Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-3198836675201397450298836675200falsetrue2024-04-05false802024-12-31156194170.25 15619417 2024-04-04 15619417 2024-04-05 2024-12-31 15619417 1 2024-04-05 2024-12-31 15619417 2023-01-01 2024-04-04 15619417 2024-12-31 15619417 d:CompanySecretary1 2024-04-05 2024-12-31 15619417 d:Director1 2024-04-05 2024-12-31 15619417 d:Director1 2024-12-31 15619417 d:Director2 2024-04-05 2024-12-31 15619417 d:Director2 2024-12-31 15619417 d:Director3 2024-04-05 2024-12-31 15619417 d:Director3 2024-12-31 15619417 d:Director4 2024-04-05 2024-12-31 15619417 d:Director5 2024-04-05 2024-12-31 15619417 d:Director5 2024-12-31 15619417 d:Director6 2024-04-05 2024-12-31 15619417 d:Director7 2024-04-05 2024-12-31 15619417 d:Director7 2024-12-31 15619417 d:Director8 2024-04-05 2024-12-31 15619417 d:Director9 2024-04-05 2024-12-31 15619417 d:Director9 2024-12-31 15619417 d:Director10 2024-04-05 2024-12-31 15619417 d:Director10 2024-12-31 15619417 d:Director11 2024-04-05 2024-12-31 15619417 d:Director11 2024-12-31 15619417 d:RegisteredOffice 2024-04-05 2024-12-31 15619417 e:CurrentFinancialInstruments 2024-12-31 15619417 e:Non-currentFinancialInstruments 2024-12-31 15619417 e:ShareCapital 2024-04-05 2024-12-31 15619417 e:ShareCapital 2024-12-31 15619417 e:CapitalRedemptionReserve 2024-04-05 2024-12-31 15619417 e:CapitalRedemptionReserve 2024-12-31 15619417 e:RetainedEarningsAccumulatedLosses 2024-04-05 2024-12-31 15619417 e:RetainedEarningsAccumulatedLosses 2024-12-31 15619417 d:OrdinaryShareClass1 2024-04-05 2024-12-31 15619417 d:OrdinaryShareClass1 2024-12-31 15619417 d:FullIFRS 2024-04-05 2024-12-31 15619417 d:Audited 2024-04-05 2024-12-31 15619417 d:FullAccounts 2024-04-05 2024-12-31 15619417 d:PrivateLimitedCompanyLtd 2024-04-05 2024-12-31 15619417 e:Subsidiary1 2024-04-05 2024-12-31 15619417 e:ContinuingOperations 2024-04-05 2024-12-31 15619417 e:ContinuingOperations 1 2024-04-05 2024-12-31 15619417 1 2024-04-05 2024-12-31 15619417 11 2024-04-05 2024-12-31 15619417 11 2024-04-05 2024-12-31 15619417 13 2024-04-05 2024-12-31 15619417 e:Non-currentFinancialInstruments e:Secured 2024-12-31 15619417 33 2024-04-05 2024-12-31 15619417 f:Euro 2024-04-05 2024-12-31 iso4217:GBP xbrli:pure xbrli:shares
Registered number: 15619417


KETER GROUP HOLDING LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

 
KETER GROUP HOLDING LIMITED
 
 
 
COMPANY INFORMATION

 
Directors
Pepijn R Dinandt 
Gilead Halevy 
Jonathan A Kolodny 
Niraj Patel 
Ehud Sagi 
Nadav Tiomkin 
Itzhak Wiesenfeld 
John H A Wyatt 




Company secretary
Nir Palistrant



Registered number
15619417



Registered office
Beaumont Industrial Estate
Beaumont Road

Banbury

Oxon

OX16 1RH




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH





 
KETER GROUP HOLDING LIMITED
 
 
 
CONTENTS


Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 11
Statement of profit or loss and other comprehensive income
12
Statement of financial position
13
Statement of changes in equity
14
Statement of cash flows
15
Notes to the financial statements
16 - 35
Detailed profit and loss account and summaries
35

 
KETER GROUP HOLDING LIMITED
 
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
Introduction
 
The company was incorporated on 5 April 2024 and commenced activity on the same day. The directors present their strategic report on the company for the period ended 31 December 2024. The principal activity of the company during the year was that of a holding company.

