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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Cambrian UK Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 32, Mochdre Industrial Estate, Newtown, Powys, SY16 4LE.

The principal activity continued to be a Holding Company.

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 as applicable to companies subject to the small companies regime. 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 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. The principal accounting policies adopted are set out below.

At the time of approving the financial statements, the directors concluded that it was not appropriate to prepare the financial statements on the going concern basis. Accordingly, the financial statements have been prepared on a basis other than going concern as further explained in the basis of preparation accounting policy.true

The financial statements have been prepared on a basis other than going concern as the directors intend to seek the strike off of the Company following completion of the wider group simplification process and settlement of the remaining assets and liabilities. Accordingly, assets are stated at their estimated recoverable amounts and liabilities are stated at the amounts expected to be settled.

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:

Freehold land is not depreciated.

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 credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

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 company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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 company 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.

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 company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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 company’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 when the company has 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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

FRS 102 Revision

In September 2024, The Financial Reporting Council issued a revised edition of FRS102, 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 company’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 employed by the company during the year was:

During the year, the Company declared a non cash dividend in specie of £4,347,859 as part of an internal group reorganisation. The dividend in specie was satisfied through the transfer of the Company’s investment in Cambrian Packaging Ltd with a carrying value of £3,999,997 million together with related property interests of £347,862 transferred to Cambrian Group Holdings Ltd.

The dividend in specie formed part of a wider internal group reorganisation and did not result in any change in the ultimate ownership or control of the Cambrian group.

The distribution was recognised through retained earnings at the carrying value of the assets transferred.

During the year, as part of an internal group reorganisation, the Company declared a dividend in specie comprising its entire shareholding and other assets in Cambrian Packaging Ltd with a carrying value of £3,999,997 to Cambrian Group Holdings Ltd. Following completion of the transaction, Cambrian Packaging Ltd ceased to be a direct subsidiary undertaking of the Company and became a direct subsidiary of Cambrian Group Holdings Ltd. The reorganisation did not result in any change in the ultimate ownership or control of the wider Cambrian group.

For further details regarding the internal group reorganisation and dividend in specie, refer to note 11 below.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its 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.

Emphasis of matter

We draw attention to note 1.2 in the financial statements, which explains that the directors have prepared the financial statements on a basis other than going concern, as the company intends to cease trading and be struck off. As a result, the financial statements have been prepared on a break-up basis. Our opinion is not modified in respect of this matter.

During the year, the Company undertook an internal group reorganisation as part of a wider simplification of the Cambrian group structure. The purpose of the reorganisation was to align ownership of the Group’s trading operations and related assets directly under Cambrian Group Holdings Ltd and simplify the intermediate holding structure within the Group.

As part of the reorganisation, a capital reduction was undertaken to convert the Company’s capital redemption reserve of £1,950,000 into distributable reserves pursuant to the relevant solvency procedures and corporate approvals.

Following the creation of distributable reserves, the Company declared a non cash dividend in specie of £4,347,859 to Cambrian Group Holdings Ltd. The distribution comprised the transfer of the Company’s entire investment in Cambrian Packaging Ltd together with related property interests and associated assets. The dividend in specie included property assets with a net book value of £347,862 at the date of transfer together with the carrying value of the investment in Cambrian Packaging Ltd previously held by the Company.

As part of the wider reorganisation, the related merger reserve balance of £799,900 associated with the underlying investments transferred formed part of the restructuring of reserves within the Group.

Following completion of the transaction, Cambrian Packaging Ltd ceased to be a direct subsidiary of the Company and became a direct subsidiary of Cambrian Group Holdings Ltd. The reorganisation did not result in any change in the ultimate ownership or control of the wider Cambrian group.

Included within creditors is an interest free loan from the company's subsidiary undertaking of £109,611 (2024 - £89,173).

Also included within creditors is an interest free loan from the company's parent undertaking of £1,500,000 (2024 - £1,500,000).

Parent Company
The immediate parent company of Cambrian UK Holdings Ltd is Cambrian Group Holdings Ltd, a company incorporated and registered in the United Kingdom.

Ultimate parent company
The ultimate parent company and controlling undertaking is Cambrian Group Holdings Ltd, which heads the Cambrian group of companies.

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