The directors present the strategic report for the year ended 31 December 2025.

The directors have undertaken a fair review of the business and some of the details are shown in the paragraphs below.

Group reconstruction
During the year, the Group completed an internal reorganisation of its holding structure to simplify the ownership of Cambrian Packaging Ltd and align the trading operations under Cambrian Group Holdings Ltd. As part of the restructuring, Cambrian Packaging Ltd became a direct subsidiary of Cambrian Group Holdings Ltd following the transfer of the investment previously held by Cambrian UK Holdings Ltd.

Following completion of the reorganisation, Cambrian UK Holdings Ltd remains within the Group structure at the reporting date. The directors intend to continue simplifying the Group structure and, subject to the settlement or transfer of any remaining assets and liabilities, Cambrian UK Holdings Ltd may ultimately be removed from the Group in a future period. At the date of approval of these financial statements, no formal strike off or dissolution process has commenced.

The reorganisation did not result in any change in the ultimate ownership or control of the Group.

Business Environment
The packaging industry plays a crucial role in the UK supply chain, with increasing emphasis on sustainability, recyclability and compliance with evolving environmental regulations, including Plastic Packaging Tax and Extended Producer Responsibility requirements. Cambrian Group operates in a dynamic market where innovation, regulatory compliance and cost efficiency are key drivers of success.

The Group remains committed to adapting to changing consumer preferences and regulatory developments, including growing demand for sustainable, recyclable and PCR based packaging solutions, as well as plastic packaging tax exempt formats. Increasing focus on E commerce distribution has also heightened the importance of packaging durability, transit performance and regulatory compliance for food and personal care products. By continuously refining its product offering and maintaining strong relationships with suppliers and customers, Cambrian ensures it remains competitive in an evolving marketplace.

The Group’s operations are supported by internationally recognised accreditations, including ISO 9001, ISO 14001 and ISO 45001, which reinforce its commitment to quality management, environmental responsibility and occupational health and safety standards.

Strategy
Privately owned and family-run, group has built a strong reputation as a market leader in the supply of UK and European-manufactured trigger sprayers and high-quality plastic spray bottles. With packaging at the heart of its operations, the company is driven by a passion for innovation, sustainability, and customer satisfaction.

The company continues to strengthen long term supplier partnerships and maintain high operational standards through recognised certifications including ISO 9001, ISO 14001, ISO 45001, BRCGS Storage and Distribution, and Cyber Essentials. The Group also maintains commitments to responsible supply chain practices and fair employment standards through Sedex membership and Living Wage Employer accreditation.

By leveraging its industry expertise and accreditation framework, Cambrian continues to strengthen its market position, providing tailored packaging solutions that support its customers’ brand, compliance and sustainability objectives while maintaining a disciplined focus on operational efficiency and long term growth.

Future Developments

The group has continued to invest in enhancing its operational infrastructure, including the development of new workspace, and in strengthening long-term client relationships. These initiatives are aimed at supporting consistent business performance and sustaining future growth across its core markets.

To support business performance and enable the meeting of growth targets Cambrian has strengthened several of its core teams and this will continue through 2026. The use of new IT and systems put in place during 2025 is also expected to develop further, enhancing both what we currently do and our potential to better serve our clients.

Looking ahead to 2026, the Group intends to further strengthen its customer service and purchasing functions through targeted recruitment and additional headcount. In response to increasing operating costs and limitations within existing third party service arrangements, the directors are also actively evaluating the development of a dedicated warehousing and distribution facility to support future operational growth and efficiency.

Risk acceptance and risk management is continually monitored by means of a framework of policies, procedures and internal controls.  All such policies and procedures are overseen by the board of directors and senior management and are constantly under review to comply with statutory regulations and best practice.

The principal risks to the business continue to be general economic situation in the United Kingdom, with inflationary pressures and low confidence, although we appear to have bucked the recent trends. The group continues to offer credit terms to all established customers and the amount of credit offered is continually monitored in order to lessen the effect of any potential defaults, as well as a level of credit insurance in place. 