Business review
 
The company is an investment entity. On 11 April 2024 the company purchased its investment in Keter Group B.V. and its subsidaries.

Financial key performance indicators
 
The company has no KPIs other than that of a holding company, being the carrying value of the investments in subsidiary companies.

Principal risks and uncertainties
 
The company's principal financial risk is the valuation of its investment. The directors regularly review the carrying value of the asset and adjustments are made to the carrying value at each year-end.

The company is also exposed to interest rate risk on its floating-rate borrowings linked to EURIBOR, with changes in market rates directly affecting finance costs.

Credit risk is limited to receivables and cash balances, which are monitored on an ongoing basis.

Other key performance indicators
 
The directors are mindful of environmental issues and have sought to minimise the impact of the company's and its investments' activities on the environment. More information can be found at https://www.keter.com /en-gb/sustainability .html

Directors' statement of compliance with duty to promote the success of the company
 
Section 172 (1)(a) to (f) requires the directors to act in the way they consider would be most likely to promote the success of the company for the benefit of its members, as a whole, with regard to the following matters:

a) The likely consequences of any decision in the long-term

The directors consider the medium- and long-term impact of decisions when setting the company’s strategic direction. This includes financial outcomes as well as effects on directors, senior management, employees, and the wider group culture. The board also evaluates potential impacts on client relationships, the company’s reputation, and shareholder confidence.

Long-term plans are agreed with the company’s members and supported by annual budget and forecast discussions, which consider material changes in circumstances. These are reviewed regularly by directors and board members at both Group and subsidiary level, ensuring that strategic decisions remain aligned with the company’s long-term objectives and stakeholder interests.
Page 1

 
KETER GROUP HOLDING LIMITED
 
 
 
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024

b) The interests of the company's employees
 
The company has no employees other than the directors. The directors nevertheless have regard to the interests of employees within the wider group when making decisions, recognising the importance of their wellbeing, engagement and development.

In 2024, this included supporting group-wide initiatives such as enhanced health and safety programmes, expanded training opportunities, and employee engagement surveys to ensure that feedback informs operational and strategic priorities. These actions help maintain a motivated and skilled workforce across the group, contributing to long-term success.

c) The need to foster the company's business relationships with suppliers, customers and others
 
The Board recognises the importance of maintaining and developing strong and long-term relationships with  suppliers, customers and other stakeholders. This responsibility is managed at the subsidiary level, where operational teams engage directly with partners to ensure alignment with our values, ethical standards, and strategic objectives.

Subsidiaries work closely with suppliers through regular communication, performance reviews and compliance checks to ensure quality, reliability and mutual benefit. Engagement with customers focuses on delivering durable and innovative products that meet evolving needs while supporting environmental goals, such as reducing waste and extending product lifecycles.

Across the group, we uphold strict anti-bribery and anti-corruption policies, fair credit terms and transparent communication, fostering trust and collaboration that underpin the company's long-term success.

d) The impact of the company's operations on the community and environment
 
The Board is mindful of the impact the company’s operations have on the community and the environment. This responsibility is managed at the subsidiary level, where operational teams implement initiatives to reduce our environmental footprint and contribute positively to local communities.

The subsidiaries' products are designed to be durable, functional and innovative, with a focus on minimising environmental impact through sustainable design and production practices. In line with our published sustainability commitments, by 2025 we aim to reduce greenhouse gas emissions from production by 25%, achieve zero waste to landfill from production, and increase recycled content in total production to 55%.

