ACCOUNTS - Final Accounts

As restated

31 March

Registered number: 11709102

DECENT PACKAGING LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 DECEMBER 2024

DECENT PACKAGING LTD

COMPANY INFORMATION

DIRECTORS	Mats Lindroth
	Gary Smith


REGISTERED NUMBER	11709102


REGISTERED OFFICE	Unit 13 Nunnery Park
	Hornhill Road
	Worcester
	Worcestershire
	WR4 0SX


INDEPENDENT AUDITORS	Bishop Fleming Audit Limited
	Chartered Accountants & Statutory Auditors
	1-3 College Yard
	Worcester
	WR1 2LB

DECENT PACKAGING LTD

REGISTERED NUMBER:11709102

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	31 December	As restated 31 March
	2024	2024
Note	£	£

FIXED ASSETS
Intangible assets	4	-	11,079
Tangible assets	5	7,539	13,607
		7,539	24,686
CURRENT ASSETS
Stocks	6	2,068,195	1,417,708
Debtors: amounts falling due within one year	7	1,293,916	722,964
Cash at bank and in hand	8	412,776	446,348
		3,774,887	2,587,020
Creditors: amounts falling due within one year	9	(3,118,225)	(2,548,344)
NET CURRENT ASSETS		656,662	38,676
TOTAL ASSETS LESS CURRENT LIABILITIES		664,201	63,362
PROVISIONS FOR LIABILITIES
Deferred tax	10	-	(6,172)
NET ASSETS		664,201	57,190

CAPITAL AND RESERVES
Called up share capital	1	1
Profit and loss account	664,200	57,189
	664,201	57,190

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Gary Smith

Director

Date: 19 September 2025

The notes on pages 2 to 10 form part of these financial statements.

Page 1

DECENT PACKAGING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1.	GENERAL INFORMATION

The company is a private company limited by share capital, incorporated in England. The company's registered number and registered office address can be found on the Company Information page.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Innocent Packaging Limited as at 31 December 2024 and these financial statements may be obtained from Suite 403 Achilles House, 8 Commerce Street, Auckland Central, Auckland 1010, New Zealand.

2.3

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 2

DECENT PACKAGING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.4

OPERATING LEASES: THE COMPANY AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.5

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.6

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.7

CURRENT AND DEFERRED TAXATION

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 3

DECENT PACKAGING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.8

INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.9

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

				Office equipment	-	25- 33% Straight Line
				Computer equipment	-	25% Straight Line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.10

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.11

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.12

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 4

DECENT PACKAGING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.13

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.14

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

Increases in provisions are generally charged as an expense to profit or loss.

EMPLOYEES

The average monthly number of employees, including directors, during the period was 12 (2024: 13).

4.	INTANGIBLE ASSETS

		Computer software
		£

	At 1 April 2024	13,877
	Disposals	(13,877)
	At 31 December 2024	-

	At 1 April 2024	2,798
	Charge for the period on owned assets	4,369
	On disposals	(7,167)
	At 31 December 2024	-
	NET BOOK VALUE
	At 31 December 2024	-
	At 31 March 2024	11,079

Page 5

DECENT PACKAGING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

5.	TANGIBLE FIXED ASSETS

	Office equipment	Computer equipment	Total
	£	£	£
COST OR VALUATION
At 1 April 2024	12,403	18,859	31,262
Additions	219	2,423	2,642
At 31 December 2024	12,622	21,282	33,904
DEPRECIATION
At 1 April 2024	4,097	13,558	17,655
Charge for the period on owned assets	3,782	4,928	8,710
At 31 December 2024	7,879	18,486	26,365
NET BOOK VALUE
At 31 December 2024	4,743	2,796	7,539
At 31 March 2024	8,306	5,301	13,607

Goods for resale	2,068,195	1,417,708
	2,068,195	1,417,708

Page 6

DECENT PACKAGING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

DEBTORS

					31 December	31 March
					2024	2024
					£	£


Trade debtors	1,129,332	661,560
Other debtors	26,589	-
Prepayments and accrued income	127,058	61,404
Deferred taxation	10,937	-
	1,293,916	722,964

Cash at bank and in hand	412,776	446,348
	412,776	446,348

Trade creditors	381,655	228,241
Amounts owed to group undertakings	274,591	572,284
Other taxation and social security	311,444	554,188
Other creditors	52,423	4,029
Accruals and deferred income	2,098,112	1,189,602
	3,118,225	2,548,344

The amounts payable to the group are interest bearing and repayable on demand.

