REGISTERED NUMBER: 04623230 (England and Wales)

STRATEGIC REPORT, DIRECTORS' REPORT AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

FOR

CLIFTON PACKAGING GROUP LIMITED

Page

Company Information

1

Strategic Report

2

Directors' Report

5

Report of the Independent Auditors

8

Income Statement

11

Other Comprehensive Income

12

Statement of Financial Position

13

Statement of Changes in Equity

14

Notes to the Financial Statements

15

DIRECTORS:

Mr. P Barritt

Mr. S F D'Souza

Mr. F Saraconi

REGISTERED OFFICE:

Centurion Way

Meridian Business Park

Leicester

Leicestershire

LE19 1WH

REGISTERED NUMBER:

04623230 (England and Wales)

INDEPENDENT AUDITORS:

Watergates Ltd (Statutory Auditor)

109 Coleman Road

Leicester

Leicestershire

LE5 4LE

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

REVIEW OF BUSINESS

The directors are pleased with the progress made this year. The Company turnover during the year stayed relatively stable at £37.9m compared to £38.4m in 2024, along with a consistent gross profit of £10.9m in both years. With careful monitoring of overheads, profit before tax increased to £5.1m (2024: £4.1m).

Company EBITDA during the year was £5.7m (2024: £5.1m).

After a good first full year of the Company being part of the Carton Pack Group, the directors are excited about what future holds as the deep expertise of Clifton Packaging Limited in flexible packaging for food is combined with the scale, capacity and innovation capabilities of a pan-European leader.

The directors are committed to continual investment in future years to increase the Company's capacity to continue to deliver a high level of service to customers. The directors are focusing on working in partnership with both it's suppliers and customers, to develop relationships in order to achieve the highest customer satisfaction. The directors believe that the continued commitment to invest in new technology and to further understand customer's requirements will enable them to exceed customers' expectations and further grow and develop the business over the coming years.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider the key risks to the business through a framework of policies, procedures and internal controls. All policies are subject to board approval and ongoing review by management. Compliance with regulations, legal and ethical standards is a high priority for the Company and the finance department takes on an important oversight role in this regard, to ensure that a proper internal control framework exists to manage financial risks and that the controls operate effectively.

The key risk to the business centres around the USD/GBP and EUR/GBP currency rate, due to the raw materials being purchased in these currencies. This risk is managed where possible through natural hedging of the currencies as well as product engineering.

The Company also manages the risks by providing added value services to its customers through fast response times, high quality products and maintaining strong customer relationships.

Interest rate risk

The Company finances its operations through a mixture of retained profit and external financing. Management periodically reviews its funding structures to ensure an optimal structure is in place, bearing in mind the commercial needs of the wider group and relevant legislation.

Liquidity risk

The Company seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Human Resources

The Company's employees are its most important resource. It is essential to the future success of the business that a skilled and motivated workforce is retained.

Environmental

There has been significant changes in the UK with regards to the way in which plastic is used and the impact it has on the environment, with the aim of reducing plastic usage over time. Further to this is the introduction of plastic packaging tax. This creates a risk of further reductions in the use of plastic.

SECTION 172(1) STATEMENT

Director Duties

Section 172 of The Companies Act 2006 states that a director of a company must act in the way it considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

a. The likely consequences of any decision in the long term;

b. The interests of the Company’s employees;

c. The need to foster the Company’s business relationships with suppliers, customers and others;

d. The impact of the Company’s operations on the community and the environment;

e. The desirability of the Company maintaining a reputation for high standards of business conduct; and

f. The need to act fairly as between members of the company.

The following outlines how the directors have fulfilled their responsibilities under Section 172 during the financial year:

Decision Making

In the performance of its duty to promote the success of the company, the company reviews and considers the various stakeholders when making decisions. The company understands the potential impacts of the decisions it makes on the various shareholders and ensures it makes the decisions in the best interest of all parties including customers, suppliers, employees and the wider community; whilst focusing on decisions that support the long-term sustainability and growth of the company.

