REGISTERED NUMBER: 03277517 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

NAVIGATOR PAPER UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

14

DIRECTORS:

Mr J F M Carreira De Araujo

Mr A J Miller

Mr A Q Vaz Duarte Soares

SECRETARY:

Mr A J Miller

REGISTERED OFFICE:

GF

4 The Pentangle

Park Street

Newbury

Berkshire

RG14 1EA

REGISTERED NUMBER:

03277517 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Guner Mustafa FCA

AUDITORS:

Guner Associates

Chartered Accountants

and Statutory Auditor

39 Hendon Lane

Finchley

London

N3 1RY

BANKERS:

Coutts & Co

440 Strand

London

WC2R 0QS

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The results for the year and the financial position of the company are as shown in the annexed financial statements.

The company's key financial and other performance indicators during the year were as follows:

2024

2023

£

£

Turnover

17,297,325

16,795,213

Profit/(loss) before tax

(1,834,468)

496,623

The company continue to provide supporting sales and marketing services for paper products manufactured by paper mills within the Navigator Group of Portugal, namely:

- product promotion

- customer contact

- market analysis

These activities are remunerated on a cost plus basis, given its supporting nature and respective risks.

In addition, since July 2018, the company has been providing sales and marketing services to other group companies and facilitating overall group sales of its products.

On 24 May 2024, the company acquired the entire share capital of Navigator Holding Tissue UK Limited (previously Accrol Group Holdings Plc), a company based in the United Kingdom, whose principal activity is that of soft tissue paper converters, supplying private label toilet tissue, kitchen towel, facial tissue and wet wipes to major discounters and grocery retailers.

PRINCIPAL RISKS AND UNCERTAINTIES

The company faces certain risks to its business which have been identified. These risks are subject to monitoring and periodic discussion between the directors and key management.

Financial instruments risks:

Principal financial instruments comprise bank balances, debtors and loans. The company mitigates exposures to foreign exchange fluctuations by ensuring transactions are denominated in GBP.

Competitive risks:

The company acts as service provider for its parent undertaking from which all its revenue is generated. The company has in place service agreement with the parent undertaking ensuring its resources are devoted in providing sales and marketing support services in the UK market and in the Republic of Ireland for paper products manufactured by the Navigator Group.

Covid-19 risks:

The directors have assessed the impact of Covid-19 on the company's operations and results and do not consider this pandemic to have a significant effect on the long term viability of the organisation. The directors therefore continue to adopt the going concern in preparing these financial statements.

FUTURE DEVELOPMENTS

The directors aim to maintain the management policies and continue its business in a similar way, supporting the activity of Navigator Fine Paper of Portugal, (the group distributor of paper products) in the UK market and in the Republic of Ireland, where the company operates. Since July 2018, the company extended its area of operation to include Europe and the rest of the World.

GOING CONCERN

The company's statement on going concern can be found in the Directors' Report on page 4 and forms part of this report by reference.

ON BEHALF OF THE BOARD:

Mr A J Miller - Secretary

30 December 2025

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

PRINCIPAL ACTIVITIES

The principal activities of the company in the year under review were those of rendering sales and marketing supporting services for paper products manufactured by the Navigator Group of Portugal.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024 (2023: £Nil).

DIRECTORS

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

Mr J F M Carreira De Araujo

Mr A J Miller

Mr A Q Vaz Duarte Soares

GOING CONCERN

The directors have received confirmation that the parent company, Navigator Paper Setubal S.A, will continue to support the Company for at least the next 12 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.

CHARITABLE AND POLITICAL DONATIONS

The company did not make any charitable or political donations during the current or prior year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company 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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Guner Associates, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A J Miller - Secretary

30 December 2025

Opinion

We have audited the financial statements of Navigator Paper UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 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.

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:

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.

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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:

o considered the nature of the industry and sectors, control environment and business performance;

o made enquires of management about their own identification and assessment of the risk of irregularities;

o performed audit work over the risk of management override of controls, including testing of journal entries

and other adjustments for appropriateness, and reviewing accounting estimates for bias;

o undertaken appropriate sample based testing of bank transactions;

o identified and evaluated compliance with relevant laws and regulations and made enquiries of any instances

of non-compliance;

o discussed matters among the audit engagement team regarding how and where fraud might occur in the

financial statements and potential indicators of fraud.

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.

Mr Guner Mustafa FCA (Senior Statutory Auditor)

for and on behalf of Guner Associates

Chartered Accountants

and Statutory Auditor

39 Hendon Lane

Finchley

London

N3 1RY

30 December 2025

TURNOVER

17,297,325

16,795,213

Cost of sales

16,002,615

15,441,457

GROSS PROFIT

1,294,710

1,353,756

Distribution costs

3,637

2,805

Administrative expenses

614,250

854,328

617,887

857,133

OPERATING PROFIT

5

676,823

496,623

Interest receivable and similar income

1,130,253

-

1,807,076

496,623

Interest payable and similar expenses

6

3,641,544

-

(LOSS)/PROFIT BEFORE TAXATION

(1,834,468

)

496,623

Tax on (loss)/profit

7

-

117,892

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,834,468

)

378,731

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

(1,834,468

)

378,731

FIXED ASSETS

Tangible assets

8

-

2,041

Investments

9

133,800,809

-

133,800,809

2,041

CURRENT ASSETS

Debtors

10

51,517,798

15,348,377

Cash at bank and in hand

118,271

72,698

51,636,069

15,421,075

CREDITORS

Amounts falling due within one year

11

16,462,719

11,937,879

NET CURRENT ASSETS

35,173,350

3,483,196

TOTAL ASSETS LESS CURRENT LIABILITIES

168,974,159

3,485,237

CREDITORS

Amounts falling due after more than one year

12

167,323,390

-

NET ASSETS

1,650,769

3,485,237

CAPITAL AND RESERVES

Called up share capital

13

5,000

5,000

Retained earnings

14

1,645,769

3,480,237

SHAREHOLDERS' FUNDS

1,650,769

3,485,237

The financial statements were approved by the Board of Directors and authorised for issue on 30 December 2025 and were signed on its behalf by:

