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Registered number: 00949464
AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
COMPANY INFORMATION
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report of Amcor Flexibles Distribution UK Limited for the year ended 31 December 2025.
The Company's principal business is the selling and distribution of packaging products that are produced in various Group manufacturing facilities across Europe for sale to customers in the UK and Ireland.
During the year, the Directors took the decision to begin to wind down the operations of the Company, in order that the Amcor Group could better serve its customers under an alternative business model whereby goods are delivered to customers directly from other fellow subsidiary companies. As a result, with reduced volumes towards the end of the year, the Company saw turnover decrease to £14,735,000 (2024: £17,290,000), with the Company maintaining a consistent gross margin and overall operating profit increasing to £772,000 (2024: £590,000). As profit for the year is supplemented by interest returns on cash assets held, the financial position of the Company improved net assets to £10,564,000 (2024: £9,488,000).
As a member of the Amcor Group, the Company has maintained a consistent strategy and business model. Investments are focused on making packaging that is increasingly lightweight, recyclable and/or reusable, and with greater recycled content. Business issues impacting the Amcor Group have been disclosed in the Amcor plc (the "Group") Annual Report which does not form part of this report.
The Company approaches the 2026 financial year maintaining clear priorities: to keep co-workers safe; offer value to customers; and execute effectively in areas under our control. Following the decision to wind down the Company's operations, results and profitability are expected to decrease significantly in the next financial year, although actual results could differ materially due to a number of risks and uncertainties.
Principal risks and uncertainties
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The Company manages the risks and uncertainties within the Amcor Group and can be impacted by numerous factors, including:
• Changes in customer demand patterns across various industries, alongside the loss of key customers, or a reduction in production requirements, could impact sales revenue and profitability;
• Price fluctuations or availability of raw materials, energy and other inputs could adversely impact the
business;
• Production, supply and other commercial risks which may be exacerbated during times of economic
slowdown;
• Challenging local and international economic conditions may have a negative impact on the business;
• Costs and liabilities related to current and future environmental, social and governance matters or regulatory developments;
• Changing environmental, health and safety laws;
• A failure or disruption in our information technology systems could disrupt our operations, compromise
customer, employee, supplier and other data and could negatively affect our business; and
• Cybersecurity risks which could disrupt our operations or risk loss of sensitive business information; and
• Potential future outbreaks of contagious diseases could cause disruption across the supply chain and impact the wider macroeconomic environment.
As a Company and Group, we continue to collaborate with customers, suppliers, and innovators to create industry-leading solutions, and with other stakeholders to increase available infrastructure for waste collection, sorting and recycling, and to inform consumers about the importance of packaging and how to reduce its environmental impacts through recycling.
The Company is a wholly owned indirect subsidiary of Amcor plc ("the Group"). Further details of risk factors affecting the Group, which include those of the Company, are discussed in the Group's annual report (which does not form part of this report) along with a Sustainability Report.
Page 1
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Financial risk management
The Company’s principal financial assets are bank balances and amounts due from group undertakings. The Company participates in a Group cash pooling arrangement, which optimises the use of cash resources across the Amcor Group. This limits the company’s exposure to default by individual financial institutions. Cash deposits are subject to cross guarantees from the fellow Group companies participating in the cash pooling arrangement.
Directors' statement of compliance with duty to promote the success of the Company
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In accordance with The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended by the Companies (Miscellaneous Reporting) Regulations 2018 this statement explains how the Company's directors:
• have engaged with employees, suppliers and others; and
• have had a regard to employee interests, the need to foster the Company's business relationships with
suppliers, customers and others, in taking principal decisions taken by the company during the financial year.
The Company's ultimate parent company is Amcor plc and the considerations for decision making are embedded at individual board level and across the Group with the directors acting in good faith to promote the success of the Company consistently within Group governance, culture, value, behaviour and strategy referenced within the Strategic Report. The level of information disclosed is consistent with the size and complexity of the business. The Board meet on a periodic basis to consider the key decisions arising to implement the strategic direction as provided by the Amcor Group and the performance of the Company.
