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Company registration number: 09981936
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 31 DECEMBER 2024
| PREGIS LIMITED
PREGIS LIMITED |  |
COMPANY INFORMATION
Directors | K Baudhuin
| D K LaVanway
| J Cox
Company secretary | Broughton Secretaries Limited
Registered number | 09981936
Registered office | Richmond House
| Walkern Road
| Stevenage
| Herts
| SG1 3QP
Trading Address | Unit 1 The IO Centre
| Whittle Way
| Arlington Business Park
| Stevenage
| Hertfordshire
| SG1 2BD
Independent auditors | Menzies LLP
| Chartered Accountants & Statutory Auditor
| Richmond House
| Walkern Road
| Stevenage
| Herts
| SG1 3QP
PREGIS LIMITED |  |
CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditors' Report | 5 - 8
Statement of Comprehensive Income | 9
Statement of Financial Position | 10
Statement of Changes in Equity | 11
Statement of Cash Flows | 12
Analysis of Net Debt | 13
Notes to the Financial Statements | 14 - 29
PREGIS LIMITED |  |
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Business review
The directors are pleased to announce a result for this year. 2024 continued to be characterised by significant geopolitical and macroeconomic headwinds, resulting in a persistently challenging sales environment. As markets and associated supply chains continued to adjust to these conditions, turnover for the year ended 31 December 2024 amounted to £13.55 million, compared to £13.86 million in the prior period. The decline in sales was primarily attributed to the ongoing tightness in consumer spending power and cost control measures taken throughout our customer sectors. Gross margin achieved in the year amounted to 41% compared with 46.2% in the comparative year. This continues in line with expectations given unfavourable foreign exchange movements combined with inflationary pressures in the wider market. The Company has generated EBITDA of £1.7 m (13%) compared to £ 2.7 m (19%) in the comparative period. The decline in sales volumes as discussed above led to the decrease in EBITDA and EBITDA margin in 2024. The Company has an ongoing commitment to the environment and sustainability through its continually evolving environmentally conscious product range and the monitoring and drive to reduce the environmental impact of its operations. Notably the business holds the ISO14001 accreditation, formally demonstrating this commitment.
Principal risks and uncertainties
The Company's operations continue to be exposed to a variety of financial risks that include the effects of changes in commodity market prices, credit risk, liquidity risk, exchange rate risk and interest rate risk. The Company has in place a risk management programme continuing from 2024 that seeks to limit the adverse effects on the financial performance of the Company through detailed monitoring of all levels of the related financial costs. Given the size of the Company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the Company's finance department. The directors consider that the route to market may continue to present some challenges, but careful forward planning should ensure minimal disruption in the import/export process. Throughout the next 12 months, management will closely monitor margins, cost drivers, and pricing effectiveness, taking appropriate actions to mitigate losses where possible. While the outcome of these actions remains subject to market conditions, the directors believe that continued focus on operational efficiency and cost discipline will support the business in progressing towards sustainable profitability over the medium term.
Future developments
Challenges persist in the future as the business works to increase overall sales volume whilst protecting profits through customer retention and new business opportunities The external environment in 2026 has remained uncertain, reflecting continued geopolitical instability, persistent inflationary pressures, and ongoing supply chain disruption arising from global conflicts. Pregis has achieved high targets on Sustainability, which continues to be a pillar of growth as more of our customer base and new opportunities seek solutions to solve and achieve their own environmental goals. The directors believe that the Company has a strong balance sheet that is sufficiently robust to withstand periods of volatility. The Company maintains strong cash balances and net assets and has a track record of profitability. The directors also consider that the existing risk mitigation strategies are appropriate to address emerging risks arising from ongoing supply chain challenges and anticipated geopolitical disruption. These actions have contributed to a strong financial outcome, with EBITDA growth in 2025 exceeding 10%, clearly demonstrating the effectiveness of management’s execution despite an uncertain external environment. The directors consider this performance to provide a solid foundation to drive the continued delivery of strong financial results and disciplined cost management, supporting sustainable profitability, subject to prevailing market conditions. Page 1
PREGIS LIMITED |  |
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 This report was approved by the board and signed on its behalf.
