REGULATED PRESS RELEASE

from EXACOMPTA CLAIREFONTAINE (EPA:EXAC)

Annual report 2024

image 

ORDINARY SHAREHOLDERS’

MEETING

OF 27 MAY 2025

FISCAL YEAR 2024

REPORTS OF THE BOARD OF DIRECTORS

PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

REPORTS OF THE STATUTORY AUDITORS

DRAFT RESOLUTIONS

Board of Directors

François Nusse, Chairman and Chief Executive Officer

Dominique Daridan

Louise de l’Estang du Rusquec

Céline Goblot

Charles Nusse 

Frédéric Nusse

Gabriel Nusse

Guillaume Nusse

Jérôme Nusse

Laurent Nusse

Monique Prissard

Emmanuel Renaudin

Caroline Tamponnet

Caroline Valentin

Statutory Auditors

BATT AUDIT, 58 Boulevard d’Austrasie – 54000 Nancy, France

Isabelle Sagot

ADVOLIS, 38 Avenue de l’Opéra – 75002 Paris, France

Hugues de Noray – Nicolas Aubrun

Contents:                                                                                        page

Ordinary Shareholders’ Meeting

        Agenda of the Ordinary Shareholders’ Meeting                                                       4

        Certification of the annual report                                                                              4

         Board of Directors’ report to the Ordinary Shareholders’ Meeting                          5

        Board of Directors’ report on corporate governance                                                 15

        Group Organisational Chart                                                                                      18

        Exacompta Clairefontaine – Parent company financial statements                          19

         Statutory Auditors’ report on the parent company financial statements                   32

        Statutory Auditors’ special report on regulated agreements                                      36

        Exacompta Clairefontaine Group – Consolidated financial statements                    37

        Statutory Auditors’ report on the consolidated financial statements                         69

        Resolutions submitted to the Ordinary Shareholders’ Meeting                                72

3

ORDINARY SHAREHOLDERS’ MEETING

Agenda:

Ø  Board of Directors’ report on operations and the parent company financial statements for fiscal year 2024;

Ø  Board of Directors’ report on operations and the consolidated financial statements for fiscal year 2024;

Ø  Board of Directors’ report on corporate governance;

Ø  Reports of the Statutory Auditors

-          on the parent company financial statements

-          on regulated agreements

-          on the consolidated financial statements

Ø  Approval of the parent company financial statements for the year ended 31 December 2024;

Ø  Approval of the consolidated financial statements for the year ended 31 December 2024;

Ø  Appropriation of earnings;

Ø  Agreements governed by Article L. 225-38 of the French Commercial Code;

Ø  Directors’ appointments and fees;

Ø  Appointment of the sustainability auditors.

THE BOARD OF DIRECTORS

Certification of the annual report:

I hereby certify that to the best of my knowledge the financial statements have been prepared in accordance with applicable accounting standards and present a true and fair view of the assets and liabilities, financial position and earnings of the company and all the companies included in the consolidation and that the management report enclosed herein presents a true and fair view of the operations, earnings and financial position of the company and all the companies included in the consolidation, as well as a description of the main risks and uncertainties facing them.

Jean Marie Nusse

Executive Vice President

REPORT OF THE BOARD OF DIRECTORS

TO THE ORDINARY SHAREHOLDERS’ MEETING 

OF 27 MAY 2025

To the Shareholders,

1.         REVIEW AND APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS

(€000)

2024

2023

Operating revenue

9,186

8,688

Operating income

524

708

Net financial items

(1,432)

(11,114)

Net income/(loss)

856

(11,452)

A €12 million investment write-down was recognised in the 2024 financial statements, compared to an €18 million write-down in 2023.

EXACOMPTA CLAIREFONTAINE, the holding company, serves the Group companies, for which it manages the sales force and certain property assets.

It is also responsible for the Group’s financial management, consolidation, legal and tax services, communications and relations with shareholders. It coordinates actions taken relating to environmental certification.

Since January 2003, the subsidiaries have paid EXACOMPTA CLAIREFONTAINE a royalty equal to 0.2% of their added value for the previous year.

The companies that head sub-groups (Exacompta, Papeteries de Clairefontaine, Clairefontaine Rhodia, AFA and Photoweb) guarantee all repayments of their subsidiaries that borrow from their parent company.

The amount of non-tax deductible expenses was €14,946.

5

INCOME FOR THE LAST FIVE YEARS (€) 

Balance sheet date

 

Duration of the reporting period (in months)

31/12/2024

 

12

31/12/2023

 

12

31/12/2022

 

12

31/12/2021

 

12

31/12/2020

 

12

CAPITAL AT YEAR-END

Share capital

Number of ordinary shares

4,525,920

1,131,480

4,525,920

1,131,480

4,525,920

1,131,480

4,525,920

1,131,480

4,525,920

1,131,480

OPERATIONS AND RESULTS

Revenue excluding tax

Income before taxes, profit-sharing, depreciation, amortisation and provisions

Income taxes

Net depreciation, amortisation and provisions

Net income/(loss)

Distributed income

2,063,827

11,754,270

(1,852,258)

12,750,549

855,980 *8,486,100

1,837,813

8,216,383

919,525

18,748,939

(11,452,081) 7,580,916

1,604,003

6,737,514

1,743,751

3,791,646

1,202,117

4,978,512

1,531,218

6,105,490

2,606,179

824,492 2,674,819

4,163,846

1,574,860

5,619,746

(489,242)

3,781,049

2,327,939

3,394,440

EARNINGS PER SHARE

Income after taxes and profit-sharing and before depreciation, amortisation and provisions Income after taxes, profit-sharing, depreciation,

amortisation and provisions

Dividend paid

12.03

0.76

*7.50

6.44

(10.12)

6.70

4.41

1.06

4.40

3.09

2.36

3.68

5.40

2.06

3.00

PERSONNEL

Average number of employees

Payroll

Sums paid in employee benefits (social security, fringe benefits, etc.)

31

3,939,202

1,604,490

32

3,494,137

1,499,343

35

3,911,311

1,556,828

36

3,453,317

1,334,748

37

3,348,232

1,244,552

* Dividend proposed

INVOICES RECEIVED AND ISSUED NOT SETTLED AT THE YEAR-END AND PAST DUE DATE

Invoices received

Invoices issued

1-30 days

31-60 days

61-90 days

91 days and more

Total

1-30 days

31-60 days

61-90 days

91 days and more

Total

(A) - Late payments by age

Number of invoices concerned

5

0

Total amount for the invoices concerned in € incl. VAT

18,317

525

18,842

Percentage of total amount of purchases for the fiscal year

1.1%

0.0%

1.1%

Percentage of revenue for the fiscal year

(B) - Invoices excluded from (A) relating to amounts receivable and amounts payable disputed or not recorded

Number of invoices excluded

None

None

Total amount for excluded invoices in € incl. VAT

None

None

(C) - Standard payment terms used (contractual or statutory - Article L. 441-6 or Article L. 443-1 of the French Commercial Code)

Payment terms used for calculating late payments

Contractual payment terms

Contractual payment terms


SHARE AND SHAREHOLDER INFORMATION

The share listed at €174 on 2 January 2024 and €139 on 31 December 2024 (up -20.1%). The number of shares traded during the year was 13,397.

The parent company does not have a share buyback programme and there are no employee shareholders.

The capital of the parent company is composed of 1,131,480 shares and did not change during the period. A double voting right is granted to each fully paid-up share which has been registered for at least two years in the name of the same shareholder.

Our principal shareholder, Ets Charles Nusse, held 910,395 shares with double voting rights, representing 80.46% of the capital, at 31 December 2024.

LG Invest crossed above the 5% ownership threshold as notified by a declaration published by the AMF on 28 September 2021.

2.         REVIEW AND APPROVAL OF THE 2024 CONSOLIDATED FINANCIAL STATEMENTS
2.1       EARNINGS

(€000)

2024

2023

Income from continuing activities

831,274

843,249

Operating income

45,261

72,063

Net income before tax

43,256

56,852

Net income after tax 

31,456

43,116

Group share 

31,456

43,116

2023 earnings were boosted by two non-recurring items totalling €16 million.

A €2 million goodwill impairment charge was recorded in the 2024 consolidated financial statements, compared to an €11,996,000 impairment charge in 2023.

Operating income is presented before this goodwill impairment.

On 27 February 2024, the Group acquired a controlling interest in Flock One, a company specialising in flocking for all types of decorative and technical application. Recorded goodwill amounted to €2.5 million.

Exacompta Clairefontaine Group 2024 EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortisation – amounted to €98,240,000 versus €115,589,000 in 2023.

The consolidated financial statements include transactions performed by the Group with Etablissements Charles Nusse, which provides advice and assistance to Group companies. Services provided are paid for in the form of a fee equal to 0.6% of the added value of each company for the previous year.

2.2       BUSINESS SECTORS
Paper

Production of fine uncoated papers in Western Europe increased by 6.4% in 2024 after falling by 25.8% in 2023 (source: CEPI). 

Meanwhile, production at our four mills increased by 5.8% in 2023 and 1.3% in 2024, with 240,000 tonnes of paper reels produced. 

The volume of orders received allowed our five machines to operate normally. We are compensating for the decline in certain graphic paper markets by developing specialty products.

After a downturn during the fiscal year, the price of pulp stabilised, leading to an average increase of around 5% over the full year. Our energy costs no longer benefited from the favourable conditions of 2022 and 2023. 

Processing

The French stationery market posted an average 5.6% decline in volume for manufactured papers and 6.9% for filing articles (source: GFK). Sales growth in Europe and diversification efforts have enabled us to maintain our revenues overall. We are reorganising our workshops to take account of the reduced consumption of certain product families.

2.3       FINANCIAL POSITION

2.3.1 Debt

2024 revenue amounted to €831,274,000. At 31 December 2024, gross borrowings stood at €209,347,000 including €41,607,000 of financial liabilities arising from the capitalisation of leases. Consolidated shareholders’ equity was €536,108,000.

The Group has negotiated additional lines of credit with its banks totalling €28,379,000. At the balance sheet date, outstanding commercial paper issued by the Group amounted to €10 million out of a global programme of €125 million.

With gross cash and cash equivalents of €189,496,000 at 31 December 2024, Group net borrowings amounted to €19,851,000.

Excluding technical financial liabilities generated by the application of IFRS 16, the Group posted net cash of €21,756,000 at 31 December 2024 compared to €11,089,000 the previous year.

2.3.2 Financial instruments

The Group does not hold interest rate hedging instruments and it was not considered appropriate to use new derivative financial instruments.

Under its cash management policy, the Group does not hold or issue financial derivatives for transaction purposes.

2.4       RISK MANAGEMENT

The Group has conducted an analysis of the risks that may have a material adverse impact on its business, financial position and earnings. The results of this analysis indicate that there are no significant risks other than those listed below.

2.4.1 Risks related to economic activity

•     Declining trend in consumption 

This decline, mainly due to digital competition, impacts all developed countries. In France, figures published by ADEME two years ago showed an average annual reduction of 3% for reams, 8% for envelopes and 2.5% for stationery. More recent studies raise fears of an acceleration of this phenomenon. 

Europe is a relatively self-sufficient market for these products. It is dominated by large integrated industrial groups that produce and use their own pulp. The market for commercial pulp processed within the Group is a global market whose benchmark currency is USD.

To match supply to demand, many printing paper machines have been either stopped or converted, particularly for packaging production.

We ourselves develop papers and products outside the fields of printing and writing.

•     Consumption of our products impacted by social phenomena

Consumption of office paper and filing materials was strongly affected by the change in work methods, particularly the ongoing widespread use of remote work, along with environmental concerns.

Our main customers are seeking to promote the circular economy and reduce their own carbon footprint, thereby driving the supply of recycled products, which we support, but also giving rise to new regulatory constraints and higher costs.

•     Global upheaval

Since the start of the war in Ukraine in 2022, which sent energy prices soaring and caused major disruptions in raw material supplies, energy flows had gradually been reorganised and costs had stabilised.

In 2025, the implementation of customs barriers by the United States may have economic repercussions, the extent of which is still difficult to measure.

However, since our trade volumes with the United States are very low, the Group does not expect to see any major impact on its business.

2.4.2 Financial risks

Generally, the Exacompta Clairefontaine Group does not engage in any complex financial transactions. However, it is exposed to certain risks related to the use of financial instruments in the context of its activities.

Risk management is performed by the operating units, in accordance with the policy established by senior management.

Credit risk

Credit risks represent the risk of financial loss for the Group if a third party fails to meet its contractual obligations.

→ Trade and other receivables

Our credit risk remains spread over a large number of clients even though there is a concentration of distributors of our products. The risk of default by business sector and by country in which the clients engage in their activities does not have a significant influence on credit risk.

The Group has implemented tools to monitor outstandings that enable it to ensure that its clients have an appropriate credit history.

Clients that do not satisfy solvency requirements cannot carry out transactions with the Group without making advance payments. Credit risk is also limited by taking out credit insurance policies.

The Group determines a level of write-downs that represents its estimate of losses that will be incurred in respect of trade and other receivables.

→ Investments

The Group limits its exposure to credit risk from investments, short-term deposits and other cash instruments by investing only in liquid securities.

As the counterparties are leading banks, the Group does not expect that any of them will default.

Liquidity risk

The Group’s approach to managing this risk is to ensure that it always has sufficient liquid assets to meet its liabilities as they fall due without incurring unacceptable losses or damaging its reputation. To this effect, short-term financing (maturities of less than one year) is provided by commercial paper on which a fixed rate is paid.

The Group also has lines of credit to cover medium-term maturities, which can substitute or supplement commercial paper issuance. The related covenants are respected.

The Group has conducted a specific review of its liquidity risk and deems that it will be able to meet future maturities.

Exchange rate and price risk

The Group operates internationally. Risks related to commercial transactions denominated in a currency other than the respective functional currencies of Group entities are related mainly to purchases of raw materials denominated in US dollars. In order to manage this foreign exchange risk, the Group may use options contracts to hedge forecast transactions in this currency.

2.4.3 Risks related to proceedings, tax audits and litigation

To the best of the Group’s knowledge, there are no pending or threatened government, judicial or arbitration proceedings that may have, or have had over the past 12 months, a significant impact on the Group’s financial position or profitability.

2.4.4 Financial risks relating to the impacts of climate change

The Group does not expect any major financial risk in the short or medium term directly linked to the rise in global average temperatures, the rise in sea levels or changes in biodiversity.

Three of the Group’s paper mill subsidiaries are subject to the European regulation on greenhouse gas emissions.  The fourth phase of the EU Emissions Trading Scheme (EU ETS) covers the 2021-2030 period.

The total amount of allowances issued free of charge for 2024 amounted to 57,767 tonnes. 

The statement of non-financial performance sets out the Group’s environmental policy. In particular, it provides details of energy consumption, greenhouse gas emissions and measures taken to reduce the carbon footprint of the Group’s operations.