Employees

Our employees are at the heart of our success. We have fostered a culture of open communication and continuous improvement. We prioritise their well-being and professional development through various initiatives, including training programs and regularly engaging with employees, obtaining feedback in respect of areas which require improvement. By fostering a positive and inclusive work environment, we aim to boost morale, productivity, and retention.

Business Relationships

Strong relationships with suppliers, customers, and other business partners are essential to our operations. We strive for fairness and collaboration in all our dealings, ensuring mutual benefits. Efforts have been made to enhance our customer service and strengthen supply chain resilience. Through focusing on customer satisfaction, supplier reliability, collaborative partnerships, stakeholder engagement, and sustainability, we aim to create lasting value and ensure the continued growth and prosperity of the company. Our commitment to these relationships is rooted in our belief that sustainable and mutually beneficial collaborations are essential to the long-term success of the company.

Community and Environment

The company is dedicated to reducing our environmental impact and contributing to the community. We have implemented measures to minimize waste, increase recyclability, and support local community projects. Our goal is to operate sustainably and be a responsible corporate citizen.

Maintaining High Standards of Business Conduct

Maintaining high standards of business conduct is crucial. We adhere to a comprehensive Code of Conduct that emphasises integrity, fairness, and respect. Compliance with legal and regulatory requirements is monitored through regular audits and training programs to ensure all employees understand and uphold these standards.

Shareholders' Interests

We ensure that our shareholders are kept informed about the company's performance and strategic direction through regular updates and meetings. Balancing short-term returns with long-term growth is a key focus, aiming to provide sustainable value to our shareholders.

FINANCIAL KEY PERFORMANCE INDICATORS

Given the nature of the business, the directors have determined certain key performance indicators to help them to both understand and manage the growing customer base. These are monitored closely on at least a monthly basis and the Company will continue to monitor those measures that are key to ensuring that the Company remains profitable. The KPI's are regularly circulated to the key management team to ensure full visibility by those helping to drive the business forward.

Turnover and gross profit are seen as key performance indicators, as margins for these businesses need to be healthy due to significant staff costs and other overheads. EBITDA is also seen as a key performance indicator. These have been disclosed above.

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES

The directors ensure wherever possible that the business objectives are aligned with risk management. The directors are responsible for maintaining sound systems of internal control that provide reasonable assurance that the Company will not be hindered in achieving its business objectives by circumstances that are not foreseen.

No major risks have been identified other than those relating to the uncertainties and challenges set out above. In this respect, the directors have built up a strong team of staff with whom they work closely on a regular basis to ensure these risks are mitigated effectively.

ON BEHALF OF THE BOARD:

Mr. S F D'Souza - Director

27th March 2026

The directors present their report with the financial statements of the Company for the year ended 31st December 2025.

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of manufacturing and distribution of flexible packaging materials.

DIVIDENDS

Interim dividends per share were paid as follows:

A Ordinary 1 shares

127.76

-29th April 2025

102.76

-25th September 2025

230.52

C Ordinary 1 shares

127.76

-29th April 2025

102.76

-25th September 2025

230.52

D Ordinary 1 shares

127.76

-29th April 2025

102.76

-25th September 2025

230.52

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31st December 2025 will be £4,150,000.

FUTURE DEVELOPMENTS

The Company will continue to seek opportunities to maximise turnover and profitability.

The Company is focused on delivering innovative and great value products to its customers, allowing them to differentiate themselves in an increasingly competitive landscape. The results for the year to date show the business to be in line with its projections, supported by growth in the order book. The directors are cautiously optimistic that their forecasts can be achieved.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report.

Mr. P Barritt

Mr. S F D'Souza

Mr. F Saraconi

DONATIONS

Charitable donations during the year were £6,075 (2024: £21,246).

GOING CONCERN

The directors continue to adopt the going concern basis in preparing the financial statements. Their assessment of going concern is presented in note 2.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Strong relationships with suppliers, customers, and other business partners are essential to our operations. We strive for fairness and collaboration in all our dealings, ensuring mutual benefits. Efforts have been made to enhance our customer service and strengthen supply chain resilience. Through focusing on customer satisfaction, supplier reliability, collaborative partnerships, stakeholder engagement, and sustainability, we aim to create lasting value and ensure the continued growth and prosperity of the company. Our commitment to these relationships is rooted in our belief that sustainable and mutually beneficial collaborations are essential to the long-term success of the company.