Progress in 2024 included a 22% reduction in emissions per ton, zero waste to landfill at seven plants, and recycled content reaching 43%. We also supported local communities through employment, skills development, and over 8,700 hours of employee volunteering, alongside partnerships with charities and schools to promote environmental awareness and education. These targets are supported by ongoing investment in resource efficiency, waste reduction, and responsible sourcing, ensuring that environmental and community considerations are integrated into decision-making across the group.

e) The desirability of the company maintaining a reputation for high standards of business conduct

The directors believe it is crucial that the company is trusted by all stakeholders to maintain the highest standards in business and corporate governance, and these important aspects are regularly emphasised during  board meetings as well as in senior-management conversations.

We enforce the management and the staff to behave responsibly and ensure that we operate the business in an accountable manner and, in doing so, we will contribute to the continued success of the company.
Page 2

 
KETER GROUP HOLDING LIMITED
 
 
 
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024

f) The need to act fairly as between members of the company

The directors have regular and open dialogue with the shareholders and ensure that all members are treated fairly and equally.


This report was approved by the board and signed on its behalf.




Ehud Sagi
Director

Date: 4 December 2025

Page 3

 
KETER GROUP HOLDING LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the period ended 31 December 2024.

Principal activity

Keter Group Holding Limited is a holding entity and the principal activity of the company during the period was investing funds for the purpose of generating returns through capital appreciation and investment income.

Business review

The business was incorporated on 5 April 2024. During the period the company purchased its investment in Keter Group B.V. and its subsidaries. The directors consider the financial position of the company at the period-end to be satisfactory.

Directors

The directors who served during the period were:

Pepijn R Dinandt (appointed 16 June 2024)
Gilead Halevy (appointed 16 June 2024)
Jonathan A Kolodny (appointed 20 November 2024)
Ehud Sagi (appointed 31 October 2024)
Itzhak Wiesenfeld (appointed 16 June 2024)
Jame Donath (appointed 5 April 2024, resigned 12 June 2024)
Michael Magerman (appointed 5 April 2024, resigned 31 December 2024)
Alejandro Pena (appointed 5 April 2024, resigned 31 October 2024)

Qualifying third party indemnity provisions
 
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year and these remain in force at the date of this report. 
 

Matters covered in the Strategic Report
 
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.


Acquisition of own shares

On 10 September 2024 the company purchased and subsequently cancelled 100,000 ordinary shares of €0.00001 each. The acquisition was to establish the ownership structure of the company. The transaction represented 0.0014% of the called up share capital of the company.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Page 4

 
KETER GROUP HOLDING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Post year end events

Subsequent to the year end, on 28 April 2025 the ordinary shares were redesignated as ordinary A shares.

On 26 March 2025, the company’s owners approved a new Management Incentive Plan (MIP), designed to grant share-based options to select employees, primarily senior executives. These options are tied to the value of Keter Group B.V.’s underlying equity. The implementation of the new MIP was scheduled for the first half of 2025.

This report was approved by the board and signed on its behalf.
 



Ehud Sagi
Director

Date: 4 December 2025
Page 5

 
KETER GROUP HOLDING LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024

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

Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Page 6

 
KETER GROUP HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KETER GROUP HOLDING LIMITED
 

Opinion


We have audited the financial statements of Keter Group Holding Limited for the period ended 31 December 2024 which comprise the statement of profit or loss and other comprehensive incomethe Statement of Financial Position, 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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

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 period then ended;

have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; 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's 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.

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. Our evaluation of the Directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:
 
We obtained a copy of management going concern assessment memo, understood their assumptions used within the going concern assessment and assessed the reasonableness of those assumptions.
We understood the terms of the company and group's bank facilities and shareholder loans and assessed management's review of the covenants on this debt.
                                                                                                            
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.

Page 7

 
KETER GROUP HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KETER GROUP HOLDING LIMITED (CONTINUED)


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 reportOur 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.

Opinion on other matters prescribed by the Companies Act 2006


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

the information given in the strategic report and the Directors' report for the financial period 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.


Page 8

 
KETER GROUP HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KETER GROUP HOLDING LIMITED (CONTINUED)


Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the 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.


Responsibilities of directors

As explained more fully in the Directors' responsibilities statement on page 2, 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.

Auditor's 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 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.