2.5       INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES
2.5.1 Definition of internal control

Internal control is defined as a process implemented simultaneously by the Board of Directors, senior management and the employees of a group, which is designed to provide reasonable assurance that objectives are reached in the following areas: 

-       effectiveness and efficiency of operations; -          reliability of financial and accounting information; -           compliance with the laws and regulations in force.

Internal control consists of all methods that management has implemented to provide reasonable assurance that objectives are reached and to prevent the occurrence of damaging events.

2.5.2 Purposes and limits

Internal control ensures control of the company’s operations and protects it from various types of risks, including: 

-       irregularities and fraud, including computer fraud;

-       a material omission or inaccuracy in the processing of information and, therefore, in the financial statements;

-       failure to comply with the company’s legal and contractual obligations;

-       destruction, damage or disappearance of assets, or incorrect valuation of assets.

An internal control system, however efficient the system is, can provide only reasonable assurance and not an absolute guarantee as to the achievement of the company’s objectives, both because of the limits inherent in any process implemented by human beings and because of the limits on resources which all companies must take into account. 

The Group relies on four types of financial and accounting information to guide its operations: 

-       the annual and interim parent company and consolidated financial statements;

-       the quarterly statements (March and September – not published); -              the projected financial statements (not published).

2.5.3 Procedures for processing financial and accounting information

Systematic identification of risks is the first step in internal control. Mapping the Group’s risks presents no specific problems and the main issues are as follows: 

-       control of raw materials purchases;

-       environmental risks;

-       protection of industrial assets and sites;

-       control of the use of financial instruments and hedging foreign currency risk.

The financial and accounting procedures that are applied in the various Group companies may be summarised as follows: 

-       preparation of projected financial statements;

-       budget monitoring;

-       monitoring of intercompany revenue;

-       intercompany account reconciliations;

-       monitoring of monthly and year-to-date interim operating statements;

-       monthly and year-to-date cash position;

-       composition and performance of the investment portfolio;

-       monthly monitoring of the subsidiaries’ short- and medium-term financial commitments, with transmission and control of operating working capital requirements.

The internal control of financial instruments is specifically monitored by senior management, with regard to the types of instruments used as well as the maximum risk levels incurred, which are measured daily.

These financial instruments (contracts or options) constitute a transaction that helps to reduce the risk of a variation in the value of an asset or liability, an unrealised future transaction to which they relate, or a future commitment.

The Group has no department dedicated to internal control that is responsible for conducting verifications on its behalf (either in the parent company or in the companies it controls).

The transactions contributing to the corporate activities of the Group and their presentation in the financial statements are verified, though not necessarily through the application of formalised procedures, by senior management or by its authorised representatives or agents, with the general goal of complying or ensuring compliance with the laws, regulations and standards in force, and of making every effort to prevent the occurrence of losses that could affect the Group’s ability to continue operations.

For processing financial and accounting information, the Group and its subsidiaries use the following systems: 

-       SAP, Navision, Sage (accounting & finance);

-       Uloa (tax management);

-       EPM (consolidation);

-       Zadig (personnel management).

3.         POST-BALANCE SHEET EVENTS

There are no significant post-balance sheet events to report.

4.         OUTLOOK

Commercial demand was weak in the first quarter of 2025 and the global economic uncertainty does not offer much cause for optimism. Raw material prices are relatively stable and our energy costs are rising. We expect 2025 earnings to be down on 2024.

5.         RESEARCH AND DEVELOPMENT

The stationery companies are constantly working on technical solutions for certain product ranges or client requests, via internal or external laboratories and machine testing. This technical development work to improve paper quality is not the result of innovative development targeting new paper manufacturing procedures or the market launch of completely new products. Our laboratories are primarily focused on testing the quality of manufactured products, fibre category substitution analysis and technical feasibility.

Processing companies regularly modify product design and new items are constantly being created. The items are not covered by specific programmes and generally require little specific development. One workshop is dedicated to developing specialist equipment that is not available on the market and is designed exclusively for the Group.

6.         EMPLOYMENT INFORMATION

The Exacompta Clairefontaine Group had 3,362 employees at 31 December 2024. The French companies apply the collective agreement for the production of papers, cardboard and cellulose, or the collective agreement for cardboard packaging.

The Group Works Council met on 25 June 2024 to comment on the Group’s business and the economic and employment outlook for the year.

7.         STATEMENT OF NON-FINANCIAL PERFORMANCE

The information required under Article L. 225-102-1 of the French Commercial Code is included in a separate document entitled “Statement of non-financial performance”, which is an integral part of this management report.

It provides information on the manner in which the Group takes into account the social and environmental consequences of its activity as well as its commitments to society in favour of sustainable development, the circular economy, combating discrimination and promoting diversity.

8.         DRAFT RESOLUTIONS
8.1       APPROPRIATION OF EARNINGS

We propose the following appropriation: 

             Net income for 2024 .....................................................        €855,979.54

             Withdrawal from other reserves ....................................     €7,630,120.46

                                                                                    Total  €8,486,100.00

Allocated as follows:

          First dividend  ...............................................................        €226,296.00

          Second dividend  ...........................................................     €8,259,804.00

                                                                     Total dividends  €8,486,100.00

As the share capital is divided into 1,131,480 shares, each share would receive a total dividend of €7.50.

The following table shows the dividends paid for the last three years:

Year

Dividend

Number of shares

2021

3.68

1,131,480

2022

4.40

1,131,480

2023

6.70

1,131,480

8.2       DIRECTORS’ FEES

Your Board proposes that you approve directors’ fees in the amount of €115,000 to be paid to the directors of the company for the current year and past years.

8.3       DIRECTORS

Your Board proposes that you appoint the following directors, by separate resolutions:

-            Ms Lorraine Nusse, residing in Paris 7th district;

-            Mr Amaury de Monicault, residing in Paris 15th district; -            Mr Pierre Bordeaux Montrieux, residing in Paris 7th district; -            Mr Julien Nusse, residing in Paris 7th district.

These appointments, which are valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for the year 2030.

8.4        VERIFICATION OF SUSTAINABILITY INFORMATION 

Your Board proposes that you appoint our statutory auditors as verifiers of the compliance of sustainability reporting with the requirements of Directive 2013/34/EU, namely:

-        BATT AUDIT, 58 Boulevard d’Austrasie – 54000 Nancy, France

-        ADVOLIS, 38 Avenue de l’Opéra – 75002 Paris, France

This appointment coincides with the aforementioned firms’ appointments as statutory auditors and will therefore terminate at the end of the Shareholders’ Meeting called to approve the financial statements for the year 2025.


REPORT ON CORPORATE GOVERNANCE

1.         List of offices and positions held by corporate officers

Charles Nusse

-          Member of the Supervisory Board of Ets Charles Nusse

-          Chairman, Exaclair Ltd (GB)

-          Joint Managing Director, Ernst Stadelmann (AT)

-          Joint Managing Director, Exaclair GmbH (DE)

-          Manager, Rodeco (DE)

-          Chairman of the Board of Directors and Managing Director, Exaclair SA (BE)

-          Director, Biella Schweiz (CH)

François Nusse

-          Chairman of the Executive Board of Ets Charles Nusse

-          Chairman, Exacompta

-          Chairman, Papeteries Sill

-          Chairman, Claircell Ingénierie

-          Joint Managing Director, Ernst Stadelmann (AT)

-          Managing Director, Exaclair SA (BE)

-          Chairman of the Board of Directors, Biella Schweiz (CH)

Frédéric Nusse

-          Chairman, Papeteries de Clairefontaine

-          Chairman, Papeterie de Mandeure

-          Chairman, Everbal

-          Director, Schut Papier

-          Joint Managing Director, Exaclair GmbH (DE)

Guillaume Nusse

-          Chairman, Clairefontaine Rhodia

-          Chairman, CFR

-          Chairman, Madly

-          Chairman, Flock One

-          Sole director, Exaclair SA (ES)

-          Manager, Brause Produktion (DE)

-          Manager, Publiday (MA)

-          Director, Eurowrap Ltd (GB)

-          Chairman, Eurowrap A/S (DK)

-          Managing Director, TCPF (BE)

Jean-Marie Nusse

-          Member of the Ets Charles Nusse Executive Board

-          Director, Exaclair SA, and TCPF (BE)

15

Jérôme Nusse

-          Chairman, AFA

-          Chairman, Editions Quo Vadis

-          Chairman, Exaclair Italia (IT)

-          Chairman, Quo Vadis Japan (JP)

-          Chairman, Quo Vadis Editions (US)

-          Secretary, Quo Vadis International Limitée (CA)

Laurent Nusse

-          Chairman, Lavigne

-          Chairman, Photoweb

Monique Prissard

-          Member of the Ets Charles Nusse Executive Board

Caroline Valentin

-          Member of the Supervisory Board of Ets Charles Nusse

Louise de L’Estang du Rusquec

-          Executive at Société Générale Equipment Finance

Céline Goblot

-          Managing Director, Zadig Productions

2.         Terms of office expiring at the end of the year stated in brackets

The Board of Directors comprises twelve directors appointed by the shareholders and two directors representing the employees.  

Ÿ  Monique Prissard  (2024)

Ÿ  Louise de L’Estang du Rusquec  (2024)

Ÿ  François Nusse  (2025)

Ÿ  Frédéric Nusse  (2027)

Ÿ  Guillaume Nusse  (2027)

Ÿ  Jérôme Nusse  (2027)

Ÿ  Dominique Daridan  (2028)

Ÿ  Céline Goblot (2028)

Ÿ  Caroline Valentin  (2028)

Ÿ  Gabriel Nusse – (2028)

Ÿ  Laurent Nusse – (2028)

Ÿ  Charles Nusse  (2029)

Ÿ  Emmanuel Renaudin, Director representing employees   (2030)

Ÿ  Caroline Tamponnet, Director representing employees   (2030)

The Board does not currently hold any delegation of authority granted at the Shareholders’ Meeting for the purposes of capital increases.

3.         Corporate governance

The Board of Directors has not considered it necessary to refer to a Corporate Governance Code. Likewise, no committees or other bodies have been set up to assist the Board of Directors. 

The operation of the Board of Directors is governed by a set of internal procedural rules, amendments to which are decided at Board meetings.

A Code of Conduct governing behaviour for the prevention and detection of corruption or influencepeddling was approved by the Board of Directors in May 2017.

4.         Agreements

There are no agreements governed by Article L. 225-38 of the French Commercial Code.

The fee equal to 0.2% of the prior year’s added value in respect of the assistance agreement between Exacompta Clairefontaine and its wholly-owned subsidiaries is excluded, pursuant to the first paragraph of Article L. 225-39 of the said Code, and the agreement is treated as an arm’s length agreement. The most recent update of the agreement was approved by the Board of Directors on 26 March 2014. The Board of Directors’ meeting of 27 May 2015 qualified it as an “ordinary transaction entered into under arm’s length terms”.

This agreement has been in place in intent and amount since 2003, as detailed in the management report.

No agreement was entered into during the year ended between a subsidiary and an executive or shareholder holding more than 10% of the voting rights of Exacompta Clairefontaine.

17


GROUP ORGANISATIONAL CHART

image

18


Exacompta Clairefontaine S.A.

Parent Company Financial Statements for the year ended

31 December 2024

19

BALANCE SHEET AND INCOME STATEMENT

ASSETS (€000)

31/12/2024

31/12/2023

  Intangible assets

Concessions, patents, licences, trademarks

Intangible assets in progress

-

-

  Property, plant and equipment

Land

Buildings

Other PP&E

PP&E in progress

3,884

6,657

13

-

3,888

7,336

15

-

  Non-current financial assets Equity interests

Intercompany receivables

Loans

Other financial assets

279,570

16,515

31,540 507

291,570

9,463

37,992 507

TOTAL NON-CURRENT ASSETS

338,686

350,771

  Inventories

  Advances and progress payments made on orders

  Receivables

Trade and intercompany receivables Other receivables

  Prepaid expenses

  Cash and cash equivalents

198

8

1,683

73,857

462 41,540

198

12

1,609

82,959

434 14,492

TOTAL CURRENT ASSETS

117,748

99,704

  Currency translation adjustment

-

38

TOTAL ASSETS

456,434

450,513

LIABILITIES AND SHAREHOLDERS’ EQUITY (€000)

31/12/2024

31/12/2023

  Share capital

  Share, merger and contribution premiums

  Revaluation surplus

  Reserves

Statutory reserve

Other reserves   Retained earnings

4,526

162,566

485

453

98,344

4,526

162,566

485

453

117,377

  Profit/(loss) for the year

856

(11,452)

  Regulated provisions

2,226

2,139

SHAREHOLDERS’ EQUITY

269,456

276,094

  Provisions

For contingent liabilities

For charges

-

321

38

310

TOTAL PROVISIONS

321

348

  Borrowings

Bank loans and borrowings

44,366

54,500

  Operating payables

Trade payables

Taxes and social security contributions payable Other payables   Deferred income

256

963

140,851 167

322

5,167

113,887 195

TOTAL PAYABLES

186,603

174,071

  Currency translation adjustment

54

TOTAL LIABILITIES AND SHAREHOLDERS’

EQUITY

456,434

450,513

INCOME STATEMENT (€000)

31/12/2024

31/12/2023

  Revenue

2,064

1,838

  Operating subsidies

  Reversals of depreciation, amortisation and provisions, expense transfers

  Other income

6,505 617

6,267 583

OPERATING REVENUE

9,186

8,688

  Purchases and other supplies

  Other purchases and external expenses

  Taxes, duties and similar payments

  Salaries and wages

  Social security contributions

  Increases in depreciation/amortisation of non-current assets

  Provision charges

  Other expenses

1,935

205 3,939

1,605 691

101

186

1,907

205 3,494

1,499

692

7 176

OPERATING EXPENSES

8,662

7,980

OPERATING INCOME

524

708

  Financial income from equity investments

  Income from other securities and receivables from non-current assets

  Other interest and similar income

  Reversals of provisions, expense transfers

  Positive currency translation adjustments

  Net profit on sales of marketable securities

11,322

350

4,462

38

482

7,321

414

4,521

26

117

FINANCIAL INCOME

16,654

12,399

  Increases in depreciation, amortisation and provisions

  Interest expense and similar expenses

  Negative currency translation adjustments

  Net expenses on sales of marketable securities

12,000

5,813

273

18,038

5,209

266

FINANCIAL EXPENSES

18,086

23,513

NET FINANCIAL INCOME/(EXPENSE)

(1,432)

(11,114)

INCOME/(LOSS) BEFORE TAXES

(908)

(10,406)

  Extraordinary income

On operating transactions

On capital transactions

  Reversals of provisions, expense transfers

1

57

2

60

EXTRAORDINARY INCOME

58

62

  Extraordinary expenses

On operating transactions

On capital transactions

  Increases in depreciation, amortisation and provisions

2

-

144

40

2 146

EXTRAORDINARY EXPENSES

146

188

NET EXTRAORDINARY INCOME/(EXPENSE)

(88)

(126)

  Income taxes

(1,852)

920

NET INCOME/(LOSS) FOR THE YEAR

856

(11,452)

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

1.     KEY EVENTS OF THE YEAR

Notes to the balance sheet prior to earnings appropriation for the year ended 31/12/2024, for which:

•       Total assets amounted to €456,433,554

•       Net income amounted to €855,979.54

1.1. Accounting principles, rules and methods

General accounting conventions have been applied, in compliance with the principle of prudence, in accordance with the following underlying assumptions: 

•       going concern;

•       constant accounting methods from one year to the next;

•       accruals concept, in accordance with the general rules regarding the preparation and presentation of annual financial statements.