When making decisions each Director ensures they act in good faith and in a way to promote the Company's success for the benefit of the members as a whole having a regard to:
Long term sustainability
The Company supports the financing requirements across the Group in a responsible and balanced approach in order to enable the longer term viability of the Company and wider interest of the Group. Key decisions and representations provided by the Group to the Company's Board of Directors are considered and executed on a timely basis consistent with Group strategy. Dividends are declared and paid after due consideration of current profitability and adequacy of retained earnings to meet future funding requirements and the overall financial health of the Company.
Employees
Whilst the Company had no employees during the year, the Directors take decisions to promote the operations in the best interests of the Company.
Suppliers, customers and others
The Directors, as members of the Group, recognise the beneficial relationship of working collaboratively across the supply chain from supplier, customer and others. Each company within the Group is bound by the Group policies consistent with the culture in all key areas including supplier management and outsourcing and customer conduct. This includes the regular collection of data in order to monitor and evaluate the risk to supply continuity, value and innovation through to customer research and evaluation for management and directors.
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Community and environment
The Directors seek to minimise any detrimental impact the Company’s operations may have had on the environment through continued review of work practices, safety, product sustainability and energy efficiency. The Company also supports a range of charitable and community activity locally based on employee involvement. The Company, as a member of the Amcor Group, pledged in 2018 to develop all packaging to be recyclable, compostable or reusable by 2025. As of 30 June 2025, the Group had recycle-ready solutions for 96% of its flexible packaging portfolio by square metre, and 96% of its rigid packaging by weight was recyclable. While our commercial teams partner closely with customers to bring more recycle-ready packaging to the market, we ultimately lack control over the pace at which our customers implement circular packaging solutions. We work closely with customers, recyclers and industry groups to ensure our packaging meets evolving infrastructure and regulatory requirements. By integrating end-of-life considerations into the earliest stages of design, we help to reduce waste, conserve resources and support the transition to a circular economy for packaging. The Amcor Group's Sustainability Report is available at www.amcor.com/sustainability.
Business conduct and acting fairly between stakeholders
The Company aims to conduct all its business relationships with integrity and courtesy, fulfil each business agreement and act fairly across key stakeholders of the Company. The Directors are aligned with maintaining high standards of governance and the aspiration to be the leading packaging group for the benefit of customers, employees, shareholders, suppliers and the environment. The board aims to provide clear information to the parent company as to the performance of the business in supporting the Group strategy of generating strong cash flow, managing differing stakeholder interests, and supporting shareholder value creation.
Financial and non-financial key performance indicators
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The directors consider that the key financial performance indicators are those that communicate the financial performance and strength of the Company as a whole, those being turnover, gross profit, operating profit and profit on ordinary activities before taxation as set out in the Statement of Comprehensive Income, as well as different KPIs as part of its performance analysis, with a focus on working capital KPIs (Debtor days, Stock days, and Working capital % against sales) and Return on sales. These are as follows:
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Financial key performance indicators
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Working capital against sales
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This report was approved by the board and signed on its behalf.
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M C Burrows
Director
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £1,076,000 (2024 - £758,000).
The Company has not paid a dividend during the year (2024: £Nil) and does not recommend the payment of a final dividend.
During the year, the Directors took the decision to begin to wind down the operations of the Company. All current and outstanding contractual obligations will be fulfilled before trading ceases. The provision of goods under new contracts will instead be delivered by fellow subsidiary companies, resulting in no operational impact to customers. The Directors believe this will have no negative financial impact to the Group overall.
The directors who were in office during the year and up to the date of signing the financial statements were:
As Directors of a subsidiary of the Amcor Group each benefit from qualifying third party indemnity provisions, to the maximum extent permitted by law. This was in force during the whole of the financial period and at the date of approval of the financial statements.
Statement of directors' responsibilities in respect of the financial statements
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The directors are responsible for preparing the Annual 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 prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under company law, 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 the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;
∙make judgements and accounting estimates that are reasonable and prudent;
∙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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also 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 to enable them to ensure that the financial statements comply with the Companies Act 2006.
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
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In the case of each director in office at the date this Directors' Report is approved:
∙so far as the director is aware, there is no relevant information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant information and to establish that the Company's auditors are aware of that information.