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:

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 applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company sector;
we focused on specific laws and regulations which we considered may havea direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection;
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.
Page 9

 
KETER GROUP HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KETER GROUP HOLDING LIMITED (CONTINUED)



We assessed the susceptibility of the company’s financial statements to material misstatement, including
obtaining an 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
considering the internal controls 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 a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates as set out in note 4 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

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;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HM Revenue and Customs 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 inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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 auditor's report.





 





 



Page 10

 
KETER GROUP HOLDING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KETER GROUP HOLDING LIMITED (CONTINUED)


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.




 
 
Krishan Sivathondan (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

5 December 2025
Page 11

 
KETER GROUP HOLDING LIMITED
 
 
 
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024

Period ended
31 December
2024
Note

  

  

Administrative expenses
  
(1,244,007)

Loss from operations
  
(1,244,007)

  

Finance expense
 7 
(55,778,572)

Fair value gains
 16.4 
734,941,274

Profit before tax
  
677,918,695

  

Tax expense
 8 
(183,735,319)

Profit for the period
  
494,183,376


Total comprehensive income
  
494,183,376

The notes on pages 16 to 35 form part of these financial statements.

Page 12

 
KETER GROUP HOLDING LIMITED
REGISTERED NUMBER: 15619417
 
 
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
Note

Assets

Non-current assets
  

Non-current investments
 10 
1,361,000,000

Current assets
  

Trade and other receivables
 11 
106,998

  

Total assets

  

1,361,106,998

Liabilities

Non-current liabilities
  

Loans and borrowings
 13 
674,397,667

Deferred tax liability
 8 
183,735,319

Current liabilities
  

Trade and other liabilities
 12 
8,091,910

  

Total liabilities
  
866,224,896

  

  

Net liabilities
  
494,882,102


Issued capital and reserves
  

Share capital
 14 
698,725

Capital redemption reserve
 15 
1

Retained earnings
 15 
494,183,376

TOTAL EQUITY
  
494,882,102

The financial statements on pages 12 to 35 were approved and authorised for issue by the board of Directors and were signed on its behalf by:




Ehud Sagi
Director
Date: 4 December 2025

The notes on pages 16 to 35 form part of these financial statements.

Page 13

 
KETER GROUP HOLDING LIMITED

 
 
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024


Share capital
Capital redemption reserve
Retained earnings
Total equity



Comprehensive income for the period



Profit for the period
-
-
494,183,376
494,183,376

Total comprehensive income for the period
-
-
494,183,376
494,183,376

Contributions by and distributions to owners





Issue of share capital
698,726
-
-
698,726

Purchase of own shares
-
1
-
1

Shares cancelled during the period
(1)
-
-
(1)

Total contributions by and distributions to owners
698,725
1
-
698,726

At 31 December 2024
698,725
1
494,183,376
494,882,102

The notes on pages 16 to 35 form part of these financial statements.

Page 14

 
KETER GROUP HOLDING LIMITED

 
 
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2024
Note

Cash flows from operating activities
  

Profit for the period
  
494,183,376

Adjustments for
  

Finance expense
 7 
55,778,572

Net gain arising on financial assets designated as at fair value through profit or loss
 16.4 
(734,941,274)

Income tax expense
 8 
183,735,319

  
(1,244,007)

Movements in working capital:
  

Increase in trade and other receivables
 11 
(106,998)

Increase in trade and other payables
 12 
1,351,005

Cash generated from operations
  
-

  

Net increase in cash and cash equivalents
  
-

  

Cash and cash equivalents at the end of the period
 19 
-

The notes on pages 16 to 35 form part of these financial statements.

Page 15

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

1.


General Information

Keter Group Holding Limited (the 'company') is a limited company incorporated in the United Kingdom. The company's registered office is at Beaumont Industrial Estate, Beaumont Road, Banbury, Oxon, OX16 1RH

The company's principal activity is to invest funds solely for the purpose of generating returns through capital appreciation and investment income.

These financial statements are prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB"). The financial statements are prepared on a going concern basis and have been prepared on a historical cost basis, except for investments which have been measured at fair value.