The basic method used to value the items recorded is the historical cost method. 

The financial statements are prepared in accordance with French accounting standards authority (ANC) Regulations 2014-03 et seq. regarding the French chart of accounts.

1.2. Comparability of the financial statements

The fiscal year is a period of 12 months that runs from 01/01/2024 to 31/12/2024.

1.3. Changes in accounting methods

There were no changes in the valuation and presentation methods applied to the parent company financial statements for the fiscal year ended compared to the previous year.

1.4. Key events of the year

A €12 million investment write-down was recorded in the financial statements.

1.5. Post-balance sheet events

Exacompta Clairefontaine did not identify any significant post-balance sheet events.

2.     ACCOUNTING RULES AND METHODS
2.1. Fixed assets
2.1.1 Intangible assets and property, plant and equipment

Valuation:

Fixed assets are valued at acquisition cost (purchase price excluding ancillary expenses) or production cost.

Depreciation and amortisation:

Depreciation and amortisation are calculated using the straight line method based on the estimated useful life of each asset component, on the following bases:

q     Software

1 to 3 years

q    Buildings

25 to 40 years

q    Fixtures and furnishings

10 to 20 years

q    Office supplies and computer hardware

3 to 10 years

The difference between tax-related and economic depreciation/amortisation is recognised under accelerated depreciation/amortisation.

Write-downs:

At the end of each year, the company assesses the value of its fixed assets to determine whether there are indications of a loss in value. If so, the recoverable value of the asset is estimated. If the recoverable value is less than the book value, a write-down is taken for the amount of the difference.

2.1.2 Non-current financial assets

The gross value consists of the purchase cost, excluding ancillary expenses. 

If fair value is less than gross value, a write-down is taken for the amount of the difference.

The fair value of equity interests is assessed on the basis of the fair value of the shareholders’ equity, as measured based on discounted future cash flows and net debt. The outlook of each subsidiary or group of subsidiaries is taken into account, in which case consolidated data may be included in the assessment.

2.2. Inventories

Inventories include the purchase of resinous wood made in 1997.

2.3. Receivables and payables

Valuation and impairment:

Receivables and payables are valued at their nominal amount. A write-down is taken against receivables when their fair value is less than their book value.

Receivables and payables denominated in foreign currencies:

These items are valued using the closing exchange rate on the balance sheet date.

Differences resulting from this valuation are recorded as currency translation adjustments, in assets or liabilities. Provisions are recorded for unrealised foreign exchange losses recognised under assets.

2.4. Cash

Short-term cash:

Short-term needs are financed by commercial paper issued by Exacompta Clairefontaine. A fixed rate determined at the moment of issue is paid on the commercial paper, which has a fixed maturity and a maximum term of 365 days.

At the balance sheet date, the amount issued by the Group was €10 million out of an authorised limit of €125 million.

Lines of credit:

Lines of credit are in place with several banks for a total amount of €145 million, with maturities not exceeding five years. The term of drawdowns ranges from 10 days to twelve months. As at 31 December 2024, none of these lines of credit had been used.

Marketable securities:

These are assets held for trading. The book value of €41,539,000 equals the market value at 31 December 2024. The book value is equal to the fair value.

2.5. Accelerated depreciation/amortisation

Accelerated depreciation consists of the difference between the depreciation calculated according to tax practices and that calculated according to the straight line method based on the estimated useful life. Accelerated depreciation totalled €2,226,000 at year-end.

2.6. Provisions for contingent liabilities and charges

2.6.1 Provisions for retirement indemnities

The method used to calculate the provision is the projected unit credit method.

The calculation is based on the following main assumptions:

•       probability of retirement from the company, turnover, death

•       total amount of benefits outstanding under the cardboard packaging (“Cartonnage”) collective agreement

•       retirement age: between 60 and 67 years of age depending on the employee’s year of birth and status

•       social security contributions rate: 45%

•       discount rate: 3.15%

A provision for the full amount of the retirement commitment – including social security contributions – was taken at year-end and totalled €321,000.

2.6.2 Other provisions

Other provisions recorded correspond to foreign exchange losses resulting from currency translation differences and are non-material at 31 December 2024.

3.     OTHER INFORMATION
3.1. Parent company consolidating the company’s financial statements

Exacompta Clairefontaine is 80.46% owned by Ets Charles Nusse SA, a French limited company (société anonyme) with an Executive Board and a Supervisory Board, with a share capital of €1,603,248, registered at 138 Quai de Jemmapes 75010 Paris.

3.2. Staff

The average headcount of the company totalled 31 persons in 2024 (1 administrative manager and 30 sales staff).

3.3. Tax consolidation

A tax consolidation agreement has been signed with all the French companies except Flock One. This agreement is automatically renewed every year.

The parent company of the tax group is Exacompta Clairefontaine.

The reported tax expense is the expense that would have been incurred in the absence of tax consolidation, subject to the following provisions:

•       no limit on the profit against which loss carryforwards may be applied

•       refunding of tax credits not applied by the company when these credits may be applied by the parent company 

The tax savings realised by the parent company are returned to the subsidiaries when they become profitable and can charge their own losses.

The tax group incurred tax income of €1,927,000 for 2024.

3.4. Remuneration of administrative and management bodies

The members of the Board of Directors receive no remuneration from the company.

The total amount of director’s fees to be shared among the directors for 2024 is €100,000 and was awarded by a decision of the 25 May 2023 Shareholders’ Meeting.

3.5. Related party transactions

No material non-arm’s length transactions involving related parties were executed.

3.6. Off-balance sheet commitments

The companies that head sub-groups (Exacompta, Papeteries de Clairefontaine, Clairefontaine Rhodia, AFA and Photoweb) guarantee all repayments of their subsidiaries that borrow from their parent company. Exacompta Clairefontaine jointly and severally guarantees payment to Exeltium of all liabilities in respect of purchases of blocks of electricity contracted by Papeteries de Clairefontaine.

4.      BALANCE SHEET AND INCOME STATEMENT DATA
Share capital

Number of shares

Par value (€)

  At 1 January

1,131,480

€4

  At 31 December

1,131,480

€4

Change in shareholders’ equity (€000)

Shareholders’ equity at 31/12/2023

276,094

Dividends distributed

(7,581)

Change in regulated provisions

+87

Net loss for fiscal year 2024

856

Shareholders’ equity at 31 December 2024

269,456

Change in gross non-current assets

€000

Gross value b/fwd

Purchases

Sales

Decreases

Gross value c/fwd

 Concessions, patents, licences

260

260

Intangible assets

260

 

 

 

260

 Land

3,929

3,929

 Buildings and fixtures

25,038

25,038

 Other PP&E

151

6

17

140

 PP&E in progress

-

-

Property, plant and equipment

29,118

6

17

 

29,107

 Equity interests

352,570

352,570

 Intercompany receivables

9,463

7,057

5

16,515

 Loans

37,992

6,452

31,540

 Other financial assets

507

507

Non-current financial assets

400,532

7,057

 

6,457

401,132

Change in depreciation/amortisation of non-current assets 

€000

Amounts b/fwd

Additions

Reversals and outflows

Provisions c/fwd

 Concessions, patents, licences

260

260

Intangible assets

260

 

 

260

 Land

41

4

45

 Buildings and fixtures

17,702

679

18,381

 Other PP&E

136

8

17

127

Property, plant and equipment

17,879

691

17

18,553

Table of subsidiaries and equity interests (€000)

Subsidiaries

Share capital

Shareholders’ equity

% interest

Shares gross value net value

Loans

Dividends received

Revenue excluding tax

PAPETERIES DE CLAIREFONTAINE

88480 Etival Clairefontaine

SIREN no. 402 965 297

91,200

255,913

100%

103,001

103,001

6,897

284,114

EXACOMPTA

75010 Paris

SIREN no. 702 047 564

2,160

127,171

100%

115,693

100,693

16,087

3,150

152,348

AFA

75010 Paris

SIREN no. 582 090 452

1,440

37,994

100%

49,633

12,933

18,785

CLAIREFONTAINE RHODIA

68490 Ottmarsheim

SIREN no. 339 956 781

22,500

43,631

100%

40,912

40,912

15,453

1,275

96,525

PHOTOWEB

38120 Saint-Egrève

SIREN no. 428 083 703

40

16,338

100%

43,330

22,030

35,273

Equity interests

 

 

 

 

 

 

Forestry cooperative

FORÊT & BOIS DE L’EST  

variable

3

3

Change in provisions and write-downs

€000

Amounts b/fwd

Additions

Reversals (used)

Reversals (not used)

Provisions c/fwd

 Accelerated depreciation/amortisation

2,139

144

57

2,226

Regulated provisions

2,139

144

57

 

2,226

 Foreign exchange losses

38

38

-

 Pensions and similar obligations

 Other expenses

310

101

28

62

321

Provisions for contingent liabilities and charges

348

101

28

100

321

 Equity interests

61,000

12,000

73,000

Write-downs

61,000

12,000

 

 

73,000

 Increases and reversals o     operating o     financial o     extraordinary

101

12,000 144

90

38

57

  Total

12,245

185

Receivables schedule

Receivables due (€000)

Gross amounts 

< 1 year

> 1 year

Non-current receivables

  Intercompany receivables

16,515

16,515

  Loans

31,540

6,517

25,023

  Other financial assets

507

507

Current receivables

  Trade receivables

1,683

1,683

  Personnel and related

5

5

  Income taxes

2,600

2,600

  Value added tax

24

24

  Group and associates

71,226

71,226

  Other receivables

2

2

  Prepaid expenses

462

462

Total

124,564

82,519

42,045

Payables schedule

Payables due (€000)

Gross amounts

< 1 year

1-5 years

> 5 years

  Bank loans and borrowings

44,366

19,396

24,255

715

  Trade payables

256

256

  Personnel and related

477

477

  Social security organisations

389

389

  Income taxes

-

-

  Value added tax

44

44

  Other taxes, duties and similar items

53

53

  Group and associates

140,232

140,232

  Other payables

619

619

  Deferred income

167

167

Total

186,603

161,633

24,255

715

Breakdown of prepaid expenses and deferred income

€000

Prepaid expenses

Deferred income

  Operating income/expenses

224

  Financial transactions

238

167

 Total

462

167

Breakdown of accrued expenses and accrued income

€000

Accrued expenses

Accrued income

  Invoices not received/to be issued

106

16

  Tax and social security payables/receivables

478

-

  Financial transactions

9

5

 Total

593

21

Breakdown of expense transfers

€000

Expense transfers

  Transfer of external expenses

1,306

  Transfer of personnel expenses

4,934

  Transfer of taxes & duties

176

 Total

6,416

Extraordinary income and expenses

€000

2024

2023

  Sale of property, plant and equipment

1

2

  Reversal of accelerated depreciation

57

60

  Other income

-

-

 Total extraordinary income 

58

62

  Sale of property, plant and equipment

-

2

  Increase in accelerated depreciation

144

146

  Other expenses

2

40

 Total extraordinary expenses 

146

188

Breakdown of income taxes

Breakdown – €000

Income

before tax 

Taxes owed

Net income after tax

Net income/(loss) from ordinary activities

(908)

102

(1,010)

Net extraordinary income/(expense)

(88)

(22)

(66)

Tax expense

Ÿ  tax consolidation gain

Ÿ  other tax effects

(1,927)

(5)

1,927 5

Total

(996)

(1,852)

856

Deferred and future tax position

€000 (at corporate income tax rate of 25%)

Amount 

Tax on:

  Accelerated depreciation/amortisation

556

Total increases

556

Prepaid tax on:

  Paid holiday

63

  Other

93

Total reductions

156

Net deferred tax position

400

  Tax loss carryforwards

0

Net future tax position

0


Exacompta Clairefontaine S.A.

Reports of the Statutory Auditors

q  Report on the parent company financial statements

q  Special report on regulated agreements

                                 ADVOLIS                                                                                       BATT AUDIT

                             Statutory Auditor                                                                                  Statutory Auditor

Member of the Paris Institute of Statutory Auditors                 Member of the Nancy Institute of Statutory Auditors

                         38 Avenue de l’Opéra                                                                       58 Boulevard d’Austrasie         

                        75002 PARIS                                                                                       54000 NANCY

REPORT OF THE STATUTORY AUDITORS ON THE PARENT COMPANY

FINANCIAL STATEMENTS

Year ended 31 December 2024

To the Shareholders’ Meeting of EXACOMPTA CLAIREFONTAINE,

1. Opinion  

In accordance with the assignment entrusted to us by your Shareholders’ Meeting, we have audited the parent company financial statements of EXACOMPTA CLAIREFONTAINE for the year ended 31 December 2024, which are appended to this report.  

We hereby certify that the parent company financial statements are, with regard to French accounting rules and principles, in order and accurate and fairly present the results of operations for the past year and the financial position, assets and liabilities of the company at the end of that year.

2. Basis of the opinion  

Audit standards

We performed our audit in accordance with the professional standards applicable in France. We believe that the evidence we have gathered provides a reasonable basis for our opinion.

Our responsibilities pursuant to these standards are set forth in the section of this report entitled “Responsibilities of the Statutory Auditors relating to the audit of the parent company financial statements”. 

Independence

We have performed our audit in compliance with the rules of independence provided for in the French Commercial Code and the French Code of Ethics for statutory auditors for the period running from 1 January 2024 to the date of issue of our report.

Bases of assessments

Pursuant to the provisions of Articles L. 821-53 and R. 821-180 of the French Commercial Code on the justification of our assessments, we draw your attention to the following assessments which, in our professional judgement, have been the most significant for the audit of the parent company financial statements.

The assessments carried out are part of our audit of the parent company financial statements, taken as a whole, and formed our opinion, which is expressed above. We do not express an opinion on individual items of these financial statements.  

Valuation of equity interests and related receivables

Equity interests and related receivables, which are carried at a net amount of €296 million on the 31 December 2024 balance sheet, are initially recognised at cost and written down on the basis of their fair value.

As stated in Note 2.1.2 to the financial statements, the fair value is assessed on the basis of the fair value of the shareholders’ equity, as measured based on discounted future cash flows and net debt. The outlook of each subsidiary or group of subsidiaries is taken into account, in which case consolidated data may be included in the assessment. 

The estimated fair value of these equity interests, based in particular on projected discounted future cash flows, requires the use of assumptions and estimates and the exercise of judgement by management.