................................................ J Cox Director
Date: 19 May 2026
Page 2
PREGIS LIMITED |  |
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements and then apply them consistently; ∙make judgments 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
Results and dividends
The loss for the year, after taxation, amounted to £902,556 (2023 - loss £2,429). No dividends will be distributed for the year ended 31 December 2024. (2023: £nil)
Directors
The directors who served during the year were:
K Baudhuin
D K LaVanway
J Cox
Future developments
Details of the Company's 'Principal risks and uncertainties' and 'Future developments' for the business are disclosed in the Strategic Report.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Page 3
PREGIS LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Auditors
The auditors, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ J Cox Director
Date: 19 May 2026
Page 4
PREGIS LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PREGIS LIMITED
Opinion
We have audited the financial statements of Pregis Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 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 Auditors' 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. Page 5
PREGIS LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PREGIS LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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. Page 6
PREGIS LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PREGIS LIMITED (CONTINUED)
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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: •The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law, health and safety, pensions legislation and tax legislation. •We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We assessed the extent of compliance with these legal and compliance procedures as part of our procedures on the related financial statement items. •The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area. •We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. We identified the risk of override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed by the engagement team included: •Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; •Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; •Challenging assumptions and judgments made by management in its significant accounting estimates; and •Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. The assessment did not identify any issues in these areas. 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-complance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' Report. Page 7
PREGIS LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PREGIS LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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. James Fox ACA FCCA (Senior Statutory Auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor Richmond House Walkern Road Stevenage Herts SG1 3QP 19 May 2026 Page 8
PREGIS LIMITED |  |
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
|  | As restated
| 2024 | 2023
Note | £ | £
Turnover | 3 | 13,549,632 | 13,863,067
Cost of sales |  | (7,936,348) | (7,456,340)
Gross profit |  | 5,613,284 | 6,406,727
Administrative expenses |  | (5,675,205) | (5,492,126)
Operating (loss)/profit | 4 | (61,921) | 914,601
Interest payable and similar expenses | 8 | (414,682) | (287,782)
(Loss)/profit before tax |  | (476,603) | 626,819
Tax on (loss)/profit | 9 | (425,953) | (629,248)
Loss for the financial year |  | (902,556) | (2,429)
Other comprehensive income for the year |  |  |
Total comprehensive income for the year |  | (902,556) | (2,429)
The notes on pages 14 to 29 form part of these financial statements.
Page 9
PREGIS LIMITED REGISTERED NUMBER:09981936 |  |
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  |  |  | As restated
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 10 |  | 2,290,181 |  | 4,360,266
Tangible assets | 11 |  | 2,613,557 |  | 2,924,457
|  |  | 4,903,738 |  | 7,284,723
Current assets |  |  |  |  |
Stocks | 12 | 3,325,623 |  | 3,180,355 |
Debtors: amounts falling due within one year | 13 | 23,580,235 |  | 21,309,514 |
Cash at bank and in hand |  | 418,824 |  | 285,510 |
|  | 27,324,682 |  | 24,775,379 |
Creditors: amounts falling due within one year | 14 | (29,898,832) |  | (10,413,577) |
Net current (liabilities)/assets |  |  | (2,574,150) |  | 14,361,802
Total assets less current liabilities |  |  | 2,329,588 |  | 21,646,525
Creditors: amounts falling due after more than one year | 15 |  | - |  | (18,594,381)
Provisions for liabilities |  |  |  |  |
Other provisions |  | (180,000) |  | - |
|  |  | (180,000) |  | -
Net assets |  |  | 2,149,588 |  | 3,052,144
Capital and reserves |  |  |  |  |
Share premium account | 20 |  | 8,789,780 |  | 8,789,780
Profit and loss account | 20 |  | (6,640,192) |  | (5,737,636)
|  |  | 2,149,588 |  | 3,052,144
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 May 2026.