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


2.Accounting policies

 
2.1

Basis of consolidation

In accordance with the exemption given in Section 405(3)(c) of the Companies Act 2006, the company's interest in its subsidiaries are held exclusively with a view to a subsequent resale, and in line with IFRS 10 Consolidated Financial Statements Section 31, the investments are held as part of an investment portfolio. Accordingly, consolidated financial statements are not prepared and the investments are reflected at fair value.



2.2

Going concern

The financial statements have been prepared on a going concern basis. The directors consider this basis to be appropriate as the company is funded by its shareholders through equity and debt. The company's principal investment is regularly monitored and is evaluated at fair value annually by an independent specialist. The directors have a reasonable expectation that the company will continue to meet its liabilities as they fall due for a period of at least twelve months from the date these financial statements were approved.The directors have concluded that there are no material uncertainties that may cast significant doubt on the company's ability to continue as a going concern.

Page 16

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.3

Investments

The company has determined that it meets the definition of an investment entity as defined in IFRS 10 Consolidated Financial Statements. In making this judgement, management considered the criteria in IFRS 10, including:
 
The company obtains funds from investors for the purpose of providing investment management services;
The company commits to its investors that its business purpose is to invest solely for returns from capital appreciation, investment income, or both;
The company measures and evaluates the performance of substantially all of its investments on a fair value basis.

Accordingly the investment in subsidiary undertakings is carried at fair value.

More details about the valuation methodology is disclosed in note 16 to the financial statements.

Page 17

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

Trade receivables from intercompany recharges are recognised when the related goods or services are delivered or rendered to the related party. These receivables are initially measured at cost without applying mark up.

Impairment of financial assets 

A financial asset that is not measured at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence of impairment. The company applies an expected credit loss model to such assets, including trade receivables, loans and other financial assets measured at amortised cost.

A financial asset is considered impaired if there is objective evidence of credit loss as a result of one or more events that occurred after initial recognition, and those events have a negative impact on the estimated future cash flows of the asset that can be measured reliably.

For trade receivables, the company applies the simplified approach, recognising lifetime expected credit losses from initial recognition. For other financial assets, the general approach is applied, recognising twelve month expected credit losses unless there has been a significant increase in credit risk since initial recognition, in which case lifetime expected credit losses are recognised.

Loss allowances are recognised in profit or loss and deducted from the carrying amount of the asset. Financial assets are written off when there is no reasonable expectation of recovery.
Page 18

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.4
Financial assets (continued)


 
2.5

Financial liabilities


(i) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by an entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the company's own equity instruments is recognised and deducted directly in equity. No    gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the company's    own equity instruments.


(ii) Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the company, and commitments issued by the company to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.

Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

Derecognition of financial liabilities

The company derecognises financial liabilities when, and only when, the company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.


2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 19

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Taxation

Current tax is the amount of income tax payable on the taxable profits arising in the year and prior years. Taxable profit differs from net profit as reported in the statement of profit or loss because it excludes items of income or expense that are taxable or deductible in other years, it includes items that are tax deductible but do not affect net profit and it further excludes items that are never taxable or deductible.

Current tax assets and liabilities are measured at the amounts expected to be recovered from or paid to the taxation authorities, using tax rates and laws enacted or substantively enacted at the reporting date.

Income tax expense represents the sum of the tax currently payable and deferred tax.

Deferred tax arises from temporary differences between taxable profits and total comprehensive income. These temporary differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base.Deferred tax assets are recognised only to the extent that it is probable that taxable profits will be available against which the deductible temporary differences can be utilised.


2.8

Amendments to accounting standards impacting future periods

At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB or IFRIC. None of these Standards or amendments to existing Standards have been adopted early by the company and no Interpretations have been issued that are applicable and need to be taken into consideration by the company at the reporting date.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the company's financial statements.

Page 20

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

3.


Accounting estimates and judgments

3.1 Judgment

Assessment as an investment entity

The directors consider the company to be an investment holding company, with the underlying investments representing an investment portfolio ("with a view to a subsequent resale"), and not as a group holding company through which business is carried out. Accordingly, these financial statements are presented in respect of the company, and do not consolidate the underlying investments. The investments are carried at fair value, with fair value movements shown through the profit and loss account.