Our work consisted in assessing the reasonableness of the estimated fair value of equity interests, based on information provided to us. Our work consisted mainly in verifying that the estimation of these values by management is based on an appropriate justification of the measurement method and figures used.

3. Specific verifications

We also performed the specific verifications required by law and regulations, in accordance with professional standards applicable in France.

Information provided in the Board of Directors’ management report and other documents addressed to the shareholders concerning the financial position and the parent company financial statements

We have no comments to make about the accuracy and consistency with the parent company financial statements of the information provided in the management report of the Board of Directors and in the documents addressed to the shareholders concerning the financial position and the annual financial statements.

We hereby confirm the accuracy and the consistency with the parent company financial statements of the information on late payments referred to in Article D. 441-6 of the French Commercial Code.  

Information on corporate governance presented in the management report

We hereby certify that the section on corporate governance in the Board of Directors’ management report contains the information required by Article L. 225-37-4 of the French Commercial Code. 

Responsibilities of senior management and of those charged with corporate governance relating to the parent company financial statements

It is the management’s responsibility to prepare the parent company financial statements representing a true and fair view in accordance with the French accounting rules and principles and to establish the internal control that it deems necessary for the preparation of the parent company financial statements free of material misstatements, whether due to fraud or error.

During the preparation of the parent company financial statements, it is the responsibility of management to assess the company’s ability to continue as a going concern, to present in these financial statements, if applicable, the necessary information on the going concern basis and to apply the standard accounting policy for a going concern, unless it is planned to wind up the company or discontinue operations. 

The parent company financial statements were approved by the Board of Directors.

Responsibilities of Statutory Auditors relating to the audit of the parent company financial statements 

It is our responsibility to prepare a report on the parent company financial statements. Our objective is to obtain reasonable assurance that the parent company financial statements, taken as a whole, are free of material misstatements. Reasonable assurance is a high level of assurance, without however guaranteeing that an audit performed in accordance with the professional standards applicable would systematically detect all material misstatements. Misstatements may be due to fraud or errors and are considered as material when it is reasonable to expect that they can, taken separately or together, influence the economic decisions that users of the financial statements take based on them. 

As set out in Article L. 821-55 of the French Commercial Code, our engagement relating to the certification of the financial statements does not consist in guaranteeing the viability or quality of your company’s management.

As part of an audit performed in accordance with auditing standards applicable in France, the statutory auditor exercises their professional judgement throughout the audit. Furthermore, the auditor:

-          identifies and evaluates the risk of the annual financial statements containing material misstatements, whether due to fraud or error, develops and implements audit procedures in response to these risks, and gathers sufficient and appropriate evidence for the auditor’s opinion. The risk of non-detection of a material misstatement due to a fraud is more serious than that of a material misstatement due to an error, since fraud may involve collusion, forgery, wilful omissions, misrepresentations or the circumvention of internal control;

-          obtains an understanding of the aspects of internal control that are relevant to the audit in order to develop appropriate audit procedures, and not to express an opinion as to the effectiveness of the internal control system;

-          assesses the appropriateness of the accounting methods used and the reasonableness of the accounting estimates made by the management, as well as of the related information provided in the annual financial statements;

-          assesses the appropriateness of the management’s use of the going concern principle in accounting and, according to the evidence obtained, the existence or otherwise of material uncertainty connected with events or situations likely to cast significant doubt on the capacity of the company to continue its operations. This assessment is based on the evidence gathered up to the date of the auditor’s report, it being noted however that subsequent circumstances or events could compromise the going concern basis. If the auditor concludes that there is a significant uncertainty, the auditor draws the reader’s attention within their report to the disclosures provided in the parent company financial statements regarding this uncertainty or, if such disclosures are not provided or are not relevant, issues a qualified opinion or refuses to issue an opinion;

-          appraises the overall presentation of the parent company financial statements and assesses whether said statements reflect the transactions and underlying events and thus provide a true and fair view thereof.

Paris and Nancy, 28 April 2025

Statutory Auditors

                         ADVOLIS

BATT AUDIT

     Hugues de Noray        Nicolas Aubrun

Isabelle Sagot

 

                                 ADVOLIS                                                                  BATT AUDIT

                             Statutory Auditor                                                                                  Statutory Auditor

Member of the Paris Institute of Statutory Auditors                 Member of the Nancy Institute of Statutory Auditors

                         38 Avenue de l’Opéra                                                                       58 Boulevard d’Austrasie         

                        75002 PARIS                                                                                       54000 NANCY

SPECIAL REPORT OF THE STATUTORY AUDITORS ON REGULATED

AGREEMENTS

Year ended 31 December 2024

To the Shareholders’ Meeting of EXACOMPTA CLAIREFONTAINE,

In our role as the statutory auditors of your company, we hereby present to you our report on regulated agreements.

It is our responsibility to inform you, on the basis of the information provided to us, of the essential characteristics and terms of the agreements of which we have been informed or which we have discovered during the course of our audit, as well as the reasons justifying the company’s interest in said agreements, without having to express an opinion on their usefulness or appropriateness or to seek out the existence of other agreements. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code, to assess the interest attached to entering into these agreements with a view to their approval. 

It is also our responsibility, where appropriate, to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code in relation to the performance, during the past year, of agreements already approved by the Shareholders’ Meeting.

We have carried out the procedures that we judged necessary pursuant to the professional policies of the Compagnie Nationale des Commissaires aux Comptes (National Institute of Statutory Auditors) relating to this assignment.

Agreements submitted to the Shareholders’ Meeting for approval

We have not been informed of any agreement authorised and entered into during the past year and requiring to be submitted to the Shareholders’ Meeting for approval pursuant to the provisions of Article L. 225-38 of the French Commercial Code.

Agreements already approved by the Shareholders’ Meeting

We hereby inform you that we have not been informed of any agreement already approved by the Shareholders’ Meeting and whose performance continued during the past year.

Paris and Nancy, 28 April 2025

Statutory Auditors

                         ADVOLIS

BATT AUDIT

     Hugues de Noray        Nicolas Aubrun

Isabelle Sagot

Exacompta Clairefontaine S.A.

Consolidated financial statements for the year ended

31 December 2024


1.     Consolidated financial statements
Consolidated financial position

€000

31/12/2024

31/12/2023

NON-CURRENT ASSETS

358,007

361,502

  Goodwill

34,703

34,223

  Intangible assets

20,882

21,114

  Property, plant and equipment

296,292

300,188

  Financial assets

5,167

5,217

  Deferred taxes

963

760

CURRENT ASSETS

593,509

574,582

  Inventories

269,190

272,571

  Trade and other receivables

129,701

132,510

  Advances

2,470

2,292

  Taxes receivable

2,652

111

  Cash and cash equivalents

189,496

167,098

TOTAL ASSETS

951,516

936,084

                                                                                                                                                                                                      Notes

                                                                                                                                                                                                     (2.1.4)

                                                                                                                                                                                                     (2.1.4)

                                                                                                                                                                                                     (2.1.5)

                                                                                                                                                                                                     (2.1.6)

                                                                                                                                                                                                       (2.4)

                                                                                                                                                                                                     (2.2.1)

                                                                                                                                                                                                     (2.2.2)

                                                                                                                                                                                                     (2.2.3)

SHAREHOLDERS’ EQUITY

536,108

512,467

  Share capital

4,526

4,526

  Consolidated reserves

500,126

464,825

  Net income – Group share

31,456

43,116

  Shareholders’ equity – Group share

536,108

512,467

  Minority interests

-

-

NON-CURRENT LIABILITIES

198,791

194,768

  Non-current loans and borrowings

126,803

112,844

  Lease liabilities (IFRS 16)

28,392

38,331

  Deferred taxes

24,279

24,174

  Provisions

19,317

19,419

CURRENT LIABILITIES

216,617

228,849

  Trade payables

81,765

79,901

  Current loans and borrowings

40,937

43,165

  Lease liabilities (IFRS 16) – short term

13,215

14,359

  Provisions

5,345

6,226

  Tax liabilities

1,950

5,561

  Other payables

73,405

79,637

TOTAL SHAREHOLDERS’ EQUITY AND

LIABILITIES

951,516

936,084

                                                                                                                                                                                                       (2.6)

                                                                                                                                                                                                       (2.6)

                                                                                                                                                                                                       (2.4)

                                                                                                                                                                                                       (2.5)

                                                                                                                                                                                                       (2.6)

                                                                                                                                                                                                       (2.6)

                                                                                                                                                                                                       (2.5)

                                                                                                                                                                                                       (2.9)

Consolidated income statement

€000

2024

2023

Revenue

831,274

843,249

  - Sales of products

813,135

821,802

  - Sales of services

18,139

21,447

Other operating income

17,380

40,504

  - Reversal of depreciation/amortisation

120

14

  - Subsidies

5,403

7,404

  - Other income

11,857

33,086

  Change in inventories of finished products and work-in-progress

(11,413)

(7,009)

  Goods and materials used

(396,914)

(399,306)

  External expenses

(126,083)

(122,906)

  Personnel expenses

(197,213)

(199,971)

  Taxes and duties

(8,631)

(8,576)

  Depreciation/amortisation

(52,638)

(50,173)

  Other operating expenses

(10,501)

(23,749)

Operating income – before goodwill impairment

45,261

72,063

  Goodwill impairment / badwill gain

(2,000) 

(11,996)

Operating income – after goodwill impairment

43,261

60,067

  Financial income

7,086

4,772

  Financial expenses

(7,091)

(7,987)

  Net financial items

(5)

(3,215)

  Income taxes

(11,800)

(13,736)

CONSOLIDATED NET INCOME

31,456

43,116

                                                                                                                                                                                                      Notes

(2.1.4 to

2.1.6)

                                                                                                                                                                                                     (2.2.1)

                                                                                                                                                                                                      (2.10)

(2.1.4,

2.1.5)

                       

(2.1.1,

                                                                                                                                                                                                       2.1.4)

                       

                                                                                                                                                                                                       (2.8)

                                                                                                                                                                                                       (2.4)

                       

Net income – minority share

-

-

Net income – Group share

31,456

43,116

  Net income for the period

31,456

43,116

  Number of shares

1,131,480

1,131,480

Earnings per share (basic and diluted)

27.80

38.11

                                                                                                                                                                                                       (2.3)

                       

Comprehensive income statement

€000

2024

2023

Net income/(loss)

31,456

43,116

Actuarial gains/losses on post-employment benefits Tax on items not reclassified to profit or loss

324 (81)

634

(158)

Items not reclassified to profit or loss

243

476

Currency translation differences arising from foreign entities’ financial statements

Tax on items reclassified to profit or loss

(408)

-

3,175

-

Items reclassified to profit or loss

(408)

3,175

Items of other comprehensive income

-

-

Total comprehensive income

31,291

46,767

Attributable to:

-   the Group

-   minority interests

31,291

-

46,767

-

Statement of changes in consolidated shareholders’ equity

€000

image

image

image

image

image

image

image

image

Shareholders’ equity at 31/12/2022

4,526

92,745

367,818

619

5,661

471,369

-

471,369

Dividends distributed

(4,979)

(4,979)

(4,979)

Net income for the period

43,116

43,116

43,116

Items of other comprehensive income

476

3,175

3,651

3,651

Reclassification of actuarial gains/losses

619

(619)

-

-

Other restatements

(690)

(690)

(690)

Shareholders’ equity at 31/12/2023

4,526

92,745

405,884

476

8,836

512,467

-

512,467

Dividends distributed

(7,581)

(7,581)

(7,581)

Net income for the period

31,456

31,456

31,456

Items of other comprehensive income

243

(408)

(165)

(165)

Reclassification of actuarial gains/losses

476

(476)

-

-

Other restatements

(69)

(69)

(69)

Shareholders’ equity at 31/12/2024

4,526

92,745

430,166

243

8,428

536,108

-

536,108

Statement of consolidated cash flows

€000

2024

2023

Total consolidated net income

31,456

43,116

•       Depreciation, amortisation and provisions

•       Gains or losses on sales

•       Currency translation adjustments

53,772 (117)

(537)

64,750

(10,431) (228)

Cash flow before cost of borrowings and tax

84,574

97,207

•       Cost of borrowings

•       Tax charge for the period and deferred taxes

4,000

11,800

3,190

13,736

Cash flow after cost of borrowings and tax

100,374

114,133

        •       Change in operating working capital

(12,731)

12,304

(1)  Net cash flow from operating activities

87,643

126,437

•       Purchases of fixed assets

•       Sales of fixed assets

•       Changes in consolidation

(49,034)

2,066

(3,249) 

(52,964)

25,930 (4,174)

(2)  Net cash flow from investing activities

(50,217)

(31,208)

•       New borrowings

•       Loans repaid

•       Lease liability payments

•       Change in interest paid

•       Dividends paid

42,379 (30,140)

(14,971)

(3,786)

(7,581)

27,940 (33,297)

(14,483)

(2,980)

(4,979)

(3)  Net cash flow from financing activities

(14,099)

(27,799)

(4)  Currency effect on cash

(93)

1,303

(1+2+3+4) Total cash flow

23,234

68,733

                                                                                                                                                                                                      Notes

                       

(2.1.4 to

                                                                                                                                                                                                  2.1.6, 2.5)

(2.4)

                       

                       

Balance

sheet

                       

(2.1.4 to

2.1.6)

                       

(2.6)

                       

                       

                       

Opening cash

155,165

86,432

Closing cash

178,399

155,165

Change in cash

23,234

68,733

Change in cash

€000

31/12/2024

31/12/2023

Change

Reported cash and cash equivalents

189,496

167,098

22,398

Bank overdrafts  

(11,097)

(11,933)

836

Net cash and cash equivalents

178,399

155,165

23,234

Presentation of the consolidated financial statements

1-        General principles – statement of compliance

The EXACOMPTA CLAIREFONTAINE Group consolidated financial statements are prepared in accordance with IFRS (International Financial Reporting Standards), as adopted within the European Union.

The Exacompta Clairefontaine Group consolidated financial statements have been approved by the Board of Directors. They will not be final until they have been approved by the Shareholders’ Meeting. No changes were made compared to the accounting rules and methods applied to the 2023 full-year consolidated financial statements.

2-        Adoption of international standards

Standards, amendments and interpretations mandatory from 1 January 2024

-       Amendments to IAS 1 – Classification of liabilities as current or non-current and non-current liabilities with covenants

-       Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements

-       Amendment to IFRS 16 – Lease liability in a sale and lease-back

The application of these amendments did not have a material impact on the Group’s financial statements.

Standards, amendments and interpretations mandatory after 2024

In 2024, the Group did not opt for the early application of any standard, amendment or interpretation approved by the European Union.

3-        Changes in consolidation scope 

On 27 February 2024, the Group acquired a controlling interest in Flock One, which generated revenue of €4 million for the nine-month 2024 fiscal year. Recorded goodwill amounted to €2.5 million.

