The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of a special purpose vehicle set up to act as principal employer to two pension funds.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the annual report 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 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; and

• 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

We have audited the financial statements of Synbra Holding UK Ltd (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 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 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 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 report. 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. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

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 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; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

As explained more fully in the directors' responsibilities statement, 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.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 8 to 15 form part of these financial statements.

The notes on pages 8 to 15 form part of these financial statements.

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

The notes on pages 8 to 15 form part of these financial statements.

Synbra Holding UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is JTC (UK) Limited, The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a special purpose vehicle set up to act as a principal employer to two pension funds which were transferred to the company on 24 April 2015 on disposal of certain subsidiaries by the company's immediate parent undertaking. One pension fund has had a significant net liability position, and the company has entered into commitments to make contributions to reduce such liabilities, further details are noted in note 6. true

The company does not trade in its own right and is wholly dependent on continued support from its immediate parent and the wider group, to meet its obligations to the pension funds. As disclosed in note 8, formal guarantees have been made by the company's parent to the pension funds in respect of these future contributions. The directors have a valid expectation that such support will be forthcoming and accordingly adopt the going concern basis in the preparation of these financial statements.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The key source of estimation uncertainty arises in respect of the valuation of the company's exposure to the pension schemes of which it is the principal employer. Details of the principal actuarial assumptions in provided in note 6 and it should be noted that the valuations utilised are based on updates of the last full actuarial valuations carried out in respect of the funds. In order to produce timely information and on a cost to benefit analysis this process is necessarily approximate.

A summary of the membership data at 31 December 2022 valuation has been compared to the previous actuarial valuation as at 31 December 2019 and there has been no significant changes in the membership since the 2019 valuation and there has been no changes to the benefits. Consequently, material changes to the funds' liabilities may arise once the next full actuarial valuation has been prepared. In view of the inherent uncertainties in projecting these future liabilities, the directors are of the view that this updated process still provides a true and fair view.

Specifically, while the publication of the High Court judgement on Lloyds Banking Group Pension Trustees v Lloyds Bank Plc (and others) in October 2018 provided some clarity in respect of GMP equalisation, it will take some time to conclude on the matter. A reserve of 0.3% of the liabilities has been established in respect of this issue based on models based on the funds' benefit designs and membership characteristics. This reserve is included within the overall liabilities of the fund included in note 6 and is based on summary data rather than a member by member analysis. Such detailed calculations may result in changes to the quantum of the reserve recognised. Additionally, no allowance has currently been made in respect of liabilities which are covered by annuity policies.

A potentially landmark judgement in the High Court case of Virgin media vs NTL Trusttees was handed down on 16 June 2023, which could materially impact on schemes which previously contracts out of the state pension system. The results of the 2022 valuation have been calculated assuming that this ruling will not affect the Fund's benefits given the ongoing appeal.

In terms of sensivity to the underlying assumptions, it has been estimated that a 50 basis point in the discount rate equates to a 4-5% (2023: 6-7%) movement on the liabilities position; a 50 basis point shift in the inflation assumption equates to 1-3% (2023: 3-4%) movement in the liabilities and a 1 year increase in the life expectancy assumption leads to 3% (2023: 3%) movement on the liabilties position.

The average monthly number of persons employed by the company during the year was:

Their aggregate remuneration comprised:

During the period, the directors did not recieve any emoluments (2023: £nil).

The company acts as principal employer to two defined benefit pension schemes, the defined benefit pension cost during the year was £352,391 (2023: £355,961).

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The company has carried forward tax losses of £6,379,288 (2023: £6,660,782). The resulting deferred tax asset at 25% (2023: 25%) of £1,594,822 (2023: £1,665,196) has not been recognised due to uncertainties over the timing and nature of profits against which the asset will reverse.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The company is the principal employer of the Vencil Resil Staff Pension Fund (VRSPF) and Stan Plan F - Styropack (UK) Limited pension plan which were transferred to the company following a management buyout in 24 April 2015.

The funds' liabilities are determined by independent actuaries projecting the expected benefit payments using certain actuarial assumptions and then discounting the resulting cash flows back to the balance sheet date. For this purpose the funds' liabilities have been calculated by updating the valuation calculations carried out the last full actuarial review, being 31 December 2022 for VRSPF and 31 December 2022 for Stanplan.

