Interest element of hire purchase and finance lease rental payments paid

(19,971

)

(19,923

)

Tax paid

(27,361

)

(55,721

)

Net cash from operating activities

1,824,899

1,411,823

Cash flows from investing activities

Purchase of tangible fixed assets

(191,566

)

(369,777

)

Sale of tangible fixed assets

13

500

Sale of fixed asset investments

10

-

Interest received

-

2,149

Net cash from investing activities

(191,543

)

(367,128

)

Cash flows from financing activities

Loan repayments in year

(828,205

)

(375,915

)

Capital repayments in year

(609,632

)

(720,332

)

Movement on intercompany balances

55,443

(350,417

)

Net cash from financing activities

(1,382,394

)

(1,446,664

)

Increase/(decrease) in cash and cash equivalents

250,962

(401,969

)

Cash and cash equivalents at beginning of year

2

1,199,147

1,601,116

Cash and cash equivalents at end of year

2

1,450,109

1,199,147

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

2024

2023

£

£

Profit before taxation

572,019

322,289

Depreciation charges

920,817

979,935

Loss on disposal of fixed assets

-

100

Movement on exchange rate reserve

(116,107

)

(74,124

)

Profit on disposal of investment

(10

)

-

Finance costs

386,847

480,811

Finance income

-

(2,149

)

1,763,566

1,706,862

Decrease in stocks

124,556

852,801

Decrease in trade and other debtors

866,681

834,306

Decrease in trade and other creditors

(515,696

)

(1,445,614

)

Cash generated from operations

2,239,107

1,948,355

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 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

1,450,109

1,199,147

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

1,199,147

1,601,116

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

1,199,147

250,962

1,450,109

1,199,147

250,962

1,450,109

Debt

Hire purchase and finance leases

(2,243,964

)

609,632

(1,634,332

)

Debts falling due within 1 year

(1,129,378

)

578,205

(551,173

)

Debts falling due after 1 year

(1,240,000

)

250,000

(990,000

)

(4,613,342

)

1,437,837

(3,175,505

)

Total

(3,414,195

)

1,688,799

(1,725,396

)