The identifiable assets acquired and liabilities assumed were recognised at their acquisition date fair value.

4-        Bases of preparation of the financial statements

The financial statements are presented in euros, rounded to the nearest one thousand euros.

They are prepared on the basis of historical cost, with the exception of financial instruments, which are stated at fair value.

The preparation of financial statements under IFRS requires the exercise of judgement by management in making estimates and assumptions that have an impact on the application of the accounting policies and on the amounts of the assets, liabilities, income and expenses.

The underlying estimates and assumptions are made based on past experience and other factors deemed reasonable in view of the circumstances. They also form the basis for the exercise of judgement required for determining the book values of assets and liabilities that cannot be obtained directly from other sources. Real values may differ from the estimated values.

The estimates and underlying assumptions are reviewed on an ongoing basis. The impact of changes in accounting estimates is recorded during the period in which the change occurs and all subsequent periods affected.

The accounting methods described below have been applied on a consistent basis to all the periods presented in the consolidated financial statements. Furthermore, said methods have been applied uniformly to all Exacompta Clairefontaine Group entities.

5-        Consolidation of subsidiaries

The consolidated financial statements include the financial statements of the parent company, Exacompta Clairefontaine, and those of the entities controlled by the parent company (the “subsidiaries”).

Control means the power to direct, directly or indirectly, the financial and operating policies of the entity in order to obtain benefits from its activities.

The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which control was obtained until the date on which control is no longer held.

The balances shown in the balance sheet, unrealised losses and gains, and the income and expenses resulting from Group transactions are eliminated in the consolidation.

Unrealised gains arising from transactions with affiliates are eliminated in proportion to the Group’s equity interest. Unrealised losses are eliminated in the same way, but only if they do not represent a loss in value.

6-        Foreign currencies

The individual financial statements of each of the Group’s entities are presented in the currency of the economic environment in which the entity operates. For the purposes of the consolidated financial statements, the profit or loss and the financial position of each entity are stated in euros, which is the functional currency of Exacompta Clairefontaine S.A. and the currency in which the consolidated financial statements are presented.

Transactions in foreign currency are recorded at the exchange rate in effect on the date of the transaction. Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are converted to euros at the closing rate. The currency translation differences resulting from this conversion are recorded in the income statement as financial income or expense, as applicable.

The assets and liabilities of each individual entity that engages in its activity abroad are converted to euros at the exchange rates in effect at the balance sheet date. Income and expenses are converted at the average exchange rates for the period, which is a sufficient approximation of the rates on the transaction dates. The currency translation differences resulting from the conversion are recorded under currency translation adjustments as a separate shareholders’ equity account.

7-        Business combinations

Business combinations are accounted for using the acquisition method. 

-     Acquisition cost corresponds to the fair value of assets obtained, equity instruments issued, where applicable, and liabilities incurred or assumed.

The costs related to the acquisition are recorded as expenses.

-     Assets acquired and liabilities transferred are recognised at their acquisition date fair value.

Where applicable, the non-controlling interest in the acquired entity is measured either at fair value or at the share of the fair value of assets and liabilities of the subsidiary acquired. This option is available at each business combination and cannot be changed subsequently.

In the case of a step acquisition, the share of the interest held prior to the acquisition date is measured at its fair value. The related profit or loss is recorded in income.

If a business combination takes place under favourable conditions, the purchaser records the corresponding profit under income as at the acquisition date.

A business combination involving a number of entities under common control is a grouping in which all of the entities or operations that are grouped are ultimately controlled by the same party, both before and after the combination, and where this control is not temporary.

In the absence of specific provisions in the accounting standards, the Group applies the book value method to all transactions involving the entities under common control.

8- Goodwill

Goodwill arising from a business combination is valued as the excess of the consideration transferred over the net balance, as at the acquisition date, of identifiable assets acquired and liabilities assumed, measured at fair value.

The initial valuation of the business combination can be adjusted against goodwill if there is new information on circumstances existing at the acquisition date. The adjustment period in respect of the initial valuation is limited to 12 months from the acquisition date.

Subsequent changes in the percentage of the equity interest that do not impact the control of the acquired company are considered transactions between shareholders. The difference between the purchase (or disposal) value and the book value of the share acquired (or sold) is recognised under equity.

Goodwill is initially valued at cost and recorded as an asset in accordance with the principles set out in section 7 above. It is thereafter valued at cost, less accumulated impairment.

For the purposes of impairment testing, goodwill is allocated to the cash generating units (CGU) represented by the Group’s five departments: Paper; Office and filing articles; School stationery, fine arts and crafts; Diaries and calendars; Digital photography. They are comprised of subsidiaries or groups of subsidiaries with synergies and no independent cash flows.

These CGUs are largely independent of the consolidated Group and are smaller than the operating segments defined by IFRS 8 Operating segments.

Impairment tests are carried out on all cash generating units to which goodwill is allocated; these tests are performed annually, and at each account statement date if there is an indication of impairment.

The recoverable value of the CGUs is the higher of the market value and the value in use resulting from a discounted cash flow (DCF) analysis carried out as follows in accordance with IAS 36:

Ÿ  Discount rate equal to the expected market return for an equivalent investment, regardless of the financing sources. This discount rate is a post-tax rate applied to post-tax cash flows. Its use leads to the determination of recoverable values identical to those obtained by using a pre-tax rate applied to pre-tax cash flows.

Ÿ  3-year business plans approved by management.

Ÿ  Extrapolation of cash flow from operations beyond three years based on a growth rate specific to the industry.

If the recoverable value of the cash generating unit is less than that unit’s book value, the loss in value is first allocated to reducing the book value of any goodwill allocated to that cash generating unit, and then to other assets of the unit, pro rata to the book value of each asset in the unit.

Impairment of goodwill recorded in the income statement is not reversed in a subsequent period.

9- Property, plant and equipment

Group land and buildings are intended for use in the production or supply of goods and services, or for administrative purposes.

The Group does not hold any material real estate that should be classified as an investment. The industrial facilities and other equipment are operating assets for the production or supply of goods and services.

All Group property, plant and equipment is recorded at historical purchase cost, less accumulated depreciation and impairment.

Property, plant and equipment under construction comprises assets intended for use in production and is recorded at cost, less any impairment identified.

When items of property, plant and equipment have different useful lives, they are recorded as separate assets. All ongoing service and maintenance costs are recorded as expenses at the time they are incurred.

Depreciation is recognised as expenses using the straight line method, without any residual value. The depreciation is calculated based on the estimated useful life of each component of fixed assets on the following bases and by year:

-               Land    not depreciated

-               Buildings         25 to 40 years

-               Fixtures and furnishings            10 to 20 years - Plant and equipment     10 to 20 years

-               Other office supplies and computer hardware     3 to 10 years

The useful life of the main assets is reviewed when the accounts are closed. Any change in the useful life is recorded on a prospective basis as a change in an accounting estimate.

10- Leases and right-of-use assets

Recognition of operating leases

All operating leases are recognised pursuant to a single model that records a leasing liability corresponding to the sum of the discounted future lease payments and a right-of-use asset amortised over the residual term of the lease.

Lease types

The leases are mainly real estate leases, with the remainder primarily corresponding to vehicles and handling equipment.

For the specific case of commercial leases, the term used for these leases is the generally enforceable period.

Interest rate

As it is not possible to determine the interest rates implicit in the leases, the Group uses its incremental borrowing rate to measure the lease liability.

It is established by reference to the interest rates of loans, whether taken out or not, that have similar maturities and payment profiles. In particular, the interest rate is established based on 7-10 year maturities applicable to real estate leases, which account for the majority of right-of-use assets.

11- Intangible assets

Research and development costs

Research costs are recorded as expenses in the year in which they are incurred.

Development expenses are recorded as a non-current asset if the costs can be reliably measured and if the Group can demonstrate the technical and commercial feasibility of the product or procedure, the existence of probable future economic benefits and its intention, as well as the availability of sufficient resources, to complete the development of and use or sell the asset.

When the requirements for recording development expenses in assets are not met, they are recognised as expenses for the year in which they are incurred.

Trademarks

Trademarks are recorded as intangible assets at fair value as at the purchase date. In the absence of a foreseeable limit on their capacity to generate net cash flows, the useful life of the trademarks used by the Group is considered to be indefinite.

They are not amortised but undergo an impairment test once a year and at each balance sheet date if there is an indication of any loss in value. The recoverable value is determined based on expected discounted cash flows.

Expenses for internally generated trademarks are expensed as incurred.

Other intangible assets

Other intangible assets purchased by the Group are recorded at cost less amortisation and accumulated impairment.

Amortisation is recognised as an expense under the straight line method over the estimated useful life, on the following bases and by year:

-       Patents, licences and software                      3 to 8 years

-       Other intangible assets                    5 to 10 years

12-    Impairment of property, plant and equipment and intangible assets (excluding goodwill and trademarks)

At the end of each period, the Group reviews the book values of property, plant and equipment and intangible assets in order to determine whether there is any indication that an asset has suffered impairment. If it has, the recoverable value of the asset is estimated in order to determine the potential impairment.

The recoverable value of an asset is the higher of the fair value less costs to sell and the value in use. The value in use is estimated using the discounted future cash flows method. If the recoverable value is estimated to be less than the book value, impairment is recognised immediately in expenses in the income statement.

Impairment recorded for an asset during a prior period may be reversed if there has been a change in the estimates used to determine the recoverable value. However, any book values that have been increased following a reversal of impairment may not exceed the book value that would have been determined after depreciation or amortisation, if no impairment had been recorded. Impairment reversals are recorded in the income statement.

13-    Financial assets

Unconsolidated equity interests are classified as assets available for sale and are measured at fair value; changes in fair value are recorded under shareholders’ equity.

If the fair value cannot be reliably estimated, equity interests continue to be measured at purchase cost. In the event of a write-down, the loss in value is recorded in the income statement.

Intercompany receivables and other non-current financial assets are measured initially at fair value and subsequently at amortised cost.

14-    Trade and other receivables

Trade and other receivables are measured initially at fair value and subsequently at amortised cost. Any losses in value are recorded in the income statement when the recoverable value is less than the book value.

Impairment is established based on the credit losses expected over their useful life.

No one client individually accounts for more than 10% of the Group’s consolidated revenue.

15-    Inventories

Inventories are valued at their purchase or production cost or, if lower, at their net realisable value. The net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale.

The cost of inventories includes direct raw materials costs, direct labour costs and directly attributable general expenses incurred to put the inventories in place in their existing condition. In general, the cost is calculated using the weighted average cost method.

Greenhouse gas emission rights

Three of the Group’s paper mill subsidiaries are subject to the European regulation on greenhouse gas emissions. An allowance is a unit of account that represents the emission of one tonne of carbon dioxide.

The fourth phase of the EU Emissions Trading Scheme (EU ETS) covers the 2021-2030 period.  The recognition methods applied by the Group are those derived from ANC Regulation 2012-03. Pursuant to the regulation, the Group applies the “production” model, in which the holding of allowances is linked to a production process that generates greenhouse gas emissions. The allowances are used in order to comply with the requirement to surrender them to the State.

The main features of the model applied by the Group are as follows:

Ÿ   The allowances are recorded under inventories.

-     Allowances allocated by the State are recorded at zero value. They are treated purely in terms of volume.

-     Purchased allowances are recorded at purchase cost.

Ÿ   Balance sheet valuation

-     An impairment charge is recorded when the present value of inventories is lower than the book value.

-     No specific valuation is carried out in the case of allocated allowances, as they are recorded at zero value.

Ÿ   Inventory withdrawal

-     The allowances are withdrawn from inventories on an ongoing basis in line with actual CO2 emissions. Allocated allowances have no impact on the financial statements.

-     Any gains or losses arising from the sale of emission allowances are recorded under operating income.

Ÿ   Requirements related to greenhouse gas emissions

-     The basic requirement to surrender the CO2 emission allowances in accordance with emissions produced remains unchanged from the previous allocation periods.

-     At the end of each reporting period, if the Group lacks a sufficient number of allowances [allocated + purchased] to meet its obligation to surrender allowances to the State, a liability representing the value of missing allowances to be purchased is recorded. 

16-    Cash and cash equivalents

Cash and cash equivalents include cash on hand, bank balances and short-term investments in money market instruments.

These investments are immediately convertible into a known amount of cash or, depending on their nature, within a maximum period of 32 days with a negligible risk of a change in value.

Financial assets held for trading (marketable securities) are assets valued at fair value through profit or loss.

Bank overdrafts repayable on demand and current borrowings, which are an integral part of the Group’s cash management, are included in cash and cash equivalents for the purposes of the cash flow statement.

17-    Derivative financial instruments

The Group no longer holds any derivative financial instruments for the purpose of limiting its exposure to interest rate risks. 

The Group does not apply hedge accounting (cash flow and fair value hedges). The corresponding derivative financial instruments are included in financial assets and liabilities measured at fair value through profit or loss. The profit or loss resulting from subsequent measurements of the fair value is recorded immediately in income. 

18-    Loans

All interest-bearing loans are measured initially at fair value and subsequently at amortised cost.

Transaction costs are included in the initial measurement of financial instruments that are not measured at fair value through profit or loss. The transaction costs are the marginal costs directly attributable to the purchase or issuance of a financial instrument and do not include internal administration costs.

All loan expenses are recorded as expenses for the period in which they are incurred.

Put options granted to third-party minority shareholders of controlled subsidiaries constitute a financial liability. The liability is measured on the basis of the contracts and may be remeasured based on the results achieved by the entity. The Group records these put options as financial liabilities at the present value of the exercise price of these options after deduction of the related minority interests with an offsetting entry to shareholders’ equity, Group share. Subsequent changes in the liability are treated in the same manner.

19-    Employee benefits

Defined contribution plans

Payments to a defined contribution plan are recorded as expenses at the time they are incurred.

Post-employment benefits

The Group’s net liability for defined benefit plans is estimated separately for each scheme by estimating the amount of the future benefits acquired by personnel in exchange for services rendered during the present and prior periods.

This amount is discounted to determine its present value and is reduced by the fair value of the plan assets. The discount rate is determined by referring to a market rate on the closing date based on the obligations of leading companies. The calculations are performed using the projected unit credit method.

Actuarial gains and losses are recorded under items of other comprehensive income and are not reclassified to profit or loss.

20- Provisions

A provision is recorded in the balance sheet when the Group has a current legal or constructive obligation resulting from a prior event and it is probable that an outflow of resources representing economic benefits will be necessary to satisfy the obligation. 

A restructuring provision is recorded when a transaction is approved by the Group and has been the subject of a notification.

The amount recorded in provisions is the best estimate of the expense that will be required to satisfy the obligation. The amount is discounted when the impact is material.

21- Income and expenses

Revenue from contracts with customers

Sales of products and services are measured at the fair value of the consideration received or receivable, net of trade discounts and sales taxes.

Sales of goods are recorded in the income statement at the time of delivery of the goods and transfer of ownership to the buyer, who takes on their risks and benefits.