Funds assets are based on fair values extracted from audited fund accounts at the balance sheet date. As information is not readily available, no account is taken of the value of insurance policies and related obligations. The exclusion of these policies has a neutral effect on the overall valuation as the asset will exactly equate to the associated liability. However, this does mean that the gross asset and liability positions included below are both understated by an equal and opposite amount.

Assumed life expectations on retirement at age 65:

Amounts recognised in the profit and loss account

Additional defined benefit pension scheme costs were incurred as the company incurs additonal pension fund costs outside of the two segregated pension schemes. The total profit and loss costs for the year were £387,894 (2023: £389,374).

Amounts taken to other comprehensive income

The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:

Movements in the present value of defined benefit obligations

The defined benefit obligations arise from plans funded as follows:

Movements in the fair value of plan assets

The actual return on plan assets was £1,116,000 (2023 - £1,232,000).

Fair value of plan assets at the reporting period end

Assets in VRSPF comprise investments in a managed growth funds 8.8% (2023: 9.7%); investments in a nominal strategy fund 9.9% (2023: 8.7%); investments in a real strategy fund 81.3% (2023: 81.6%). Assets in Stanplan comprise investments in managed growth fund 39% (2023: 35%); a liability driven portfolio 57.3% (2023: 63%) and cash and net current assets 3.7% (2023: 2%)

The net surplus on VRSPF is £1,531,000 (2023: £2,402,000) and the net deficit on Stanplan is £557,000 (2023: £895,000). The net surplus in VRSPF has been recognised in full in these financial statement as the directors believe that the surplus indicated, will lead to reductions in special deficit - reductions contributions payable to the fund in the future.

The most recent completed actuarial calculation of the Statutory Funding Objective ('SFO') of VRSPF was carried out at 31 December 2022 and completed in 28 March 2024, showed that the market value of the scheme's assets was £24.216 million, which represented 106% of the technical provisions required by the SFO. This valuation also confirmed a memorandum of understanding entered into by the company to continue to pay £100,000 per annum increasing to £150,00 per annum from 1 April 2024 in respect of VRSPF's operational expenses. It has also committed to continue to meet VRSPF's PPF levies and trustee liability insurance.

The most recent completed actuarial calculation of the SFO of Stanplan, which was dated 31 December 2022, revealed a funding shortfall of £465,000, the company has agreed that additional contributions in respect of the shortfall will be paid to the scheme in annual contributions of £175,000 on 30 April 2024, 30 April 2025 and 30 April 2026 which are expected to eliminate the shortfall. The valuation confirmed the company's continued commitment to pay £50,004 per annum increasing to £100,000 from 1 April 2024 as an allowance for Scheme expenses, as well as paying PPF levies directly.

On 24 April 2015, there was management buyout of Synbra UK Limited (encompassing its subsidiaries Jablite Limited and Styropack (UK) Limited) from its immediate parent company, Synbra International B.V. (See note 9). As part of the management buyout, the principal employer of the Vencil Resil Staff Pension Fund ('VRSPF') was changed from Jablite Limited to the company and the principal employer of Stanplan F - Styropack (UK) Limited to the company. The transfers to the company also encompassed a special deficit - reduction contribution of £2.5m to VRSPF and £0.5 milllion to Stanplan by Synbra International B.V.

As the company does not trade in its own right, all liabilities it incurred as a result of the transfer are at the behest of its parent undertaking of VRSPF and Stanplan were underwritten by the company's parent, with an intercompany debtor equal to the net transfer value was established. This increase the amount due over and above that arising from the issue of the company's share capital. During the year, amounts totalling £463,314 (2023: £168,451) were paid on the company's behalf. At the balance sheet date, the company owed £3,367,393 (2023: £2,904,079) to the parent company.

The company's immediate parent undertaking is Synbra International B.V., a company incorporated in the Netherlands. The ultimate parent undertaking is BEWI ASA, a public company incorporated in Norway and heads the smallest and largest group for which consolidated financial statements including the company's position and results for the year. Copies of the consolidated financial statements are available on the BEWiSynbra website or from the company secretary.

The directors do not consider there to be one ultimate controlling party.