Page 7

DECENT PACKAGING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

		31 December	As restated 31 March
		2024	2024
		£	£

Accruals	945,126	492,688
Deferred Income	1,152,986	696,914
	2,098,112	1,189,602

10.	DEFERRED TAXATION

		2024
		£

	At beginning of year	(6,172)
	Charged to profit or loss	17,109
	AT END OF YEAR	10,937

	Accelerated capital allowances	10,937	(6,172)
		10,937	(6,172)

Page 8

DECENT PACKAGING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

11.	PRIOR YEAR ADJUSTMENT

Stock Ownership at 31 March 2024

During the current financial year, a material prior period adjustment was identified relating to the accounting treatment of stock at the date of acquisition.

The company is a subsidiary of BioPak Pty Ltd (Australia), which acquired 100% of Innocent Packaging Ltd (New Zealand), along with its subsidiaries, Decent Packaging Ltd (UK) and Decent Packaging B.V. (Netherlands). As part of the acquisition accounting, it was agreed that certain stock items classified as dead stock were not owned by the Group and should therefore be held at nil value.

It was subsequently identified that the initial accounting treatment did not appropriately reflect this position in the UK entity's opening balances. As a result, a prior period adjustment of £340,738 was made to reduce the opening stock value accordingly.

Purchase Cut Off - Stock in Transit at 31 March 2024

During testing of expenditure cut-off for stock items, it was noted that the company had historically recognised inventory only upon physical receipt at its warehouse. However, for stock shipments originating from China, risks and rewards of ownership transferred to the company (Decent Packaging Ltd) at the point of loading onto the vessel. Accordingly, under FRS 102, such inventory should have been recognised when the goods were shipped, not upon arrival.
Following discussions, management undertook a retrospective assessment as at 31 March 2024 to quantify the impact of this recognition error. This resulted in an increase of £397,800 to the closing inventory balance that should have been recognised in the prior year.
This error has now been corrected by restating the prior period financial figures by debiting stock and crediting accruals by £397,800.

12.	RECONCILIATION OF PRIOR YEAR PROFIT/(LOSS)
		31 March
		2024
		£

	Profit/(Loss) for the year ending 31 March 2024 before posting prior period adjustments	(274,425)
	Profit/(Loss) affecting prior period adjustments	(340,738)
	Restated Profit/(Loss) for the year ending 31 March 2024	(615,163)

Page 9

DECENT PACKAGING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

Not later than 1 year	34,072	40,758
Later than 1 year and not later than 5 years	-	20,379
	34,072	61,137

14.	RELATED PARTY TRANSACTIONS
	The company has taken exemption from disclosure of related party balances with wholly owned group entities under Section 33 of FRS102, paragraph 33.1A.

15.	CONTROLLING PARTY

The company's immediate parent is Innocent Packaging Limited, incorporated in New Zealand.

The registered office of Innocent Packaging Limited is Suite 403 Achilles House, 8 Commerce Street, Auckland Central, Auckland 1010, New Zealand.

The ultimate controlling party is Duni AB, a company incorporated in Sweden.

16.	AUDITORS' INFORMATION

The auditors' report on the financial statements for the period ended 31 December 2024 was unqualified.

The audit report was signed on 19 September 2025 by Andrew Wood FCCA (Senior statutory auditor) on behalf of Bishop Fleming Audit Limited.

Page 10