REGISTERED NUMBER: 05453178 (England and Wales)

VERSAPAK GROUP LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

1 SEPTEMBER 2023 TO 31 DECEMBER 2024

Page

Company information

1

Group strategic report

2

Report of the directors

3

Report of the independent auditors

5

Consolidated income statement

8

Consolidated other comprehensive income

9

Consolidated balance sheet

10

Company balance sheet

11

Consolidated statement of changes in equity

12

Company statement of changes in equity

13

Consolidated cash flow statement

14

Notes to the consolidated cash flow statement

15

Notes to the consolidated financial statements

17

DIRECTORS:

C G Napthine

R P Napthine

X C Barber

B G Barber

REGISTERED OFFICE:

Aspen House

Stephenson Road

Colchester

Essex

CO4 9QR

REGISTERED NUMBER:

05453178 (England and Wales)

AUDITORS:

Berringers LLP

Chartered Accountants

and Statutory Auditors

Lygon House

50 London Road

Bromley

Kent

BR1 3RA

The directors present their strategic report of the company and the group for the period 1 September 2023 to 31 December 2024.

REVIEW OF BUSINESS

The principal activity of the group is the manufacture and sales of the Versapak tamper evident pouches and seals through our website and direct business channels.

The group reports a successful 16 month period with turnover of £6,645,466 and EBITDA of £905,486.

The group continued to invest significant capital in UK injection moulding manufacturing in the FY 23/24 as part of the business' reshoring strategy. Key factors such as rising costs, supply chain and lead time and a desire for localisation were all key factors contributing to this decision. Alongside this, the company invested significantly in the workforce during the year.

Versapak Romania continue to manufacture the Versapak tamper evident pouches, European manufacturing continues to support our growing EU footprint and provides Versapak Group with several key advantages, such as positive time to market and inhouse experience and expertise.

The group's strategy for FY 2025 is to expand our market share within key sectors, both in the UK and Worldwide, as well as developing new distributor agreements via our Export sales desk.

ON BEHALF OF THE BOARD:

C G Napthine - Director

23 December 2025

The directors present their report with the financial statements of the company and the group for the period 1 September 2023 to 31 December 2024.

DIVIDENDS

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

DIRECTORS

The directors who have held office during the period from 1 September 2023 to the date of this report are as follows:

I Denny-Anderson - appointed 18 January 2024 - resigned 29 October 2024

Mrs C A Atkinson - resigned 29 October 2024

Mrs A Denny-Anderson - resigned 29 October 2024

Mrs S Hughes - appointed 4 October 2023 - resigned 29 October 2024

Mrs K Bishop - appointed 1 May 2024 - resigned 29 October 2024

C G Napthine - appointed 29 October 2024

R P Napthine - appointed 29 October 2024

X C Barber and B G Barber were appointed as directors after 31 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). 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, Berringers LLP will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C G Napthine - Director

23 December 2025

Opinion

We have audited the financial statements of Versapak Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period 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 period 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 three, 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and error, we considered the following:

- the nature of the industry, control environment and business performance;

- results of our enquiries to management about their own assessment of the risks of fraud and error;

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

Our procedures to respond to risk include the following:

- reviewing the financial statement disclosures and testing to supporting documentation;

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

- addressing the risk of fraud and error through management override of controls, testing the appropriateness of journals, 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.

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.

Ricky Hutson BSc FCCA ACA (Senior Statutory Auditor)

for and on behalf of Berringers LLP

Chartered Accountants

and Statutory Auditors

Lygon House

50 London Road

Bromley

Kent

BR1 3RA

23 December 2025

TURNOVER

3

6,645,466

4,214,168

Cost of sales

3,147,993

2,237,181

GROSS PROFIT

3,497,473

1,976,987

Administrative expenses

3,048,651

1,860,940

448,822

116,047

Other operating income

54,487

27,497

OPERATING PROFIT

5

503,309

143,544

Interest receivable and similar income

128,795

14,388

632,104

157,932

Interest payable and similar expenses

6

9,584

7,691

PROFIT BEFORE TAXATION

622,520

150,241

Tax on profit

7

300,671

106,733

PROFIT FOR THE FINANCIAL PERIOD

321,849

43,508

Profit attributable to:

Owners of the parent

321,849

43,508

PROFIT FOR THE PERIOD

321,849

43,508

OTHER COMPREHENSIVE INCOME

Translation reserve

(61,507

)

(2,522

)

Release of deferred tax

Purchase of own shares

(535,832

)

-

Income tax relating to components of other comprehensive income

204,609

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

(392,730

)

(2,522

)

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(70,881

)

40,986

Total comprehensive income attributable to:

Owners of the parent

(70,881

)

40,986

FIXED ASSETS

Intangible assets

9

649,002

839,043

Tangible assets

10

1,017,183

2,658,414

Investments

11

-

-

1,666,185

3,497,457

CURRENT ASSETS

Stocks

12

943,650

733,073

Debtors

13

4,578,475

836,721

Cash at bank and in hand

1,391,272

3,564,245

6,913,397

5,134,039

CREDITORS

Amounts falling due within one year

14

950,258

744,489

NET CURRENT ASSETS

5,963,139

4,389,550

TOTAL ASSETS LESS CURRENT LIABILITIES

7,629,324

7,887,007

CREDITORS

Amounts falling due after more than one year

15

-

(9,890

)

PROVISIONS FOR LIABILITIES

17

(194,200

)

(358,318

)