Income obtained from the provision of services is recorded in the income statement based on the percentage of completion of the service at the balance sheet date and is valued based on the work performed. The contracts entered into by the Group do not provide for variable considerations or payment terms over 1 year.

Public subsidies

The public subsidies that offset some expenses incurred by the Group are, with some exceptions, recorded as income in the income statement, for the period in which the expenses are incurred. The exceptions relate to public schemes targeted for the compensation of identified expenses, such as furlough schemes.

The subsidies that cover all or part of the costs of an asset are deducted from this asset to determine its cost price.

The subsidy is recorded as income over the useful life of the asset and can be amortised through a decrease in the depreciation expense. 

Operating income

Operating income and expenses are classified by accounting type and not based on whether they are current or non-current. 

Net financial items

Net financial items include interest payable on loans and cash liabilities, interest receivable on investments, foreign exchange gains and losses, and gains and losses on financial instruments that are recorded in the income statement.

22- Income tax

Income taxes include current tax expense or income and deferred tax expense or income. The tax is recorded in income unless it is related to items posted directly to shareholders’ equity, in which case it is recorded in shareholders’ equity.

The Cotisation sur la Valeur Ajoutée des Entreprises (CVAE – French business value added tax) is not classified as an income tax. The contributions are recorded under operating expenses.

Current tax is the estimated tax due on taxable income for a period and any adjustment of the amount of current tax for prior periods.

Deferred tax is determined using the balance sheet liability method for all temporary differences between the book value of the assets and liabilities and their tax bases, based on tax rates that were adopted or substantially adopted at the balance sheet date.

No deferred tax is posted in respect of the following items:

-        Goodwill not deductible for tax purposes;

-        Initial recording of an asset or liability that affects neither accounting income nor taxable income (except in the case of a business combination).

A deferred tax asset is not recorded unless it is probable that the Group will have future taxable income against which this asset can be charged. Deferred tax assets are reduced or not recorded when there is uncertainty as to whether sufficient taxable income will be available to recover them.

There are no tax losses that can be recognised as assets at the level of the Exacompta Clairefontaine tax group.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities due, when they involve taxes on income withheld by the same tax authority and the Group intends to pay them based on their net amount.

23- Management of financial risk

Generally, the Exacompta Clairefontaine Group does not engage in any complex financial transactions. However, it is exposed to certain risks related to the use of financial instruments in the context of its activities.

Risk management is performed by the operating units, in accordance with the policy established by senior management.

Market risks

Exposure to market risks involves mainly exchange rate and interest rate risks.

q  Foreign exchange risk

The Group operates internationally. Risks related to commercial transactions denominated in a currency other than the respective functional currencies of Group entities are related mainly to purchases of raw materials denominated in US dollars. In order to manage this foreign exchange risk, the Group may use options contracts to hedge forecast transactions in this currency.

q  Interest rate risk

The Group previously contracted a number of interest rate swaps in respect of loans initially issued at floating rates, which exposed the Group to cash flow fluctuation risk.

Due to the current low fixed rates, it was not considered appropriate to use new derivative financial instruments.

Liquidity risk

The Group’s approach to managing this risk is to ensure that it always has sufficient liquid assets to meet its liabilities as they fall due without incurring unacceptable losses or damaging its reputation.

To this effect, short-term financing (maturities of less than one year) is provided by commercial paper on which a fixed rate is paid.

The Group also has lines of credit to cover medium-term maturities.

The Group has conducted a specific review of its liquidity risk and deems that it will be able to meet future maturities.

Credit risk

Credit risk represents the risk of financial loss for the Group if a client or counterparty to a financial instrument fails to perform its contractual obligations.

q      Trade and other receivables

The credit risk remains spread over a large number of clients even though there is a concentration of distributors of our products. The risk of default by business sector and by country in which the clients engage in their activities does not have a significant influence on credit risk.

The Group has implemented tools to monitor outstandings that enable it to ensure that its clients have an appropriate credit history. Clients that do not satisfy solvency requirements cannot carry out transactions with the Group without making advance payments. 

Credit risk is also limited by taking out credit insurance policies.

The Group determines a level of write-downs that represents its estimate of losses that will be incurred in respect of trade and other receivables.

Impairment charges correspond to specific losses related to individual risks. The amounts presented in the balance sheet are net of impairment recorded.

q      Investments

The Group limits its exposure to credit risk from investments, short-term deposits and other cash instruments by investing only in liquid securities.

As the counterparties are leading banks, the Group does not expect that any of them will default.

24- Segment information

The operating segments are based on the Group’s internal organisation and are defined by area of activity.

The Group’s operating segments corresponding to its main areas of activity are as follows:

-     Paper: production, finishing and formatting of paper

-     Processing: manufacture of stationery, office and filing items and digital photos.

Transactions between the different operating segments are carried out on arm’s length terms.

Segment information by geographic area is also presented and is divided by sales-to-customer area in respect of revenues and by the area in which the consolidated companies are located in respect of other information. 

2.     Notes to the consolidated financial statements
2.1 Non-current assets
2.1.1 Intangible assets and goodwill

Trademarks

“Concessions, licences, trademarks and similar rights” includes trademarks totalling a net amount of €5,367,000.

Goodwill

Goodwill mainly pertains to the businesses of the digital department (€13.2 million) and the manufactured papers department (€19.6 million). 

The annual impairment test of CGUs was performed in 2024 based on the cash flow value-in-use method, by discounting the future cash flows generated by the continuous use of each CGU.

The methods used for determining the value in use in 2024 are similar to those used in 2023. 

The key assumptions used for determining the recoverable amounts are the discount rate and the growth rate used to determine the terminal value.

Ÿ  The cash flow discount rates used for CGUs were estimated based on the weighted average cost of capital, giving a pre-tax rate of between 10.17% and 12.12% for the four departments of the processing division and 14.48% for the paper department. They include a medium-term inflation rate of 2% in respect of a specific premium.

Ÿ  The long term perpetual growth rates of the CGUs range from 0% to 1.5%. 

The assessment of the risk of impairment losses led to the recognition of a €2 million goodwill impairment charge for the Diaries & Calendars CGU.

The CGU has lost value due to a deterioration in expected cash flows resulting from the shrinking of its markets. It is also strongly influenced by seasonal factors, as most of its sales are made towards the end of the year, which explains the lack of indication of impairment at 30 June 2024.

In light of the impairment charge for part of this CGU’s goodwill, any changes in criteria, whether negative (e.g. performance and perpetual growth rate) or positive (discount rate) would lead to further impairment.

With regards to sensitivity to changes in key assumptions under the other tests, there is no reasonably likely change that could lead to significant impairment of other CGUs, given their margins and the tests conducted.

2.1.2 Property, plant and equipment

The useful life of the principal assets has been reviewed by the Group. No changes in useful life leading to a material change in the accounting estimates were identified during the period.

IFRS 16 – Leases

As it is not possible to determine the interest rates implicit in the leases, the Group uses its incremental borrowing rate to measure the lease liability. Real estate leases account for nearly 90% of leases in terms of right-of-use asset value.

Lease categories at 31/12/2024

€000

Real estate

Industrial equipment

Other

Total

Right-of-use assets

88,600

4,694

4,836

98,130

Depreciation

51,727

2,426

2,708

56,861

Net amount

36,873

2,268

2,128

41,269

The income statement shows a right-of-use asset depreciation expense of €15,007,000 and lease interest payments totalling €363,000.

Leases are aggregated in the tables of changes in property, plant and equipment.

2.1.3 Financial assets

Unconsolidated equity interests and other long-term investments are stated at cost if there is no reliable fair value.

Intercompany receivables, loans and other financial assets are valued at amortised cost. The book value is equal to the fair value.

Other receivables mainly comprise deposits and guarantees totalling €3,817,000.

2.1.4 Intangible assets and goodwill

At 31 December 2024 (€000)

Goodwill

Concessions, licences,

trademarks and similar rights

Other

Total intangible assets

Gross value b/fwd

53,219

66,781

9,208

75,989

Purchases

2,480

5,546

39

5,585

Sales

(11,397)

(73)

(11,470)

Changes in consolidation scope

61

61

Currency translation adjustments

(372)

29

(343)

Transfers and other changes

280

(3,227)

(2,947)

Gross value c/fwd

55,699

60,899

5,976

66,875

Amortisation and write-downs b/fwd

18,996

47,574

7,301

54,875

Sales

(11,388)

(73)

(11,461)

Changes in consolidation scope

54

54

Amortisation

5,399

462

5,861

Write-downs

2,000

Reversals

Currency translation adjustments

(353)

17

(336)

Transfers and other changes

(3,000)

(3,000)

Amortisation and write-downs c/fwd

20,996

41,286

4,707

45,993

Net book value b/fwd

34,223

19,207

1,907

21,114

Net book value c/fwd

34,703

19,613

1,269

20,882

At 31 December 2023 (€000)

Goodwill

Concessions, licences,

trademarks and similar rights

Other

Total intangible assets

Gross value b/fwd

51,266

60,995

11,249

72,244

Purchases

1,953

1,530

5,187

6,717

Sales

(3,772)

(323)

(4,095)

Changes in consolidation scope

144

144

Currency translation adjustments

888

35

923

Transfers and other changes

6,996

(6,940)

56

Gross value c/fwd

53,219

66,781

9,208

75,989

Amortisation and write-downs b/fwd

7,000

45,648

7,147

52,795

Sales

(3,770)

(307)

(4,077)

Changes in consolidation scope

72

72

Amortisation

4,818

422

5,240

Write-downs

11,996

Reversals

(2)

(2)

Currency translation adjustments

808

39

847

Transfers and other changes

Amortisation and write-downs c/fwd

18,996

47,574

7,301

54,875

Net book value b/fwd

44,266

15,347

4,102

19,449

Net book value c/fwd

34,223

19,207

1,907

21,114

2.1.5 Property, plant and equipment

At 31 December 2024 (€000) Incl. IFRS 16 right-of-use assets

Land and buildings

Plant and equipment

Other PP&E

Advances and PP&E in progress

Total

Gross value b/fwd

290,690

588,649

65,862

24,270

969,471

Purchases

6,183

17,518

3,615

17,159

44,475

Sales

(1,884)

(32,040)

(6,248)

(40,172)

Changes in consolidation scope

145

205

66

416

Currency translation adjustments

726

237

(5)

958

Transfers and other changes

2,320

10,999

(284)

(13,088)

(53)

Gross value c/fwd

298,180

585,568

63,006

28,341

975,095

Depreciation and write-downs b/fwd

163,959

453,692

51,632

0

669,283

Sales

(1,241)

(30,550)

(6,071)

(37,862)

Changes in consolidation scope

35

156

38

229

Depreciation

18,510

23,743

4,524

46,777

Write-downs

Reversals

(118)

(2)

(120)

Currency translation adjustments

421

87

(11)

497

Transfers and other changes

91

347

(439)

(1)

Depreciation and write-downs c/fwd

181,775

447,357

49,671

0

678,803

Net book value b/fwd

126,731

134,957

14,230

24,270

300,188

Net book value c/fwd

116,405

138,211

13,335

28,341

296,292

At 31 December 2023 (€000) Incl. IFRS 16 right-of-use assets

Land and buildings

Plant and equipment

Other PP&E

Advances and PP&E in progress

Total

Gross value b/fwd

330,450

577,941

65,817

12,736

986,944

Purchases

29,511

14,880

3,750

23,599

71,740

Sales

(78,194)

(12,162)

(5,463)

(95,819)

Changes in consolidation scope

2,968

18

294

44

3,324

Currency translation adjustments

1,473

1,457

371

24

3,325

Transfers and other changes

4,482

6,515

1,093

(12,133)

(43)

Gross value c/fwd

290,690

588,649

65,862

24,270

969,471

Depreciation and write-downs b/fwd

210,909

439,800

50,805

0

701,514

Sales

(66,101)

(9,814)

(4,654)

(80,569)

Changes in consolidation scope

505

17

167

689

Depreciation

17,633

22,674

4,598

44,905

Write-downs

28

28

Reversals

(13)

(13)

Currency translation adjustments

1,013

1,393

322

2,728

Transfers and other changes

(406)

407

1

Depreciation and write-downs c/fwd

163,959

453,692

51,632

0

669,283

Net book value b/fwd

119,541

138,141

15,012

12,736

285,430

Net book value c/fwd

126,731

134,957

14,230

24,270

300,188

2.1.6 Financial assets

At 31 December 2024 (€000)

Unconsolidated equity interests

Loans

Other receivables

Total

Gross value b/fwd

1,348

1,075

4,004

6,427

Purchases

34

166

200

Sales

(11)

(128

(61)

(200)

Changes in consolidation scope

1

1

Currency translation adjustments

1

(10)

(9)

Transfers and other changes

Gross value c/fwd

1,337

982

4,100

6,419

Write-downs b/fwd

1,210

0

0

1,210

Purchases/sales

Changes in consolidation scope

Write-downs

42

42

Reversals

Currency translation adjustments

Transfers and other changes

Write-downs c/fwd

1,252

0

0

1,252

Net book value b/fwd

138

1,075

4,004

5,217

Net book value c/fwd

85

982

4,100

5,167

At 31 December 2023 (€000)

Unconsolidated equity interests

Loans

Other receivables

Total

Gross value b/fwd

1,337

908

1,824

4,069

Purchases

122

2,163

2,285

Sales

(35)

(118)

(153)

Changes in consolidation scope

11

80

33

124

Currency translation adjustments

102

102

Transfers and other changes

Gross value c/fwd

1,348

1,075

4,004

6,427

Write-downs b/fwd

1,168

0

0

1,168

Purchases/sales

Changes in consolidation scope

Write-downs

42

42

Reversals

Currency translation adjustments

Transfers and other changes

Write-downs c/fwd

1,210

0

0

1,210

Net book value b/fwd

169

908

1,824

2,901

Net book value c/fwd

138

1,075

4,004

5,217

2.1.7 Table of maturities of other financial assets

At 31 December 2024 (€000)

< 1 year

1-5 years

> 5 years

Total

  Loans

119

224

639

982

  Other financial assets 

763

2,140

1,197

4,100

Financial assets and receivables

882

2,364

1,836

5,082

At 31 December 2023 (€000)

< 1 year

1-5 years

> 5 years

Total

  Loans

184

234

657

1,075

  Other financial assets 

637

2,176

1,191

4,004

Financial assets and receivables

821

2,410

1,848

5,079

2.2 Current assets
2.2.1 Inventories by type

At 31 December 2024 (€000)

Raw materials

Work-in-progress

Semi-finished and finished goods

Total

Gross value b/fwd

112,984

30,356

149,110

292,450

Change

7,562

(780)

(9,599)

(2,817)

Changes in consolidation scope

720

149

869

Gross value c/fwd

121,266

29,576

139,660

290,502

Write-downs b/fwd

11,428

1,646

6,805

19,879

Additions

10,981

1,461

7,209

19,651

Reversals

(10,423)

(1,572)

(6,321)

(18,316)

Currency translation adjustments and other changes

41

(3)

60

98

Write-downs c/fwd

12,027

1,532

7,753

21,312

Net book value b/fwd

101,556

28,710

142,305

272,571

Net book value c/fwd

109,239

28,044

131,907

269,190

At 31 December 2023 (€000)

Raw materials

Work-in-progress

Semi-finished and finished goods

Total

Gross value b/fwd

124,870

29,052

156,241

310,163

Change

(11,920)

1,304

(7,263)

(17,879)

Changes in consolidation scope

34

132

166

Gross value c/fwd

112,984

30,356

149,110

292,450

Write-downs b/fwd

9,631

1,221

6,345

17,197

Additions

10,750

1,544

6,326

18,620

Reversals

(8,968)

(1,126)

(5,884)

(15,978)

Currency translation adjustments and other changes

15

7

18

40

Write-downs c/fwd

11,428

1,646

6,805

19,879

Net book value b/fwd

115,239

27,831

149,896

292,966

Net book value c/fwd

101,556

28,710

142,305

272,571

2.2.2 Write-down of other current assets

€000

Write-downs b/fwd

Additions

Reversals

Changes in consolidation

scope and other differences

Write-downs c/fwd

Trade receivables

2,250

579

(577)

28

2,280

Other receivables

241

241

  Total

2,491

579

(577)

28

2,521

Statement of maturities of trade and other receivables

€000

< 1 year

1-5 years

> 5 years

Total 

  Trade and similar receivables

111,007

111,007

  Taxes and social security contributions receivable

14,975

14,975

  Other receivables

2,889

2,889

 

128,871

 

 

128,871

  Impairment

(2,521)

Financial assets

 

 

 

126,350

  Prepaid expenses                                                                                                                                               

3,351

Reported trade and other receivables                                                                                                         

129,701

2.2.3 Cash and cash equivalents

€000

31/12/2024

31/12/2023

Change

Cash at bank

62,608

64,654

(2,046)

Cash equivalents

126,888

102,444

24,444

Total

189,496

167,098

22,398

Financial assets held for trading (marketable securities) are assets valued at fair value through profit or loss. The book value of €126,888,000 equals the market value at 31 December 2024. The book value is equal to the fair value.