The directors consider the continued development of the business and its operational infrastructure to be an important part of the Group’s long term strategy. During the year, the Group continued to strengthen relationships with both customers and suppliers through increased participation in industry exhibitions and trade events, which has supported both short term business opportunities and long term commercial relationships.

The directors reported an operating profit for the group of 11.4% for the period ended 31 December 2025. The trading subsidiary, Cambrian Packaging Limited, reported an operating profit of 16.4% for the year ended 31 December 2025, continuing a track record of strong performance. At the period end, the group had shareholders funds of £10,889,552 with a current ratio of 1.41:1.

In addition to financial metrics, the directors monitor a range of non-financial performance indicators that support the company’s strategic objectives. Key areas of focus include customer retention, inventory efficiency, and supply chain resilience.

During the year, the company maintained its stock turnover to 60 days (2024: 60 days), reflecting enhanced inventory management and stronger demand planning. The business maintained stable supplier performance despite external pressures, supporting continued service reliability. The directors also place emphasis on expanding the product and material range in line with evolving customer needs and regulatory expectations.

On behalf of the board

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

The principal activities of group during the year were the distribution of plastic bottles/jars/pails trigger sprays and other plastic containers.

Group reconstruction
During the year ended 31 December 2025, the Group undertook an internal reorganisation of its holding structure. As part of this reorganisation, Cambrian Packaging Limited became a direct subsidiary of Cambrian Group Holdings Limited, alongside Cambrian UK Holdings Limited.

The reorganisation was undertaken to simplify the Group’s corporate structure and align the ownership of the trading operations under the parent company. There was no change in the ultimate ownership or control of the Group as a result of this transaction.

The reorganisation did not impact the underlying trading activities of the Group and had no effect on the consolidated net assets or results for the year. Further details of the transaction are included in the notes to the financial statements.

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £400,290. The directors do not recommend payment of a further dividend.

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

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Details of future developments are given in the Strategic Report.

The auditor, Benee Consulting Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

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

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Cambrian Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud;

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £4,607,743 (2024 - £1,611,511 profit).

Cambrian Group Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is . 32 Mochdre Industrial Estate, Newtown, Powys, SY16 4LE

The group consists of Cambrian Group Holdings Ltd and all of its subsidiaries.

The principal activities of the group during the year were the distribution of plastic bottles/jars/pails trigger sprays and other plastic containers.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Group Reorganisation
During the year ended 31 December 2025, the Group undertook an internal reorganisation of its holding structure whereby Cambrian Packaging Limited became a direct subsidiary of Cambrian Group Holdings Limited.

As the transaction represented a reorganisation between entities under common control, the restructuring has been accounted for using existing carrying values in accordance with FRS 102. Accordingly, the assets, liabilities and reserves of the transferred entities have been incorporated at their existing book values and no goodwill or fair value adjustments have arisen on the reorganisation.

The reorganisation did not result in any change in the ultimate ownership or control of the Group and therefore has not been accounted for as a business combination.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Cambrian Group Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

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

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

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

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

When the group acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the group allocates the consideration in the contract to the two elements.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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

The group does not enter into formal forward foreign exchange contracts. Foreign currency requirements are fulfilled through spot purchases as needed, and balances are maintained in a euro bank account to support ongoing euro-denominated expenditure. Quoted rates are aligned to the average rate achieved on currency purchases during the period.

FRS 102 Revision

In September 2024, The Financial Reporting Council issued a revised edition of FRS 102, effective for accounting periods beginning on or after 1 January 2026. The company has not early adopted the revised standard. The directors are assessing the impact of the revised requirements, particularly in relation to revenue recognition and lease accounting. At the date of approval of these financial statements, it is not practicable to quantify the effect of the changes.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Factors that may affect future tax changes

Future tax charges may also be impacted by changes in corporation tax rates, as well as the timing and classification of expenditure for tax purposes.

Fixed asset investments amounting to £152,152 relate to an interest in land held by the company under an aagreement for sale, which is expected to complete on a no gain, no loss basis. The land has been accounted for as an investment, as it does not meet the recognition criteria for classification as property, plant and equipment or as investment property under FRS 102.Also refer note 29.