NET ASSETS

7,435,124

7,518,799

CAPITAL AND RESERVES

Called up share capital

18

115,144

127,938

Share premium

19

451,063

451,063

Capital redemption reserve

19

12,794

-

Fair value reserve

19

47,358

851,365

Retained earnings

19

6,808,765

6,088,433

SHAREHOLDER FUNDS

7,435,124

7,518,799

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

C G Napthine - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

1,171,704

1,171,704

1,171,704

1,171,704

CURRENT ASSETS

Debtors

13

6,372

66,388

CREDITORS

Amounts falling due within one year

14

597,812

657,828

NET CURRENT LIABILITIES

(591,440

)

(591,440

)

TOTAL ASSETS LESS CURRENT LIABILITIES

580,264

580,264

CAPITAL AND RESERVES

Called up share capital

18

115,144

127,938

Share premium

19

451,063

451,063

Capital redemption reserve

19

12,794

-

Retained earnings

19

1,263

1,263

SHAREHOLDERS' FUNDS

580,264

580,264

Company's profit for the financial year

548,626

-

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

C G Napthine - Director

Called up

Capital

share

Retained

Share

redemption

capital

earnings

premium

reserve

£

£

£

£

Balance at 1 September 2022

127,938

6,041,821

451,063

-

Changes in equity

Total comprehensive income

-

46,612

-

-

Balance at 31 August 2023

127,938

6,088,433

451,063

-

Changes in equity

Reduction in share capital

(12,794

)

-

-

-

Total comprehensive income

-

720,332

-

12,794

Balance at 31 December 2024

115,144

6,808,765

451,063

12,794

Fair

value

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 September 2022

856,991

7,477,813

-

7,477,813

Changes in equity

Total comprehensive income

(5,626

)

40,986

-

40,986

Balance at 31 August 2023

851,365

7,518,799

-

7,518,799

Changes in equity

Reduction in share capital

-

(12,794

)

-

(12,794

)

Total comprehensive income

(804,007

)

(70,881

)

-

(70,881

)

Balance at 31 December 2024

47,358

7,435,124

-

7,435,124

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 September 2022

127,938

1,263

451,063

-

580,264

Changes in equity

Balance at 31 August 2023

127,938

1,263

451,063

-

580,264

Changes in equity

Reduction in share capital

(12,794

)

-

-

-

(12,794

)

Total comprehensive income

-

-

-

12,794

12,794

Balance at 31 December 2024

115,144

1,263

451,063

12,794

580,264

Cash flows from operating activities

Cash generated from operations

1

(2,841,029

)

987,940

Interest paid

(9,584

)

(7,691

)

Tax paid

(324,783

)

(182,865

)

Net cash from operating activities

(3,175,396

)

797,384

Cash flows from investing activities

Purchase of intangible fixed assets

-

(16,900

)

Purchase of tangible fixed assets

(418,072

)

(164,063

)

Sale of tangible fixed assets

1,836,403

4,102

Interest received

128,795

14,388

Net cash from investing activities

1,547,126

(162,473

)

Cash flows from financing activities

Loan repayments in year

(15,079

)

(10,545

)

Amount introduced/withdrawn by directors

60,016

(282,283

)

Repurchase of own shares

(548,626

)

-

Net cash from financing activities

(503,689

)

(292,828

)

(Decrease)/increase in cash and cash equivalents

(2,131,959

)

342,083

Cash and cash equivalents at beginning of period

2

3,564,245

3,221,807

Effect of foreign exchange rate changes

(41,014

)

355

Cash and cash equivalents at end of period

2

1,391,272

3,564,245

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

Period

1.9.23

to

Year Ended

31.12.24

31.8.23

£

£

Profit before taxation

622,520

150,241

Depreciation charges

212,102

134,976

Loss on disposal of fixed assets

635

-

Amortisation

189,441

148,670

Finance costs

9,584

7,691

Finance income

(128,795

)

(14,388

)

905,487

427,190

(Increase)/decrease in stocks

(210,577

)

117,929

(Increase)/decrease in trade and other debtors

(3,801,770

)

531,690

Increase/(decrease) in trade and other creditors

265,831

(88,869

)

Cash generated from operations

(2,841,029

)

987,940

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:

Period ended 31 December 2024

31.12.24

1.9.23

£

£

Cash and cash equivalents

1,391,272

3,564,245

Year ended 31 August 2023

31.8.23

1.9.22

£

£

Cash and cash equivalents

3,564,245

3,221,807

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.9.23

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

3,564,245

(2,172,973

)

1,391,272

3,564,245

(2,172,973

)

1,391,272

Debt

Finance leases

(15,079

)

15,079

-

(15,079

)

15,079

-

Total

3,549,166

(2,157,894

)

1,391,272

1.	STATUTORY INFORMATION

Versapak Group Limited 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 as modified by the revaluation of certain assets.

Going concern

The directors have reviewed the post year end financial information available at the time of approving these financial statements and have concluded that the financial statements should be prepared on a going concern basis.

Basis of consolidation

The consolidated financial statements present the results of Versapak Group Limited and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the acquisition accounting method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

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.

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates.

The directors consider the useful economic life of fixed assets and estimate depreciation accordingly. Depreciation rates are noted in the accounting policies and the depreciation totals for the year are included in note 10.

The directors have also considered the valuation of the freehold property owned by the group and have revalued this with reference to expert advice as shown in note 10.

Other routine judgements and estimates, such as recoverability of debtors and stock, have been considered by the management when preparing the financial statements. These judgements and estimates are not material in value.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.