STREAMLINED ENERGY AND CARBON REPORTING

The table below presents the company's emissions and energy consumption:

2025

2024

kWh

kWh

Aggregate of energy consumption in the year

6,132,091

5,226,797

Emissions of CO2 equivalent

2025

2024

Metric Tonnes

Metric Tonnes

Scope 1 - direct emissions

Gas combustion

592.72

457.27

Fuel consumed for owned transport & leased vehicles

20.01

40.84

612.73

498.11

Scope 2 - indirect emissions

Electricity purchased

510.81

563.52

Scope 3 - Other indirect emissions

Fuel consumed for transport not owned by the company

-

-

Total gross emissions

1,123.54

1,066.61

Intensity ratio

tCO2e per £k sales

2.97

2.78

Quantification and reporting methodology

Data has been collected in accordance with the 2025Year UK Government's greenhouse gas conversion factors for company reporting. The data collection utilises actual kWh based on twelve months usage.

Vehicle fuel - all vehicles have mileage recorded and this has been used to calculate the total emissions for the year.

Electricity - we have analysed the electricity invoices received from our supplier and recorded electricity usage.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £100,000.

Measures taken to improve energy efficiency

The directors recognise that the company's operations have a potential impact on the environment. Consequently the company promotes the reduction of energy consumption, minimising waste disposal to landfill by reducing, and recycling and trying to reduce CO2 emissions.

With rising energy costs the company is looking at alternative energy sources and has conducted a feasibility study on solar panels for all our sites. The directors are also looking into the adoption of new energy efficient technology as part of the company's ongoing plant and equipment replacement programme.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company 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 accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

AUDITORS

The auditors, Watergates Ltd (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr. S F D'Souza - Director

27th March 2026

Opinion

We have audited the financial statements of Clifton Packaging Group Limited (the 'Company') for the year ended 31st December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity 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 Company's affairs as at 31st 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.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its 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 where the Companies Act 2006 requires us to report to you if, in our opinion:

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

-	the 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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 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 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 Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to employment regulations. We performed audit procedures to inquire of management and those charged with governance whether the company is in compliance with these laws and regulations and inspected correspondence with regulatory authorities as appropriate.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Nazir Malida FCCA (Senior Statutory Auditor)

for and on behalf of Watergates Ltd (Statutory Auditor)

109 Coleman Road

Leicester

Leicestershire

LE5 4LE

27th March 2026

TURNOVER

4

37,855,609

38,379,863

Cost of sales

(26,916,603

)

(27,451,980

)

GROSS PROFIT

10,939,006

10,927,883

Administrative expenses

(6,189,216

)

(6,991,034

)

4,749,790

3,936,849

Other operating income

199,448

179,211

OPERATING PROFIT

6

4,949,238

4,116,060

Interest receivable and similar income

112,872

82,578

5,062,110

4,198,638

Interest payable and similar expenses

8

84,675

(111,776

)

PROFIT BEFORE TAXATION

5,146,785

4,086,862

Tax on profit

9

337,856

(1,131,279

)

PROFIT FOR THE FINANCIAL YEAR

5,484,641

2,955,583

PROFIT FOR THE YEAR

5,484,641

2,955,583

OTHER COMPREHENSIVE INCOME

Revaluation of property

-

3,660,000

Income tax relating to other comprehensive income

31,924

(880,504

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

31,924

2,779,496

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

5,516,565

5,735,079

FIXED ASSETS

Intangible assets

11

1

1

Tangible assets

12

11,306,313

12,342,638

Investments

13

104

104

11,306,418

12,342,743

CURRENT ASSETS

Stocks

14

4,075,807

4,898,318

Debtors

15

12,947,606

12,209,299

Cash at bank and in hand

3,549,689

4,205,826

20,573,102

21,313,443

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

16

(7,418,351

)

(10,004,733

)

NET CURRENT ASSETS

13,154,751

11,308,710

TOTAL ASSETS LESS CURRENT LIABILITIES

24,461,169

23,651,453

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

17

(367,830

)

