REGISTERED NUMBER: 01032395 (England and Wales)

Financial Statements

for the Year Ended 31 December 2025

for

VRI Composites UK Ltd

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTORS:

J Stor

R Gund

B Krupich

I Vassilev

S Gund

C Sanchez

SECRETARY:

C Turner

REGISTERED OFFICE:

42 Wharfedale Road

Euroway Trading Estate

BRADFORD

West Yorkshire

BD4 6SG

REGISTERED NUMBER:

01032395 (England and Wales)

AUDITORS:

Stirk Lambert & Co

Chartered Accountants

Statutory Auditors

Russell Chambers

61a North Street

Keighley

West Yorkshire

BD21 3DS

SOLICITORS:

McCormicks Solicitors

35-37 East Parade

Harrogate

North Yorkshire

HG1 5LQ

FIXED ASSETS

Tangible assets

4

713

739

CURRENT ASSETS

Stocks

1,597

1,164

Debtors

5

1,981

1,178

Cash at bank and in hand

1,626

4,345

5,204

6,687

CREDITORS

Amounts falling due within one year

6

1,336

937

NET CURRENT ASSETS

3,868

5,750

TOTAL ASSETS LESS CURRENT LIABILITIES

4,581

6,489

PROVISIONS FOR LIABILITIES

9

117

113

NET ASSETS

4,464

6,376

CAPITAL AND RESERVES

Called up share capital

10

3,750

3,750

Capital redemption reserve

348

348

Retained earnings

366

2,278

SHAREHOLDERS' FUNDS

4,464

6,376

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23 February 2026 and were signed on its behalf by:

I Vassilev - Director

1.	STATUTORY INFORMATION

VRI Composites UK Ltd 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about VRI Composites UK Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Von Roll Holding AG, .

Turnover

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Tangible fixed assets

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

Freehold property

-

5% on cost

Plant and machinery

-

at varying rates on cost

Fixtures and fittings

-

at varying rates on cost

Computer equipment

-

33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Work in progress are valued at the lower of cost and net realisable value.

Financial instruments

Financial assets

Basic financial assets, including trade and other receivables, are initially recognised at transaction price, 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 for a similar asset. Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss and any subsequent reversal is recognised in the profit and loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled. or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated party without imposing additional restrictions.

Financial liabilities

Basic financial liabilities, including trade and other payables and bank loans, 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 receipts discounted at a market rate of interest for a similar debt instrument.

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Foreign currencies

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

Hire purchase and leasing commitments

Costs in respect of operating leases are charged on a straight-line basis over the lease term.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The directors have reviewed the financial position of the company, including consideration of the uncertainties arising from the current difficult economic environment and the consequential impact of this upon trading and financing, and the principal risks and uncertainties of the company.

The financial statements have been prepared on the going concern basis as there is reasonable expectation, based on current financial projections and resources available, that the company has adequate resources to continue in operational existence for the foreseeable future.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 34 (2024 - 35 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£'000

£'000

£'000

£'000

£'000

COST

At 1 January 2025

1,153

2,757

100

217

4,227

Additions

5

104

1

3

113

Disposals

(8

)

(58

)

-

(109

)

(175

)

At 31 December 2025

1,150

2,803

101

111

4,165

DEPRECIATION

At 1 January 2025

1,025

2,186

83

194

3,488

Charge for year

17

104

6

12

139

Eliminated on disposal

(8

)

(58

)

-

(109

)

(175

)

At 31 December 2025

1,034

2,232

89

97

3,452

NET BOOK VALUE

At 31 December 2025

116

571

12

14

713

At 31 December 2024

128

571

17

23

739

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£'000

£'000

Trade debtors

1,911

1,133

Amounts owed by group undertakings

2

1

Prepayments and accrued income

68

44

1,981

1,178

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£'000

£'000

Trade creditors

764

436

Amounts owed to group undertakings

148

105

Tax

61

127

Social security and other taxes

206

135

Accruals and deferred income

157

134

1,336

937

7.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£'000

£'000

Within one year

33

47

Between one and five years

39

27

72

74

8.	SECURED DEBTS

The company issued a Debenture in favour of Lloyds Bank Plc dated 10 March 1997 securing trading guarantees against the freehold property.

9.	PROVISIONS FOR LIABILITIES

31.12.25

31.12.24

£'000

£'000

Deferred tax

117

113

Deferred

tax

£'000

Balance at 1 January 2025

113

Provided during year

4

Balance at 31 December 2025

117

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£'000

£'000

3,750,000

Ordinary

£1

3,750

3,750

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Catherine Hill FCA CTA (Senior Statutory Auditor)

for and on behalf of Stirk Lambert & Co

12.	CAPITAL COMMITMENTS

31.12.25

31.12.24

£'000

£'000

Contracted but not provided for in the

financial statements

110

12

13.	RELATED PARTY DISCLOSURES

During the year, the Company became a subsidiary of The Gund Company, Inc., following the acquisition of 100% of the Company’s shares on 4 September 2025.

Prior to this date, and throughout the year up to 4 September 2025, the Company was a wholly owned subsidiary of Von Roll Insulation & Composites Holding AG, which is itself a wholly owned subsidiary of Von Roll Holding AG.

The consolidated financial statements of both parent groups are publicly available. Consequently, there are no disclosures required in respect of related party transactions or balances with entities within either group.

14.	ULTIMATE CONTROLLING PARTY

The ultimate parent company at the year end was The Gund Company, Inc., a company incorporated in the United States of America. The registered address is 933 Dielman Industrial Drive, Saint Louis, Missouri 63132, United States.