Company registration number 13302334 (England and Wales)
VERTIS ENVIRONMENTAL FINANCE UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Affinia
3rd Floor
Chancery House
St Nicholas Way
Sutton
Surrey
SM1 1JB
VERTIS ENVIRONMENTAL FINANCE UK LTD
COMPANY INFORMATION
Directors
G P P Bily
K Lovrity
Company number
13302334
Registered office
International House
36 - 38 Cornhill
London
EC3V 3NG
Auditor
Affinia
3rd Floor
Chancery House
St Nicholas Way
Sutton
Surrey
SM1 1JB
VERTIS ENVIRONMENTAL FINANCE UK LTD
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Income statement
6
Statement of financial position
7
Statement of changes in equity
8
Statement of cash flows
9
Notes to the financial statements
10 - 15
VERTIS ENVIRONMENTAL FINANCE UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company is that of providing consultancy advice and administration services in relation to helping businesses reduce their carbon emissions.

Results and dividends

The results for the year are set out on page 6.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

G P P Bily
K Lovrity
Auditor

Affinia were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms 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 he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Small companies exemption

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

On behalf of the board
G P P Bily
Director
8 January 2026
VERTIS ENVIRONMENTAL FINANCE UK LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom 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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

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.

VERTIS ENVIRONMENTAL FINANCE UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VERTIS ENVIRONMENTAL FINANCE UK LTD
- 3 -
Opinion

We have audited the financial statements of Vertis Environmental Finance UK Ltd (the 'company') for the year ended 31 March 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows 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 UK adopted international accounting standards.

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with UK adopted international accounting standards; 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' r eport 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.

VERTIS ENVIRONMENTAL FINANCE UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VERTIS ENVIRONMENTAL FINANCE UK LTD (CONTINUED)
- 4 -
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 identifie d material misstatements in the directors' r eport.

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' r esponsibilities s tatement, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all of our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

VERTIS ENVIRONMENTAL FINANCE UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VERTIS ENVIRONMENTAL FINANCE UK LTD (CONTINUED)
- 5 -

Use of our report

This report is made solely to the company’s member 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 member, those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Andrew Seton (Senior Statutory Auditor)
For and on behalf of Affinia, Statutory Auditor
Chartered Accountants
3rd Floor
Chancery House
St Nicholas Way
Sutton
Surrey
SM1 1JB
9 January 2026
VERTIS ENVIRONMENTAL FINANCE UK LTD
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
Year
Period
ended
ended
31 March
31 March
2025
2024
Notes
£
£
Revenue
2
129,581
193,805
Gross profit
129,581
193,805
Administrative expenses
(125,135)
(187,244)
Operating profit
3
4,446
6,561
Finance costs
5
(64)
(7)
Profit before taxation
4,382
6,554
Income tax expense
6
(952)
(1,245)
Profit and total comprehensive income for the year
3,430
5,309
VERTIS ENVIRONMENTAL FINANCE UK LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2025
31 March 2025
- 7 -
2025
2024
Notes
£
£
Non-current assets
Deferred tax asset
9
926
-
0
Current assets
Trade and other receivables
7
34,064
8,085
Cash and cash equivalents
35,551
52,672
69,615
60,757
Current liabilities
Trade and other payables
8
27,933
23,095
Current tax liabilities
3,518
1,376
Deferred revenue
10
25,569
26,195
57,020
50,666
Net current assets
12,595
10,091
Net assets
13,521
10,091
Equity
Called up share capital
12
1,500
1,500
Retained earnings
12,021
8,591
Total equity
13,521
10,091

These 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 8 January 2026 and are signed on its behalf by:
G P P Bily
Director
Company registration number 13302334 (England and Wales)
VERTIS ENVIRONMENTAL FINANCE UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 October 2022
1,500
3,282
4,782
Period ended 31 March 2024:
Profit and total comprehensive income
-
5,309
5,309
Balance at 31 March 2024
1,500
8,591
10,091
Year ended 31 March 2025:
Profit and total comprehensive income
-
3,430
3,430
Balance at 31 March 2025
1,500
12,021
13,521
VERTIS ENVIRONMENTAL FINANCE UK LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
16
(17,121)
24,420
Interest paid
-
0
(7)
Income taxes paid
-
0
(733)
Net cash (outflow)/inflow from operating activities
(17,121)
23,680
Net (decrease)/increase in cash and cash equivalents
(17,121)
23,680
Cash and cash equivalents at beginning of year
52,672
28,992
Cash and cash equivalents at end of year
35,551
52,672
VERTIS ENVIRONMENTAL FINANCE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
1
Accounting policies
Company information