Investments in subsidiary undertakings

During the year, as part of an internal group reorganisation, the shareholding in Cambrian Packaging Limited with a carrying value of £3,999,996 was transferred from Cambrian UK Holdings Limited to Cambrian Group Holdings Limited. The transaction has been accounted for at existing carrying value as a common control reorganisation.In the consolidated financial statements, the investment is eliminated on consolidation and therefore has no impact on the Group’s net assets or results.

Details of the company's subsidiaries at 31 December 2025 are as follows:

During the year, as part of an internal group reorganisation, Cambrian Packaging Limited became a direct subsidiary of the Company. Prior to the reorganisation, Cambrian Packaging Limited was a subsidiary of Cambrian UK Holdings Limited. The reorganisation did not result in any change in ultimate control of the Group.

The differences between purchase and replacement cost are not material.

Inventories recognised as an expense during the year amount to £9,781,302 and are included within cost of sales in the statement of profit and loss.

Included within other debtors is an interest-free loan of £400,000 due from an associate undertaking. It is expected to be recoverable in full. Further details are provided – Related Party Transactions note.

Other debtors includes loans to related parties totalling £1,749,000 (2024 - £ Nil). Further information is provided in the related party note .

Other creditors include an amount of £940,048 owed to directors of the company. The balance is interest-free, unsecured, and repayable on demand, with no fixed monthly repayment schedule in place.

Loans from related parties of £750,000 (2024: £750,046) are unsecured and interest free. The balance is repayable by agreed monthly instalments and is expected to be fully settled within 12 months of the reporting date. Accordingly, the liability has been classified as falling due within one year.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax liability recognised in the consolidated financial statements arises from temporary timing differences in respect of accelerated capital allowances and fair value adjustments recognised on acquisition in the prior year. The fair value adjustments primarily relate to property assets acquired as part of the business combination.

The deferred tax balance is expected to unwind in line with the depreciation of the related assets and the utilisation of the underlying capital allowances. The portion relating to accelerated capital allowances is expected to reverse within 12 months. The remaining balance will reverse over the remaining useful lives of the relevant assets.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The merger reserve arose as part of the prior year group reconstruction following the acquisition of Cambrian UK Holdings Ltd and Cambrian Packaging Ltd by Cambrian Group Holdings Ltd. The reserve represents the excess of the consideration issued over the nominal value of shares acquired and is non distributable.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year ended 31 December 2025, the Group completed an internal reorganisation of its holding structure. Prior to the transaction, Cambrian Packaging Ltd was a direct subsidiary of Cambrian UK Holdings Ltd. In March 2025, Cambrian UK Holdings Ltd declared a dividend in specie of its entire shareholding in Cambrian Packaging Ltd to Cambrian Group Holdings Ltd. As a result, Cambrian Packaging Ltd became a direct subsidiary of Cambrian Group Holdings Ltd alongside Cambrian UK Holdings Ltd.

The reorganisation did not result in any change in ultimate control and has been accounted for as a common control transaction in accordance with FRS 102. The assets and liabilities have been recognised at their existing carrying values and no goodwill has arisen.

Included within debtors due within one year is an interest free loan to an associate undertaking of £400,000 (2024 - £400,000).

During the year, the company held an interest in land that is subject to a sale agreement entered into in 2021 with Mr Tyler Simpson. The sale is due to complete in 2026, and the transaction is expected to result in no gain or loss to the company.

At 31 December 2025, the Company owed £750,000 (2024: £1,500,046) to Martin Simpson, a related party by virtue of his relationship to a director of the Company.

Also included in other debtors due is unsecured, interest free loan of £1,749,000 (2024 - Nil ) to non-group companies controlled by directors of the company.

During the year the company owed a total of £940,048 to directors.

The balance is interest-free, unsecured, and has no formal repayment terms.

The ultimate controlling party of the company is Mr Michael Simpson, by virtue of his controlling interest and influence over the Group’s governance and operations.

The company has an agreement with a related party for the settlement of an investment valued at £152,152, to be completed through a director’s loan account transfer or dividend as part of a planned capital restructure expected in 2026. As the transaction is not yet completed, the amount is treated as a contingent asset under FRS 102.21.14, and will be recognised when the inflow of economic benefit is virtually certain.