3.2 Estimates and assumptions

Fair value of investments

The determination of fair value involves significant judgment and estimation, particularly where observable market prices are not available. Key assumptions used in the valuation models include: 
- 5 year forecasted cashflows,
- terminal revenue growth factor,
- discount rate.

Given the level of judgment involved, changes in assumptions or market conditions could significantly affect the reported fair value of investments.

More details about the investment valuation methodology is disclosed in note 16 to the financial statements.


4.


Auditor's remuneration

During the period, the company obtained the following services from the company's auditor and its associates:


Period ended
31 December
2024

Audit fee
193,809

Fees payable to the company's auditor and its associates in respect of:

Taxation compliance services
5,000

Page 21

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

5.


Employee benefit expenses

Period ended
31 December
2024

Employee benefit expenses (including Directors) comprise:

Wages and salaries
216,784

216,784


The monthly average number of persons, including the Directors, employed by the company during the period was as follows:


Period ended
31 December
2024
No.

Directors
8

8


6.


Directors' remuneration

2024


Directors' emoluments
216,784

216,784

There are no key management personnel other than the directors.


Page 22

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

7.


Finance income and expense

Recognised in profit or loss


Period ended
31 December
2024



Finance expense

Loan interest payable
55,778,572

Total finance expense
55,778,572


Net finance expense recognised in profit or loss
55,778,572

Page 23

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

8.


Tax expense

8.1 Income tax recognised in profit or loss



Period ended
31 December
2024


Deferred tax expense

Origination and reversal of timing differences
183,735,319

Total deferred tax
183,735,319


183,735,319

The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to profits for the period are as follows:


Period ended
31 December
2024


Profit for the period
494,183,376

Income tax expense (including income tax on associate, joint venture and discontinued operations)
183,735,319

Profit before income taxes
677,918,695


Tax using the company's domestic tax rate of 25%
169,479,674

Expenses not deductible for tax purposes including corporate interest restriction
13,444,643

Unrelieved tax losses carried forward
18,022

Group relief
792,980

Total tax expense
183,735,319

Changes in tax rates and factors affecting the future tax charges

As at 31 December 2024 the company had not held its investment for the twelve month period needed to qualify for the substantial shareholding exemption. Accordingly a deferred tax liability has been recorded in respect of the fair value uplift to the investment as at 31 December 2024. The resulting deferred tax liability of €183,735,319 will reverse in the financial statements for the year ended 31 December 2025.

Page 24

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

8.Tax expense (continued)

8.2 Deferred tax balances

The following is the analysis of deferred tax assets/(liabilities) presented in the statement of financial position:


Period ended
31 December
2024


Deferred tax liabilities
(183,735,319)

(183,735,319)



Recognised in profit or loss
Closing balance
        
        
2024
Deferred tax (liabilities)/assets in relation to:



Investments

(183,735,319)

(183,735,319)



(183,735,319)


(183,735,319)



8.3 Unrecognised deductible temporary differences, unused tax losses and unused tax credits

Period ended
31 December
2024

Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable to the following:

- tax losses (revenue in nature)
72,089

72,089


8.4 International tax reform - Pillar Two model rules

The company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in the United Kingdom, the jurisdiction in which Keter Group Holding Limited is incorporated and has come into effect from 31 December 2023. The company has assessed its exposure to the Pillar Two Legislation for 2024. This assessment indicates that the company expects no exposure to top-up taxes as a result of the Pillar Two legislation.

Page 25

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

9.


Subsidiaries

On 11 April 2024 the company purchased the entire share capital of Keter Group B.V. This investment is held at fair value as described in note 2.3. 

Details of the company's material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary

Principal activity
Place of incorporation and operation
Proportion of ownership interest and voting power held by the company (%)



2024







1Keter Group B.V.

Holding company

Netherlands
 
100


Page 26

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

9.Subsidiaries (continued)

Keter Group B.V. itself holds the following subsidiaries:
ole21e1.png
Page 27

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

10.