Vertis Environmental Finance UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is International House, 36 - 38 Cornhill, London, EC3V 3NG. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Reporting period

Last year the reporting period was extended by 6 months from 30/09/2023 to 31/03/2024, thus the comparative figures within the financial statements reflect an 18-month period of accounts. The extension was implemented in order to align the company's period end with the period end of other companies in the same group. As a result the current and prior period amounts in the financial statements are not entirely comparable.

1.2
Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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. The principal accounting policies adopted are set out below.

1.3
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the true company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

1.5
Cash and cash equivalents

Cash and cash equivalents 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.

1.6
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

1.7
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

VERTIS ENVIRONMENTAL FINANCE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 11 -
1.8
Equity instruments

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

1.9
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Revenue
2025
2024
£
£
Revenue analysed by class of business
Service fee payable by parent company
129,581
193,805
2025
2024
£
£
Revenue analysed by geographical market
Hungary
129,581
193,805
VERTIS ENVIRONMENTAL FINANCE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
3
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
6
74
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
2
2

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
84,413
128,581
Social security costs
5,365
8,010
Pension costs
1,321
1,761
91,099
138,352
5
Finance costs
2025
2024
£
£
Interest on bank overdrafts and loans
-
7
Other interest payable
64
-
0
Total interest expense
64
7
6
Income tax expense
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,878
1,245
Deferred tax
Origination and reversal of temporary differences
(926)
-
0
Total tax charge
952
1,245
VERTIS ENVIRONMENTAL FINANCE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Income tax expense
(Continued)
- 13 -

The charge for the year can be reconciled to the profit per the income statement as follows:

2025
2024
£
£
Profit before taxation
4,382
6,554
Expected tax charge based on a corporation tax rate of 19.00% (2024: 19.00%)
833
1,245
Effect of expenses not deductible in determining taxable profit
119
-
0
Taxation charge for the year
952
1,245
7
Trade and other receivables
2025
2024
£
£
Trade receivables
534
-
0
VAT recoverable
8,783
7,878
Amount owed by parent undertaking
9,226
-
0
Prepayments
15,521
207
34,064
8,085
8
Trade and other payables
2025
2024
£
£
Amount owed to parent undertaking
-
0
797
Accruals
27,933
22,298
27,933
23,095
9
Deferred taxation
Assets
2025
2024
£
£
Deferred tax balances
926
-
0
Deferred tax assets are expected to be recovered within one year.
VERTIS ENVIRONMENTAL FINANCE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
10
Deferred revenue
2025
2024
£
£
Arising from service fees paid in advance by the parent company.
25,569
26,195
All deferred revenues are expected to be settled within 12 months from the reporting date.
11
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,321
1,761

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.

12
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,500
1,500
1,500
1,500
13
Capital risk management

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

14
Related party transactions

During the period, the company generated £129,581 (2024: £193,805) of revenue from it's parent company, Vertis Environmental Finance Ltd.

15
Controlling party

The ultimate parent company is Vertis Environmental Finance Ltd, 45 Csorsz Utca, 1124, Budapest, Hungary.

VERTIS ENVIRONMENTAL FINANCE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
16
Cash (absorbed by)/generated from operations
2025
2024
£
£
Profit for the year before taxation
4,382
6,554
Adjustments for:
Finance costs
64
7
Movements in working capital:
Increase in trade and other receivables
(25,979)
(2,979)
Increase/(decrease) in trade and other payables
5,038
(5,357)
(Decrease)/increase in deferred revenue outstanding
(626)
26,195
Cash (absorbed by)/generated from operations
(17,121)
24,420
17
Analysis of changes in net funds
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
52,672
(17,121)
35,551
1 October 2022
Cash flows
31 March 2024
Prior year:
£
£
£
Cash at bank and in hand
28,992
23,680
52,672
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