(809,166

)

PROVISIONS FOR LIABILITIES

20

(1,472,114

)

(1,587,627

)

NET ASSETS

22,621,225

21,254,660

CAPITAL AND RESERVES

Called up share capital

21

18,003

18,003

Revaluation reserve

22

4,062,322

4,158,096

Capital redemption reserve

22

2,001

2,001

Retained earnings

22

18,538,899

17,076,560

SHAREHOLDERS' FUNDS

22,621,225

21,254,660

The financial statements were approved by the Board of Directors and authorised for issue on 27th March 2026 and were signed on its behalf by:

Mr. S F D'Souza - Director

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1st January 2024

18,003

23,296,689

1,033,950

2,001

24,350,643

Changes in equity

Dividends

-

(8,831,062

)

-

-

(8,831,062

)

Total comprehensive income

-

2,610,933

3,124,146

-

5,735,079

Balance at 31st December 2024

18,003

17,076,560

4,158,096

2,001

21,254,660

Changes in equity

Dividends

-

(4,150,000

)

-

-

(4,150,000

)

Total comprehensive income

-

5,612,339

(95,774

)

-

5,516,565

Balance at 31st December 2025

18,003

18,538,899

4,062,322

2,001

22,621,225

1.	STATUTORY INFORMATION

Clifton Packaging Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirements of paragraphs 29.28(b) and 29.29;

•

the requirement of paragraph 33.7;

•

the requirements of paragraph 24(b) of IFRS 6.

This information is included in the consolidated financial statements of Carton Pack S.p.A. and these financial statements may be obtained from Via Adelfia Z.I 70018 Rutigliano, Italy.

PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The financial statements contain information about Clifton Packaging Group Limited as an individual Company and do not contain consolidated financial information as the parent of a group. The Company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Carton Pack S.p.A., Via Adelfia Z.I 70018 Rutigliano, Italy.

The entity is also exempt from preparing consolidated financial information under section 402 of the Companies Act 2006, as its only subsidiary undertaking is considered immaterial.

GOING CONCERN

The Company uses liquid resources and working capital balances that arise directly from its operations. The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. Liquidity is monitored regularly by reference to forecasts and available facilities. The business has continued to fulfil significant order delivery commitments, confirm and progress negotiations on new orders for delivery in the next 12 months and secure payments, for prior and future deliveries.

The business is financed through cash generated from operating activities as well as loans. Cash at bank at the year end was £3,549,689 (2024: £4,205,826) at 31 December 2025. Furthermore, turnover and profitability has increased during the year as highlighted in the strategic report.

The directors have reviewed future projections, including preparing cash flow forecasts, which they feel adequately reflect the current uncertain economic environment. After considering all relevant uncertainties, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

TURNOVER

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.

Where cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts.

Revenue is recognised at the point of despatch of goods or collection by the customer.

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 (usually on dispatch of the goods);

- 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.

GOODWILL

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised evenly over its useful economic life of 20 years.

TANGIBLE FIXED ASSETS

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment

losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual

value of each asset over its estimated useful life:

Plant and machinery - 8% on cost, 10% on cost and 10% reducing balance

Property Improvements - 10% on cost

Freehold Building - 3.33% on cost

Fixtures and fittings - 20% on cost

Motor vehicles - 25% on cost

Office equipment - 25% on cost

No depreciation is charged on freehold land. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Income Statement.

FIXED ASSET REVALUATION

The Company has adopted the policy of using the revaluation model for freehold property. Revaluation gains are recognised in other comprehensive income. Subsequent to the revaluation, the amount carried on the books is the asset's revalued amount, less subsequent accumulated depreciation and accumulated impairment losses.

IMPAIRMENT OF ASSETS

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

INVESTMENTS IN SUBSIDIARIES

Investments in subsidiary undertakings are recognised at cost.

STOCKS

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

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

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, including all purchase,

transport and handling costs..

At each balance sheet 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.

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.

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.

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

TAXATION

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

Current or deferred taxation assets and liabilities are not discounted.

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

DEFERRED TAX

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

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

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

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from one to three years reflecting the period of use for the relevant customer project.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.