................................................ J Cox
Director
The notes on pages 14 to 29 form part of these financial statements. Page 10
PREGIS LIMITED |  |
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Share premium account | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 8,789,780 | (5,735,207) | 3,054,573
Comprehensive income for the year |  |  |
Loss for the year (restated) | - | (2,429) | (2,429)
Total comprehensive income for the year | - | (2,429) | (2,429)
At 1 January 2024 (restated) | 8,789,780 | (5,737,636) | 3,052,144
Comprehensive income for the year |  |  |
Loss for the year | - | (902,556) | (902,556)
Total comprehensive income for the year | - | (902,556) | (902,556)
At 31 December 2024 | 8,789,780 | (6,640,192) | 2,149,588
| The notes on pages 14 to 29 form part of these financial statements.
Page 11
PREGIS LIMITED |  |
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  |  | As restated
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
(Loss)/profit for the financial year | (902,556) | (2,429)
Adjustments for: |  |
Amortisation of intangible assets | 2,070,085 | 2,070,085
Depreciation of tangible assets | 388,932 | 618,174
Impairments of fixed assets | 50,511 | -
Taxation charge | 518,610 | (4,791)
(Increase)/decrease in stocks | (145,268) | 544,723
Decrease in debtors | 148,489 | 1,446,266
(Increase) in amounts owed by groups | (2,514,273) | (12,517,263)
(Decrease)/increase in creditors | (1,235,805) | 386,767
Increase in amounts owed to groups | 2,107,487 | 7,298,991
Increase in provisions | 180,000 | 634,039
Corporation tax (paid)/received | (92,657) | -
Net cash generated from operating activities | 573,555 | 474,562
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (128,543) | (125,740)
Sale of tangible fixed assets | - | 118,285
Net cash from investing activities | (128,543) | (7,455)
Cash flows from financing activities |  |
Repayment of loans | (628,814) | (146,408)
FX translation of other loans | 317,116 | (951,107)
Net cash used in financing activities | (311,698) | (1,097,515)
Net increase/(decrease) in cash and cash equivalents | 133,314 | (630,408)
Cash and cash equivalents at beginning of year | 285,510 | 915,918
Cash and cash equivalents at the end of year | 418,824 | 285,510
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 418,824 | 285,510
| 418,824 | 285,510
The notes on pages 14 to 29 form part of these financial statements.
Page 12
PREGIS LIMITED |  |
ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2024
|  | At 1 January 2024 | Cash flows | At 31 December 2024
|  | £ | £ | £
Cash at bank and in hand | 285,510 | 133,314 | 418,824
Debt due after 1 year | (473,927) | 473,927 | -
Debt due within 1 year | (154,887) | (18,282,683) | (18,437,570)
| (343,304) | (17,675,442) | (18,018,746)
The notes on pages 14 to 29 form part of these financial statements.
Page 13
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Pregis 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 trading address of Pregis Limited is Arlington Business Park, Unit 1 The Io Centre, Whittle Way, Stevenage SG1 2BD. 2. Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
| 2.2 | 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.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 14
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.5 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.6 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.8 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds. Page 15
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.10 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Page 16
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The estimated useful lives range as follows:
|  |  |  | Freehold property | - | 40 years
|  |  |  | Short-term leasehold property | - | over the term of the lease
|  |  |  | Plant and machinery | - | 1-10 years
|  |  |  | Fixtures and fittings | - | 4 years
|  |  |  | Office equipment | - | 3 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.12 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 2.14 | Inventories
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. Page 17
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.19 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Page 18
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Turnover
The total turnover of the company for the year has been derived from its principal activities. The directors believe that it would be seriously prejudicial to the interests of the company to disclose the analysis of turnover by the class of business and geographical area.
4. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Research & development charged as an expense | 21,979 | 49,724
| Exchange differences | 541,263 | (910,752)
| Other operating lease rentals | 653,024 | 720,316
| Depreciation | 388,932 | 618,174
| Amortisation | 2,070,085 | 2,070,085
| Auditors remuneration | 35,000 | 35,000
5. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 35,000 | 35,000
| Fees payable to the Company's auditors in respect of: |  |
| All non-audit services not included above | 11,500 | 10,000
Page 19
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 2,436,944 | 2,854,136
| Social security costs | 148,614 | 197,601
| Cost of defined contribution scheme | 125,083 | 74,586
|  | 2,710,641 | 3,126,323
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Directors | 3 | 3
|  | Staff | 36 | 48
|  |  | 39 | 51
7. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 310,628 | 197,557
| Company contributions to defined contribution pension schemes | 24,330 | 10,615
|  | 334,958 | 208,172
| During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £273,264 (2023 - £128,937).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £24,330 (2023 - £10,615).
8. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest payable | 35,578 | 47,847
| Other loan interest payable | 379,104 | 239,935
|  | 414,682 | 287,782
Page 20
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Taxation
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 490,736 | (4,791)
|  | 490,736 | (4,791)
| Total current tax | 490,736 | (4,791)
| Deferred tax |  |
| Origination and reversal of timing differences | (64,783) | 634,039
| Total deferred tax | (64,783) | 634,039
| Tax on (loss)/profit | 425,953 | 629,248
Page 21
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 9. Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (476,603) | 626,819
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%) | (119,151) | 172,347
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 12,629 | 486,470
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | - | 9,228
| Capital allowances for year in excess of depreciation | 541,462 | 98,103
| Utilisation of tax losses | (9,435) | (464,275)
| Adjustments to tax charge in respect of prior periods | 27,597 | (73,908)
| Deferred taxation | (64,783) | 634,039
| Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge | - | (4,791)
| Changes in provisions leading to an increase (decrease) in the tax charge | 37,634 | -
| Patent box deduction | - | (227,965)
| Total tax charge for the year | 425,953 | 629,248
| The entity is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in England the jurisdiction in which the entity is incorporated and will come into effect from 1 January 2025. Since the Pillar Two legislation was not effective at the reporting date, the entity has no related current tax exposure. The entity applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to Section 29 issued in July 2023. Under the legislation, the group is liable to pay a top-up tax for the difference between the GloBE effective tax rate for each jurisdiction and the 15% minimum rate. All entities within the group have an effective tax rate that exceeds 15%. Due to the complexities in applying the legislation and calculating GloBE income, the quantitative impact of the substantively enacted legislation is not yet reasonably estimable. Therefore, even for those entities with an accounting effective tax rate above 15%, there may still be Pillar Two tax implications. The entity is currently engaged with tax specialists to assist them with applying the legislation.
Page 22
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Intangible assets
|  | Goodwill
|  | £
| Cost |
| At 1 January 2024 | 11,778,070
| At 31 December 2024 | 11,778,070
| Amortisation |
| At 1 January 2024 | 7,417,804
| Charge for the year on owned assets | 2,070,085
| At 31 December 2024 | 9,487,889
| Net book value |
| At 31 December 2024 | 2,290,181
| At 31 December 2023 | 4,360,266
Page 23
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Tangible fixed assets
|  | Freehold property | Short-term leasehold property | Plant and machinery | Fixtures and fittings | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | 1,415,097 | 606,701 | 2,707,026 | 295,385 | 5,024,209
| Additions | - | - | 128,543 | - | 128,543
| At 31 December 2024 | 1,415,097 | 606,701 | 2,835,569 | 295,385 | 5,152,752
| Depreciation |  |  |  |  |
| At 1 January 2024 | 131,337 | 234,276 | 1,474,978 | 259,161 | 2,099,752
| Charge for the year on owned assets | 32,834 | 52,400 | 282,973 | 20,725 | 388,932
| Impairment charge | - | - | 50,511 | - | 50,511
| At 31 December 2024 | 164,171 | 286,676 | 1,808,462 | 279,886 | 2,539,195
| Net book value |  |  |  |  |
| At 31 December 2024 | 1,250,926 | 320,025 | 1,027,107 | 15,499 | 2,613,557
| At 31 December 2023 | 1,283,760 | 372,425 | 1,232,048 | 36,224 | 2,924,457
12. | Inventories
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Raw materials and consumables | 3,062,525 | 2,152,786
| Finished goods | 263,098 | 1,027,569
|  | 3,325,623 | 3,180,355
Page 24
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Debtors
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| Trade debtors | 2,129,166 | 2,394,099
| Amounts owed by group undertakings | 21,072,226 | 18,557,953
| Prepayments and accrued income | 178,596 | 62,152
| Tax recoverable | - | 159,846
| Deferred taxation | 200,247 | 135,464
|  | 23,580,235 | 21,309,514
14. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank loans | - | 154,887
| Trade creditors | 534,347 | 213,044
| Amounts owed to group undertakings | 28,001,185 | 7,456,128
| Corporation tax | 330,890 | -
| Other taxation and social security | 299,931 | 488,817
| Other creditors | 79,571 | 1,248,282
| Accruals and deferred income | 652,908 | 852,419
|  | 29,898,832 | 10,413,577
Page 25
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank loans | - | 473,927
| Amounts owed to group undertakings | - | 18,120,454
|  | - | 18,594,381
| The following liabilities were secured:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank Loans | - | 628,814
|  | - | 628,814
| Details of security provided:
The bank loan was secured by way of a fixed and floating charge over the assets of the company. Since the bank loan was repaid in full during the year, there are no secured creditors at 31 December 2024.
16. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | - | 154,887
|  | - | 154,887
| Amounts falling due 1-2 years |  |
| Bank loans | - | 166,940
|  | - | 166,940
| Amounts falling due 2-5 years |  |
| Bank loans | - | 306,987
|  | - | 306,987
|  | - | 628,814
Page 26
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | Deferred taxation
|  | 2024
|  | £
| At beginning of year | 135,464
| Charged to profit or loss | 64,783
| At end of year | 200,247
| The deferred tax asset is made up as follows:
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| Fixed asset timing differences | (72,289) | (87,549)
| Short term timing differences | 46,951 | 9,317
| Capital losses | 79,749 | 58,425
| Losses and other deductions | 145,836 | 155,271
|  | 200,247 | 135,464
18. | Provisions
|  | Dilapidations
|  | £
| Charged to profit or loss | 180,000
| At 31 December 2024 | 180,000
19. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 3 (2023 - 3) Ordinary shares of $0.01 each | - | -
20. | Reserves
Share premium account On 8th February 2016, shares were issued at a premium of $12,423,799 (£8,789,780). Page 27
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
21. | Prior year adjustment
During the year, the directors identified that a transfer pricing adjustment relating to the year ended 31 December 2023 had not been recorded in the company's accounting records. This resulted in revenue and the related intercompany balance being understated in the prior period. Additionally due to a reduction in losses, the deferred tax asset is overstated in the prior period. The errors have been corrected by restating the comparative figures for the year ended 31 December 2023. The impact of the restatement is summarised below: Increase in revenue: £207,928 Increase in profit before tax for the year ended 31 December 2023: £207,928 Increase in tax charge: £304,455 Increase in intercompany receivable: £207,928 Decrease in deferred tax asset £304,455 Decrease in retained earnings at 31 December 2023: £96,527 The adjustments relate solely to the year ended 31 December 2023 and have no impact on the profit or loss for the year ended 31 December 2024. The comparative figures have been restated accordingly, and the opening reserves for the current year have been adjusted to reflect this correction.
22. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £125,164 (2023 - £106,576). There were contributions of £10,814 (2023 - £nil) payable to the fund at the reporting date.
23. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 610,030 | 474,534
| Later than 1 year and not later than 5 years | 2,339,419 | 1,777,623
| Later than 5 years | 2,628,466 | 2,425,005
|  | 5,577,915 | 4,677,162
24. | Post balance sheet events
Post year end, a loan due to the group entity was converted into capital to the value of £18,437,570. It was a discharge of £18,437,570 convertible loan balance between Pregis Limited (the borrower) and Pregis LLC (the lender) in return for shares ordinary shares of $0.01 each alloted to the lender. Had the conversion occurred prior to the year-end date, the company's net assets would have amounted to £20,306,042. Page 28
PREGIS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
25. | Controlling party
Pregis Holding Company B.V. is regarded by the directors as being the parent company of Pregis Limited and is the smallest and largest company which includes the company within its consolidated financial statements. These are available at Nijverheidsweg 4, 6422 PD, Heerlen, Netherlands. The ultimate controlling party is Warburg Pincus Global Growth Fund, a private equity fund registered in the United States at 450 Lexington Avenue, New York, NY 10017, United States of America.
Page 29