Mr A J Miller - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

5,000

3,101,506

3,106,506

Changes in equity

Total comprehensive income

-

378,731

378,731

Balance at 31 December 2023

5,000

3,480,237

3,485,237

Changes in equity

Total comprehensive loss

-

(1,834,468

)

(1,834,468

)

Balance at 31 December 2024

5,000

1,645,769

1,650,769

Cash flows from operating activities

Cash generated from operations

1

5,652,204

(148,254

)

Interest paid

(3,641,544

)

-

Tax paid

(117,921

)

(119,590

)

Net cash from operating activities

1,892,739

(267,844

)

Cash flows from investing activities

Purchase of fixed asset investments

(133,800,809

)

-

Loan advanced to subsidiary

(36,500,000

)

-

Interest received

1,130,253

-

Net cash from investing activities

(169,170,556

)

-

Cash flows from financing activities

Loan received from parent company

167,323,390

-

Net cash from financing activities

167,323,390

-

Increase/(decrease) in cash and cash equivalents

45,573

(267,844

)

Cash and cash equivalents at beginning of year

2

72,698

340,542

Cash and cash equivalents at end of year

2

118,271

72,698

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

2024

2023

£

£

(Loss)/profit before taxation

(1,834,468

)

496,623

Depreciation charges

2,042

2,639

Finance costs

3,641,544

-

Finance income

(1,130,253

)

-

678,865

499,262

Decrease/(increase) in trade and other debtors

330,579

(395,088

)

Increase/(decrease) in trade and other creditors

4,642,760

(252,428

)

Cash generated from operations

5,652,204

(148,254

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

118,271

72,698

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

72,698

340,542

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

72,698

45,573

118,271

72,698

45,573

118,271

Total

72,698

45,573

118,271

1.	STATUTORY INFORMATION

Navigator Paper UK 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The company is exempt by virtue of Section 401 of Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not its group.

Revenue recognition

Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, value added tax and other sales taxes or duty.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

33% on cost

Investments in subsidiaries

On initial recognition, investments in subsidiaries are recognised at cost, which is the fair value of the consideration paid. Investments in subsidiaries are reviewed for impairment at each balance sheet date with any impairment charged to the income statement.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing 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 is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions payable for the year are charged in the profit and loss account.

Operating leases

Rentals under operating leases are charged on a straight line basis over the lease term, even if the payments are not made on such a basis.

Going concern

The directors have received confirmation that the ultimate parent will continue to support the company for at least the next 12 months from the date of signing these financial statements.

After making enquiries, the directors have a reasonable expectation that the ultimate parent's going concern assessment confirms that there is sufficient forecast committed liquidity headroom for the parent to provide this support and the company will therefore have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the company continues to adopt the going concern basis in preparing its financial statements.

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

428,858

411,689

Social security costs

51,187

73,243

Other pension costs

62,978

80,627

543,023

565,559

The average number of employees during the year was as follows:

2024

2023

Management

3

3

Sales

3

3

Administration

1

1

7

7

2024

2023

£

£

Directors' remuneration

129,625

125,114

Directors' pension contributions to money purchase schemes

49,107

68,206

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

2,041

2,640

Foreign exchange differences

(207,432

)

118,732

Operating lease rentals

57,185

65,417

Accounting and consultancy

550

450

Audit fee

17,500

17,500

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Other interest

580

-

Interest payable

3,640,964

-

3,641,544

-

7.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

-

117,892

Tax on (loss)/profit

-

117,892

UK corporation tax was charged at 23.50%) in 2023.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

(Loss)/profit before tax

(1,834,468

)

496,623

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

(458,617

)

116,706

Effects of:

Expenses not deductible for tax purposes

1,550

601

Depreciation in excess of capital allowances

479

585

corporation tax

Corporate interest restriction

456,588

-

Total tax charge

-

117,892

8.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 January 2024

and 31 December 2024

32,231

DEPRECIATION

At 1 January 2024

30,190

Charge for year

2,041

At 31 December 2024

32,231

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

2,041

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

Additions

133,800,809

At 31 December 2024

133,800,809

NET BOOK VALUE

At 31 December 2024

133,800,809

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Navigator Holding Tissue UK Limited

Registered office: Delta Building, Roman Road, Blackburn, Lancashire, BB1 2LD

Nature of business: Holding company

%

Class of shares:

holding

Ordinary shares

100.00

2024

30.4.24

£

£

Aggregate capital and reserves

117,180,000

119,144,000

Loss for the period/year

(1,980,000

)

(1,556,000

)

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

83,215

73,477

Amounts owed by parent undertaking

14,624,677

15,040,742

Amount owed by subsidiary undertaking

36,500,000

-

VAT

303,526

232,171

Prepayments and accrued income

6,380

1,987

51,517,798

15,348,377

Amount due from group undertaking is unsecured and interest free.

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

1,927,251

2,821,231

Amounts owed to group undertakings

7,754,875

5,258,390

Tax

-

117,921

Social security and other taxes

18,812

19,410

Accrued expenses

6,761,781

3,720,927

16,462,719

11,937,879

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

167,323,390

-

Amount owed to group undertakings are unsecured, repayable within 3 years, and bear interest at an average of SONIA plus margin of 1.2%.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

50

Ordinary shares

£100

5,000

5,000