Non-current investments

2024
Note

Investment in subsidiaries
 9 
1,361,000,000

  
1,361,000,000

For details of the valuation methodology and movements in the year, see note 16.
 
The investments are pledged as security for borrowings, see note 20.


11.


Trade and other receivables


2024


Receivables from related parties
106,998

Total financial assets other than cash and cash equivalents classified as loans and receivables
106,998

Total current portion
106,998


12.


Trade and other payables


2024

Non-current

Total non-current trade and other payables


Current

Trade payables
139,954

Payables to related parties
1,489,191

Accruals
6,462,765

Total
8,091,910

Total current trade and other payables
8,091,910

Page 28

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

13.


Loans and borrowings

2024

Non-current

Shareholder loans
674,397,667

674,397,667

Current

Total loans and borrowings
674,397,667

The shareholder loans are unsecured, due for repayment on 31 December 2029 and bear interest as follows:
Cash interest at 0.025 multiplied by EURIBOR; and
PIK interest at a rate of 5% per annum which is accrued and capitalised each quarter.

14.


Share capital

Authorised

2024
2024
Number

Shares treated as equity
Ordinary shares of €0.00001 each

69,872,517,851

698,725

69,872,517,851

698,725


There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

Issued and fully paid

2024
2024
Number

Ordinary shares of €0.00001 each

Shares issued

69,872,617,851

698,726

Shares redeemed

100,000

1

At 31 December
69,872,517,851

698,725


Page 29

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

15.


Reserves


The profit and loss account includes all current and prior period retained profits and losses.

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve arising from the redemption or purchase of the company's own shares.


16.


Financial instruments - fair values and risk management

16.1 Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.


Carrying amount
31 December 2024
Note
Mandatorily at FVTPL - others
Amortised cost
Total


        €'000
        €'000
        €'000

Financial assets measured at fair value


  

 



Equity securities

 10 

1,361,000

-

1,361,000



  


1,361,000
-
1,361,000
Financial assets not measured at fair value


  





Trade and other receivables

 11 

-

107

107

Financial liabilities not measured at fair value


  





Shareholder loans

 13 

-

(674,398)

(674,398)

Amounts owed to group undertakings

 13 

-

(1,489)

(1,489)

Trade payables

 12 

-

(140)

(140)


  


-
(676,027)
(676,027)


16.2 Market risk

The entity is exposed to market risk in relation to investments in subsidiaries that are measured at FVTPL. The maximum exposure at the end of the reporting period is the carrying amount of these investments, €1,361,000,000.

Page 30

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

16.Financial instruments - fair values and risk management (continued)


16.3 Interest rate risk management

The company is exposed to interest rate risk because the company borrows funds at both fixed and floating interest rates. The risk is managed by the company by maintaining an appropriate mix between fixed and floating rate borrowings, taking into account market conditions and the company's risk appetite. The company did not enter into any interest rate swaps, forward interest rate contracts, or other hedging arrangements during the reporting period.

Interest rate sensitivity analysis

The following table illustrates the sensitivity of profit or loss before tax to reasonably possible changes in interest rates, assuming all other variables remain constant. The analysis is based on the company's floating rate borrowings at the reporting date and reflects a 50 basis point increase or decrease in interest rates.



Increase in base points
Impact on profit/loss before tax, €
Decrease in base points

Impact on profit/loss before tax, €

Shareholder loans
50
60,295
(50)
(60,295)


16.4 Fair value measurements

This note provides information about how the company determines fair values of various financial assets and liabilities.

Fair value of financial assets and liabilities that are measured at fair value on a recurring basis

Some of the company's financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).


Financial assets/liabilities
Fair value at period end, €
Fair value hierarchy
Valuation technique(s) and key input(s)

2024




Investments in subsidiaries
1,361,000,000
Level 3
Income approach using the Discounted Cashflow Method.
 