2.3 Shareholders’ equity

The parent company’s share capital consists of 1,131,480 shares with a par value of 4 euros each, totalling €4,525,920, and did not change during the period. A double voting right is granted to each fully paid-up share which has been registered for at least two years in the name of the same shareholder. The Group has not implemented any specific capital management policy. 

image

ETABLISSEMENTS CHARLES NUSSE holds 80.46% of the share capital.
2.4 Deferred taxes

The principal sources of deferred taxes are trademarks, regulated provisions, public subsidies, internal profits on inventories and provisions.

Change in deferred taxes

€000

31/12/2024

31/12/2023

Change

Deferred tax assets

963

760

203

Deferred tax liabilities

24,279

24,174

105

Net deferred tax

23,316

23,414

(98)

Breakdown of tax charge

€000

2024

2023

Current tax

(11,881)

(17,695)

Deferred taxes

81

3,959

Tax income/(charge)

(11,800)

(13,736)

Tax proof

€000

2024

2023

Consolidated net income after tax

31,456

43,116

Goodwill impairment, net of badwill gain

2,000

11,996

Income taxes

11,881

17,695

Deferred taxes

(81)

(3,959)

Consolidated tax base

45,256

68,848

Statutory tax rate applicable to parent company

25%

25%

Theoretical tax charge

11,314

17,212

Tax base differences at subsidiaries’ effective rate

237

(7,049)

Tax base differences at subsidiaries’ deferred tax rate

(347)

292

Unrecognised tax assets on foreign companies

573

399

Tax rate differences

243

319

Impact of special tax provisions 

(80)

2,714

Other effects

(140)

(151)

Actual tax charge

11,800

13,736

Income taxes

11,881

17,695

Deferred taxes

(81)

(3,959)

Reported tax charge

11,800

13,736

2.5 Provisions

€000

Provisions b/fwd

Additions

Reversals

Other changes

Provisions c/fwd

Post-employment benefits

19,419

1,709

(1,569)

(242)

19,317

Non-current provisions

19,419

1,709

(1,569)

(242)

19,317

Provisions for contingent liabilities

4,098

1,502

(2,655)

22

2,967

Other provisions for charges

2,128

2,274

(2,050)

26

2,378

Current provisions

6,226

3,776

(4,705)

48

5,345

Provisions for post-employment benefits are provisions for pensions and similar obligations. The other changes correspond to actuarial adjustments recorded under comprehensive income.

Post-employment benefits mainly consist of retirement indemnities. 

They are calculated at each closing date according to the following main parameters:

Ÿ  probability of retirement, staff turnover and mortality;

Ÿ  projected salary increases;

Ÿ  discounting the resulting liability at 3.15%.

The amounts paid to insurance organisations are deducted from provisions.

Change in the provision for post-employment benefits

€000

2024

2023

Liability b/fwd

19,419

20,269

Cost of services rendered

1,964

1,281

Financial expense

1,150

622

Changes for the period

(2,892)

(2,119)

                      ž   o/w new recruits

38

44

                      ž   o/w departures during the period

(2,930)

(2,163)

Liability excluding actuarial gains and losses

19,641

20,053

Actuarial gains and losses under comprehensive income

(324)

(634)

Liability c/fwd

19,317

19,419

The recorded liability includes €15,631,000 of obligations under the plan applicable to French companies and €3,686,000 under plans applicable to foreign companies.

2.6 Loans, borrowings and lease liabilities
Statement of liquidity risk

€000

< 1 year

1-5 years

> 5 years

Total

Loans from financial institutions

27,641

60,657

15,146

103,444

Lease liabilities

13,215

24,251

4,141

41,607

Other borrowings

4

4

Bank loans and overdrafts

11,097

11,097

Subtotal

51,957

84,908

19,287

156,152

Shareholder loan accounts (credit balance)

2,021

51,000

53,021

Accrued interest

174

174

Total

54,152

84,908

70,287

209,347

Estimated interest to maturity

 

 

 

5,989

Medium and long-term financing excluding IFRS 16 lease liabilities consists of loans negotiated at fixed rates.

The fair value of borrowings is equal to the book value.

Change in borrowings

€000

31/12/2023

Cash flows

Non-cash items

31/12/2024

Changes in consolidation scope

New leases 

Foreign exchange losses

Bank loans and overdrafts

11,933

(836)

-

-

-

11,097

Loans from financial institutions

104,803

(1,473)

131

-

(17)

103,444

Lease liabilities

52,690

(15,751)

-

4,764

(96)

41,607

Total bank borrowings

169,426

(18,060)

131

4,764

(113)

156,148

Shareholder loans

39,021

14,000

-

-

-

53,021

Other payables 

69

(65)

-

-

-

4

Total other borrowings

39,090

13,935

-

-

-

53,025

Accrued interest

183

(9)

-

-

-

174

Total borrowings

208,699

(4,134)

131

4,764

(113)

209,347

2.7 Issuance & financial instruments programmes

Commercial paper

Short-term needs are financed by commercial paper issued by Exacompta Clairefontaine. A fixed rate determined at the moment of issue is paid on the commercial paper, which has a maximum term of 365 days.

At the balance sheet date, the amount issued by the Group was €10 million out of an authorised limit of €125 million.

Lines of credit

Lines of credit are in place with several banks for a total amount of €145 million, with maturities not exceeding five years. Lines of credit are indexed to Euribor and the average commitment fee charged is 0.23%. Drawdowns are charged on the basis of the amount and the maturity date of each line of credit. The term of drawdowns ranges from 10 days to twelve months. As at 31 December 2024, none of these lines of credit had been used. The related covenants are respected.

Financial instruments 

The Group may use options contracts to hedge forecast transactions, in particular for purchases of raw materials in US dollars which constitute its main exposure to currency risk. The Group implemented no currency hedging arrangements during the year ended. Other transactions performed to hedge exchange rate risks are non-material.

2.8 Financial income and expenses

€000

2024

2023

  Income from other receivables and marketable securities

3,249

1,866

  Other financial income

686

389

  Reversal of provisions and write-downs

-

-

  Foreign exchange losses

3,151

2,517

 Total financial income 

7,086

4,772

  Increase in provisions and write-downs

342

42

  Interest and financial expenses

4,362

3,619

  Foreign exchange losses

2,372

4,295

  Other financial expenses

15

31

 Total financial expenses 

7,091

7,987

2.9 Other current liabilities

€000

31/12/2024

31/12/2023

Advances and down payments received

641

444

Taxes and social security contributions payable

45,196

47,963

Fixed asset payables

4,918

8,520

Other liabilities

20,261

20,387

Deferred income

2,389

2,323

Total

73,405

79,637

2.10 Group headcount

Average headcount

2024

2023

Management

539

538

Employees

1,132

1,142

Labourers and other salaried workers

1,691

1,795

Total

3,362

3,475

Expenses recorded for defined contribution schemes (€000)

49,034

47,605

2.11 Off-balance sheet commitments

Greenhouse gas emission allowances

The principles applied by the Group are set forth in Note 15 of the presentation of the consolidated financial statements. The allowances allocated for 2024 amounted to 57,767 tonnes, while CO2 emissions totalled 74,230 tonnes. 

The number of allowances due for phase 4 of the EU Emissions Trading Scheme for the 2021-2025 period is 57,767 tonnes.

Sureties and guarantees

Exacompta Clairefontaine jointly and severally guarantees payment to Exeltium of all liabilities in respect of purchases of blocks of electricity contracted by Papeteries de Clairefontaine.

Financial guarantees given amounted to €38,803,000, while guarantees received totalled €1,729,000.

2.12 Related parties

Transactions carried out by the Group with Etablissements Charles Nusse.

€000

31/12/2024

(12 months)

31/12/2023

(12 months)

  Balance sheet

Current account balances:

     Financial liabilities

     Financial liabilities (short-term)

51,000

2,000

37,000

2,000

  Income statement

  Financial expenses

1,619

1,204

  Fees

1,836

1,735

  Leases excluding expenses

9,045

8,508

Group companies benefit from the leadership provided by Ets Charles Nusse and pay a fee equal to 0.6% of the added value for the previous year.

Manufacturing, logistics and office facilities are leased to certain Group companies on arm’s length terms. These leases have been adjusted following the application of IFRS 16.

Remuneration of the corporate officers

Total remuneration received by corporate officers in 2024 amounted to €1,828,000 compared to €1,797,000 in 2023. The directors of Exacompta Clairefontaine received directors’ fees totalling €100,000.

2.13 Statutory auditors’ fees

ANC Regulation 2016-09 of 2 December 2016 on disclosures in the notes to consolidated financial statements prepared in accordance with international standards.

€000

2024

2023

BATT AUDIT

306

296

ADVOLIS

232

169

SEREC AUDIT

81

139

PWC

70

68

KBHT

70

44

LUFIDA

39

41

RCGT

-

61

Other auditors

137

170

Total - certification of financial statements

935

988

PWC

21

23

Total - other services

21

23

Other auditors mainly include statutory auditors of foreign subsidiaries, comprising 9 firms for 10 subsidiaries in 2024.

The other services are delivered to the foreign subsidiaries of the Eurowrap group.

3.     Segment information

As in the financial statements, segment information is presented for the prevailing consolidation scope at each balance sheet date. 

Correspondence with the consolidated financial position:

-       “Other assets allocated” includes inventories and advances;

-       “Unallocated assets” consists of tax receivable and deferred tax assets.

Ø Segment information by business – 31/12/2024 (12 months)

€000

Paper

Processing

Inter-segment transactions

Total

   Segment income statement                                                                                                                                  

  Revenue

357,118

601,223

(127,067)

831,274

  Depreciation/amortisation (net of reversals)

15,191

37,327

52,518

  Write-downs and provisions

484

(235)

249

  Operating income/(loss) (excl. goodwill impairment)

29,885

11,352

4,024

45,261

  Impairment of goodwill and badwill

(2,000)

(2,000)

   Segment assets                                                                                                                                                    

  Net PP&E and intangible assets

129,586

187,588

317,174

     o/w capex

21,930

23,366

 

45,296

  Goodwill

34,703

34,703

  Trade receivables

45,593

88,146

(23,012)

108,727

  Other receivables

6,737

14,989

(752)

20,974

Balance sheet total

50,330

103,135

(23,764)

129,701

  Other assets allocated

102,626

171,224

(2,190)

271,660

  Unallocated assets

 

 

 

3,615

 Total assets

282,542

496,650

(25,954)

756,853

   Segment liabilities                                                                                                                                               

  Current provisions

1,419

3,926

5,345

  Trade payables

36,634

68,146

(23,015)

81,765

  Other payables

30,317

43,836

(748)

73,405

  Unallocated liabilities

 

 

 

1,950

  Total liabilities

68,370

115,908

(23,763)

162,465

Ø Segment information by geographic area – 31/12/2024 (12 months)

€000

France

Europe

Outside Europe

Total

 

 

 

 

  Revenue

424,092

377,564

29,618

831,274

  Net PP&E and intangible assets

269,682

36,336

11,156

317,174

     o/w capex

39,501

4,480

1,315

45,296

  Goodwill

17,558

17,145

34,703

  Trade receivables

78,864

28,925

938

108,727

  Other receivables

16,649

2,444

1,881

20,974

Balance sheet total

95,513

31,369

2,819

129,701

  Other assets allocated

235,066

27,447

9,147

271,660

  Unallocated assets

 

 

 

3,615

  Total assets

617,819

112,297

23,122

756,853

Ø Segment information by business – 31/12/2023 (12 months)

€000

Paper

Processing

Inter-segment transactions

Total

   Segment income statement                                                                                                                                  

  Revenue

368,579

613,229

(138,559)

843,249

  Depreciation/amortisation (net of reversals)

14,234

35,924

50,158

  Write-downs and provisions

3,519

1,391

4,910

  Operating income/(loss) (excl. goodwill impairment)

46,205

26,292

(434)

72,063

  Impairment of goodwill and badwill

(11,996)

(11,996)

   Segment assets                                                                                                                                                    

  Net PP&E and intangible assets

122,596

198,706

321,302

     o/w capex

23,689

31,479

 

55,168

  Goodwill

34,223

34,223

  Trade receivables

43,428

90,285

(22,770)

110,943

  Other receivables

6,729

15,628

(790)

21,567

Balance sheet total

50,157

105,913

(23,560)

132,510

  Other assets allocated

92,604

188,464

(6,205)

274,863

  Unallocated assets

 

 

 

871

 Total assets

265,357

527,306

(29,765)

763,769

   Segment liabilities                                                                                                                                               

  Current provisions

3,231

2,995

6,226

  Trade payables

33,737

68,934

(22,770)

79,901

  Other payables

33,227

47,201

(791)

79,637

  Unallocated liabilities

 

 

 

5,561

  Total liabilities

70,195

119,130

(23,561)

171,325

Ø Segment information by geographic area – 31/12/2023 (12 months)

€000

France

Europe

Outside Europe

Total

 

 

 

 

  Revenue

438,130

374,674

30,445

843,249

  Net PP&E and intangible assets

271,071

39,525

10,706

321,302

     o/w capex

46,966

2,863

5,339

55,168

  Goodwill

17,079

17,144

34,223

  Trade receivables

82,972

26,593

1,378

110,943

  Other receivables

16,409

3,140

2,018

21,567

Balance sheet total

99,381

29,733

3,396

132,510

  Other assets allocated

235,948

29,653

9,262

274,863

  Unallocated assets

 

 

 

871

  Total assets

623,479

116,055

23,364

763,769

4.     Consolidated entities

All companies are fully consolidated and wholly owned.

Name

Address

EXACOMPTA CLAIREFONTAINE

88480 ETIVAL CLAIREFONTAINE

A.F.A.

132 Quai de Jemmapes - 75010 PARIS

CARTOREL

384 Rue des Chênes Verts - 79410 ECHIRE

CFR Ile Napoléon

RD 52 - 68490 OTTMARSHEIM

PAPETERIES DE CLAIREFONTAINE

19 Rue de l’Abbaye - 88480 ETIVAL CLAIREFONTAINE

CLAIREFONTAINE RHODIA

RD 52 - 68490 OTTMARSHEIM

CLAIRCELL

ZI – Rue de Chartres - 28160 BROU

COGIR 

10 Rue Beauregard - 37110 CHATEAU-RENAULT

REGISTRES LE DAUPHIN

27 Rue George Sand - 38500 VOIRON

MADLY

6 Rue Henri Becquerel - 69740 GENAS

EVERBAL

2 Route d’Avaux - 02190 EVERGNICOURT

EXACOMPTA

138-140 Quai de Jemmapes - 75010 PARIS

LAVIGNE 

6 Rue Dewoitine - 78140 VELISY-VILLACOUBLAY

PAPETERIE DE MANDEURE

14 Rue de la Papeterie - 25350 MANDEURE

MANUCLASS

ZI d’Etriché - 49500 SEGRE-EN-ANJOU-BLEU

CLAIRCELL INGENIERIE

ZI – Rue de Chartres - 28160 BROU

EDITIONS QUO VADIS

14 Rue du Nouveau Bêle - 44470 CARQUEFOU

RAYNARD

6 Rue de la Peltière - 35130 LA GUERCHE DE BRETAGNE

RAINEX

Lieudit Saint-Mathieu – ZI - 78550 HOUDAN

ROLFAX

ZI Route de Montdidier - 60120 BRETEUIL

PAPETERIES SILL 

Rue du Moulin - 62570 WIZERNES

PAPETERIE DU COUTAL

ZI du Coutal - 24120 TERRASSON-LAVILLEDIEU

PHOTOWEB

1 Rue des Platanes - 38120 SAINT-EGREVE

INVADERS CORP

144 Quai de Jemmapes - 75010 PARIS

FIZZER

1 Rue des Platanes - 38120 SAINT-EGREVE

FLOCK ONE

Parc d’activité de la Vigogne - 62600 BERCK

PAPIER TIGRE

5 Rue des Filles du Calvaire - 75003 PARIS

DIGITAL VALLEY PORTUGAL

Rua Saraiva de Carvalho 1, n°1C - 1250-240 LISBOA

BRAUSE PRODUKTION (Germany)

51149 KÖLN

EXACLAIR GmbH (Germany)

51149 KÖLN

RODECO (Germany)

51149 KÖLN

PUBLIDAY MULTIDIA (Morocco)

Parc industriel de Bouskoura, lot n°4 - 20180 BOUSKOURA

ERNST STADELMANN (Austria)

Bahnhofstrasse 8 - 4070 EFERDING

EXACLAIR (Spain)

08110 MONTCADA I REIXAC

EXACLAIR (Belgium)

Boulevard Paepsem, 18D - 1070 ANDERLECHT

EXACLAIR Inc. (USA)

143 West 29th Street - NEW YORK

EXACLAIR DC Inc. (USA)

120 Elmview Avenue - HAMBURG, NY 14075-3770

EXACLAIR Ltd (UK)

Oldmedow Road - KING’S LYNN, Norfolk PE30 4LW

QUO VADIS International Ltd (Canada)

240 Rue Amand-Majeau – Saint-Roch-de-l’Achigan - QUEBEC J0K 3H0

EXACLAIR Italia Srl (Italy)

Via Soperga 36 - 20127 MILANO

QUO VADIS Japon Co Ltd (Japan)

Sangenjaya Combox 4F 1–32–3 Kamjuma Setagaya-Ku, TOKYO

SCHUT PAPIER (Netherlands)

Kabeljauw 2 - 6866 HEELSUM

BIELLA SCHWEIZ (Switzerland)

Erlenstrasse 44 - 2555 BRÜGG

FALKEN (Germany)

Am Bahnhof 5 - 03185 PEITZ

DELMET PROD (Romania)

Industriei 3 - 070000 BUFTEA

EUROWRAP A/S (Denmark)

Odinsvej 30 - 4100 RINGSTED

EUROWRAP Ltd (UK)

Unit 2 Pikelaw Place, West Pimbo Industrial Estate - SKELMERSDALE WN8 9PP

TCPF (Belgium)

3 Rue du Dossey - 4020 WANDRE

I’D (Belgium)

3 Rue du Dossey - 4020 WANDRE


Exacompta Clairefontaine S.A.

Statutory auditors’ report on the consolidated financial statements

v   v

v

Resolutions submitted to the Ordinary Shareholders’

Meeting

                                 ADVOLIS                                                                  BATT AUDIT

                             Statutory Auditor                                                                                  Statutory Auditor

Member of the Paris Institute of Statutory Auditors                 Member of the Nancy Institute of Statutory Auditors

                         38 Avenue de l’Opéra                                                                       58 Boulevard d’Austrasie

                        75002 PARIS                                                                                       54000 NANCY

REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS

Year ended 31 December 2024

To the Shareholders’ Meeting of EXACOMPTA CLAIREFONTAINE,

Opinion 

In accordance with the assignment entrusted to us by your Shareholders’ Meeting, we have audited the consolidated financial statements of EXACOMPTA CLAIREFONTAINE for the year ended 31 December 2024, which are appended to this report. 

We hereby certify that the consolidated financial statements are, with regard to the IFRS adopted within the European Union, in order and accurate and fairly present the results of operations for the year ended as well as the financial position and the assets and liabilities, at the year-end, of the persons and entities included in the consolidation.

Basis of the opinion  
Audit standards

We performed our audit in accordance with the professional standards applicable in France. We believe that the evidence we have gathered provides a reasonable basis for our opinion.

Our responsibilities pursuant to these standards are set forth in the section of this report entitled “Responsibilities of the statutory auditors relating to the audit of the consolidated financial statements”. 

Independence

We have performed our audit in compliance with the rules of independence provided for in the French Commercial Code and the French Code of Ethics for statutory auditors for the period running from 1 January 2024 to the date of issue of our report.

Bases of assessments 

Pursuant to the provisions of Articles L. 821-53 and R. 821-180 of the French Commercial Code on the justification of our assessments, we draw your attention to the following assessments which, in our professional judgement, have been the most significant for the audit of the consolidated company financial statements.

 

 

 

 

Valuation of the recoverable value of goodwill and other intangible assets

As at 31 December 2024, the consolidated financial statements include goodwill and other intangible assets with a net book value of €34,703,000 and €20,882,000 respectively (€34,223,000 and

€21,114,000           at           31           December          2023).           Notes          8.          “Goodwill”

11. “Intangible assets” and 12. “Impairment of property, plant and equipment and intangible assets (excluding goodwill and trademarks)” to the consolidated financial statements set out the accounting rules and methods for the measurement of goodwill and other intangible assets. The Group performs a goodwill impairment test at least once a year, whether or not there is an indication of impairment loss. We made certain that the assumptions used, considering the condition of the assets concerned, are reasonable and that appropriate information is disclosed in the notes to the consolidated financial statements. 

These assessments formed part of our audit of the consolidated financial statements, taken as a whole, and contributed to the formation of our opinion expressed above. We do not express an opinion on individual items of these consolidated financial statements.

Specific verifications

In accordance with the professional standards applicable in France, we also performed the specific verifications required by statutory and regulatory provisions relating to information on the Group contained in the Board of Directors’ management report.

We have no comments to make about the accuracy and conformity thereof with the consolidated financial statements. 

We hereby confirm that the consolidated statement of non-financial performance provided for by Article L.225-102-1 of the French Commercial Code is included in the Group information provided in the management report, on the understanding that, in accordance with the provisions of Article L.823-10 of the said Code, we have not verified the accuracy of the information contained in this statement, nor its consistency with the consolidated financial statements, which are covered by a report drawn by an independent third party.

 

Responsibilities of senior management and of those charged with corporate governance relating to the consolidated financial statements 

It is management’s responsibility to prepare consolidated financial statements representing a true and fair view in accordance with IFRS (International Financial Reporting Standards), as adopted within the European Union, and to establish the internal control that it deems necessary for the preparation of consolidated financial statements free of material misstatements, whether due to fraud or error.

During the preparation of the consolidated financial statements, it is the responsibility of management to assess the company’s ability to continue as a going concern, to present in these financial statements, if applicable, the necessary information on the going concern basis and to apply the standard accounting policy for a going concern, unless it is planned to wind up the company or discontinue operations. 

The consolidated financial statements have been approved by the Board of Directors.

Responsibilities of the statutory auditors relating to the audit of the consolidated financial statements 

It is our responsibility to prepare a report on the consolidated financial statements. Our objective is to obtain reasonable assurance that the consolidated financial statements, taken as a whole, are free of material misstatements. Reasonable assurance is a high level of assurance, without however guaranteeing that an audit performed in accordance with the professional standards applicable would systematically detect all material misstatements. Misstatements may be due to fraud or errors and are considered as material when it is reasonable to expect that they can, taken separately or together, influence the economic decisions that users of the financial statements take based on them. 

As set out in Article L. 821-55 of the French Commercial Code, our engagement relating to the certification of the financial statements does not consist in guaranteeing the viability or quality of your company’s management.

As part of an audit performed in accordance with auditing standards applicable in France, the statutory auditor exercises their professional judgement throughout the audit. Furthermore, the auditor:

-          identifies and evaluates the risk of the consolidated financial statements containing material misstatements, whether due to fraud or error, develops and implements audit procedures in response to these risks, and gathers sufficient and appropriate evidence for the auditor’s opinion. The risk of non-detection of a material misstatement due to a fraud is more serious than that of a material misstatement due to an error, since fraud may involve collusion, forgery, wilful omissions, misrepresentations or the circumvention of internal control;

-          obtains an understanding of the aspects of internal control that are relevant to the audit in order to develop appropriate audit procedures, and not to express an opinion as to the effectiveness of the internal control system;

-          assesses the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as the disclosures on these provided in the consolidated financial statements;

-          assesses the appropriateness of the management’s use of the going concern principle in accounting and, according to the evidence obtained, the existence or otherwise of material uncertainty connected with events or situations likely to cast significant doubt on the capacity of the company to continue its operations. This assessment is based on the evidence gathered up to the date of the auditor’s report, it being noted however that subsequent circumstances or events could compromise the going concern basis. If the auditor concludes that there is a significant uncertainty, the auditor draws the reader’s attention within the audit report to the disclosures provided in the consolidated financial statements regarding this uncertainty or, if such disclosures are not provided or are not relevant, issues a qualified opinion or refuses to issue an opinion;

-          assesses the overall presentation of the consolidated financial statements and assesses whether the consolidated financial statements reflect the underlying transactions and events in such a way as to give a true and fair view;

-          regarding financial information on persons and entities included in the consolidation, the auditor gathers evidence that the auditor deems sufficient and appropriate to express the auditor’s opinion on the consolidated financial statements. The auditor is responsible for the management, supervision and conduct of the audit of the consolidated financial statements and for the opinion expressed on these financial statements. 

Paris and Nancy, 28 April 2025

Statutory Auditors

                         ADVOLIS

BATT AUDIT

     Hugues de Noray        Nicolas Aubrun

Isabelle Sagot

RESOLUTIONS SUBMITTED 

TO THE ORDINARY SHAREHOLDERS’ MEETING OF 27 MAY 2025

FIRST RESOLUTION 

That, following a reading by the Board of Directors and the statutory auditors of their respective reports, the Meeting approve these reports in their entirety, as well as the operations described therein, and approve the parent company financial statements for the year ended 31 December 2024. 

SECOND RESOLUTION

That, following a reading by the Board of Directors and the statutory auditors of their respective reports, the Meeting approve these reports in their entirety, as well as the operations described therein, and approve the consolidated financial statements for the year ended 31 December 2024. 

THIRD RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to distribute and appropriate earnings for the year as follows:

Net income for 2024 ................................................................ 

   €855,979.54

Withdrawal from other reserves .............................................. 

   €7,630,120.46

                                                                                  Total 

Allocated as follows:

€8,486,100.00

First dividend  .......................................................................... 

   €226,296.00

Second dividend  ..................................................................... 

€8,259,804.00

                                                                   Total dividends 

€8,486,100.00

As the share capital is divided into 1,131,480 shares, each share would receive a total dividend of €7.50. 

The following table shows the dividends paid for the last three years: 

Year

Dividend

Number of shares

2021

3.68

1,131,480

2022

4.40

1,131,480

2023

6.70

1,131,480

FOURTH RESOLUTION

That, following a reading of the statutory auditors’ special report, the Shareholders’ Meeting formally note the absence in 2024 of any operations related to Article L. 225-38 of the French Commercial Code. 

FIFTH RESOLUTION

That the Shareholders’ Meeting called to approve the recommendation of the Board of Directors set the amount of directors’ fees for the current fiscal year and subsequent fiscal years at €115,000.

SIXTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint Ms Lorraine Nusse, residing in Paris 7th district, as a director of the company.

This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for fiscal year 2030.

SEVENTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint Mr Amaury de Monicault, residing in Paris 15th district, as a director of the company.

This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for fiscal year 2030.

EIGHTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint Mr Pierre Bordeaux Montrieux, residing in Paris 7th district, as a director of the company.

This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for fiscal year 2030.

NINTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint Mr Julien Nusse, residing in Paris 7th district, as a director of the company.

This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for fiscal year 2030.

TENTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting appoint the statutory auditors as verifiers of the compliance of sustainability reporting with the requirements of Directive 2013/34/EU, namely: 

-          BATT AUDIT, 58 Boulevard d’Austrasie – 54000 Nancy, France

-          ADVOLIS, 38 Avenue de l’Opéra – 75002 Paris, France

This appointment coincides with the aforementioned firms’ appointments as statutory auditors and will therefore terminate at the end of the Shareholders’ Meeting called to approve the financial statements for the year 2025.

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