Key inputs:
- 5 year forecasted cashflows,
- terminal revenue growth factor,
- discount rate


Page 31

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

16.Financial instruments - fair values and risk management (continued)


16.4 Fair value measurements (continued)

Reconciliation of Level 3 fair value measurements



Investment in subsidiaries
Total
        
        
31 December 2024

Total gains or losses:




- in profit or loss

734,941,274

734,941,274

Purchases

626,058,726

626,058,726

Closing balance


1,361,000,000
1,361,000,000

Page 32

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

16.Financial instruments - fair values and risk management (continued)


16.4 Fair value measurements (continued)

The fair value of financial asset is based on unobservable and observable inputs. The company's investment is a direct equity participation in Keter Group B.V., which is not directly quoted in an active market.

Valuation process

The company used a third party expert for the valuation of financial items required for financial reporting purposes, including level 3 fair values. Keter Group comprises of two segments, the Indoor segment and the Outdoor segment, and these have been valued separately.

The valuation method adopted is an income approach using the Discounted Cashflow Method. The valuation reflects the exit price in an orderly transaction between market participants in the principal market at the measurement date. Observable inputs have been maximised and unobservable inputs minimised. Company-specific synergies have been excluded unless they would be available to market participants.

The quantitative information about the significant unobservable inputs used in level 3 fair value measurements and how a reasonable change in the input would affect the fair value is:

Revenue growth factor for 2025 to 2029: 
°3% - 14% depending on the segment and geography.
Terminal revenue growth factor from 2029 onwards: 
°3.2%. 
°A decrease in the rate by 1 percentage point would decrease the fair value by €110m. An increase in the rate by 1 percentage point would increase the fair value by €88m.
Discount rate: 
°9.5%. 
°A decrease in the rate by 1 percentage point would increase the fair value by €169m. An increase in the rate by 1 percentage point would decrease the fair value by €142m.

The main level 3 inputs used by the group are derived and evaluated as follows:

Discount rates for financial assets and financial liabilities are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset. 
Revenue growth factor is estimated based on market information for similar types of companies in similar geographies.

Page 33

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

17.
Related party transactions

Transactions with related parties are as follows:




Relationship

Transaction

Amount
Amount due (to)/from related parties




2024
 
2023 
2024 
2023 




 
 
 
 



Subsidiaries
Recharges resulting in accounts receivable
-
-
106,998
-


Recharges resulting in accounts payable
-
-
(1,489,191)
-


Amounts owed to related parties are unsecured, interest free and due for repayment within one year.


18.


Controlling party

In the opinion of the directors there isno ultimate controlling party. 

19.

Notes supporting statement of cash flows




The consideration for the acquisition of the investments in subsidiaries was the assumption of debt liabilities. As such, this was a non-cash transaction. 


20.


Contingent liabilities

The company's investments and receivables have been pledged as security for borrowings by subsidiary undertakings. The carrying amount of the borrowings as at 31 December 2024 is €733,831,721.
 
Page 34

 
KETER GROUP HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

21.


Capital management

The company's objective in managing capital is to maintain an optimal capital structure that supports its operations and maximises shareholder value, while ensuring compliance with applicable laws and regulations. Capital is managed to safeguard the company's ability to continue as a going concern and to provide returns to shareholders.

Net debt is calculated as total borrowings less cash and cash equivalents. Equity comprises all components of equity as presented in the statement of financial position.

The company is not subject to any externally imposed capital requirements.

The gearing ratio at 31 December 2024 was as follows:

2024


Debt
674,397,667

Net debt
674,397,667


Capital and reserves
495,080,911

Total equity
495,080,911

Net debt to total equity ratio
136% 

The net debt to equity ratio reflects the company's initial capital structure, which was established during its first year of operations. 


22.

Events after the reporting date

Subsequent to the year end, on 28 April 2025 the ordinary shares were redesignated as ordinary A shares.

On 26 March 2025, the company’s owners approved a new Management Incentive Plan (MIP), designed to grant share-based options to select employees, primarily senior executives. These options are tied to the value of Keter Group B.V.’s underlying equity. The implementation of the new MIP was scheduled for the first half of 2025.
Page 35