Streamlined Energy and Carbon Reporting
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The Company is exempt from disclosure requirements concerning streamlined energy and carbon reporting, under paragraph 20B of the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
Matters covered in the Strategic Report
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Details of the likely future developments in the Company's business and financial risk management have been included within the Strategic Report.
The Company has conducted an assessment of events after the balance sheet date and concluded that no events have occurred which materially affect the Company requiring disclosure or adjustment to the financial statements.
This report was approved by the board and signed on its behalf.
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M C Burrows
Director
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Page 5
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
Opinion
We have audited the financial statements of Amcor Flexibles Distribution UK Limited (the 'Company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 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 (United Kingdom Accounting Standards, comprising FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’), and applicable law; 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 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.
Emphasis of matter
We draw your attention to note 2.3 of the financial statements which explains that the directors have taken the decision to wind down operations of the company and do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 2.3. Our opinion is not modified in this respect.
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.
Opinion 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 Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and Directors’ Report have been prepared in accordance with applicable legal requirements.
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMCOR FLEXIBLES DISTRIBUTION UK LIMITED (CONTINUED)
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 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, 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 the directors
As explained more fully in the directors' responsibilities statement set out on page 4, 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 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 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our assessment focused on key laws and regulations the Company has to comply with and areas of the financial statements we assessed as being more susceptible to misstatement. These key laws and regulations included but were not limited to compliance with the Companies Act 2006, UK adopted international accounting standards, United Kingdom Generally Accepted Accounting Practice (UK GAAP) and relevant tax legislation.
We are not responsible for preventing irregularities. Our approach to detecting irregularities included, but was not limited to, the following:
∙obtaining an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework;
∙obtaining an understanding of the entity’s policies and procedures and how the entity has complied with these, through discussions and walkthrough tests of key systems;
∙designing our audit procedures to respond to our risk assessment; and
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMCOR FLEXIBLES DISTRIBUTION UK LIMITED (CONTINUED)
To address the risk of fraud through management bias and override of controls, we conducted the following procedures:
∙tested journal entries to identify any non-routine or unusual transactions outside the course of ordinary business;
∙assessed whether judgements and assumptions made in determining any accounting estimates were indicative of potential bias;
∙investigated the rationale behind significant or unusual transactions;
∙reviewed descriptions of certain nominal codes for indication of any management override; and
∙considered the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
In response to the risk of irregularities in relation to non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring with management as to actual and potential litigation and claims;
∙reviewing relevant nominal codes for indications of ongoing litigation and claims; and
∙reviewing correspondence in relation to actual litigation, claims or regulatory inspections.
Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities from fraud are inherently more difficult to detect than those arising from error.
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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
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 auditors' report.
Use of this 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 auditors' 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.
Jayne Fotheringham (Senior statutory auditor)
for and on behalf of
Cooper Parry Group Limited
Statutory Auditor
Sky View, Argosy Road
East Midlands Airport
Castle Donington
Derby
DE74 2SA
19 June 2026
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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Total comprehensive income for the year
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The notes on pages 12 to 20 form part of these financial statements.
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Page 9
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
REGISTERED NUMBER: 00949464
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total shareholders' funds
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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M C Burrows
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The notes on pages 12 to 20 form part of these financial statements.
Page 10
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Total shareholders' funds
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Profit for the financial year
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Total comprehensive income for the year
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Profit for the financial year
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Total comprehensive income for the year
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The notes on pages 12 to 20 form part of these financial statements.
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Page 11
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Amcor Flexibles Distribution UK Limited is a private company limited by shares and is incorporated and registered in England and Wales, UK. The address of its registered office is Siemens Way, Swansea Enterprise Park, Swansea, Wales, SA7 9BB.
The Company's principal business is the selling and distribution of packaging products that are produced in various facilities in Europe and trades in some materials to customers in the UK and Ireland.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The financial statements have been prepared on a basis other than that of a going concern, as described in note 2.3.
The financial statements are presented in GBP and rounded to the nearest thousand unless otherwise stated. The preparation of financial statements requires the use of certain critical accounting estimates and for management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied consistently throughout the year.
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Financial reporting standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Amcor plc as at 30 June 2025 and 30 June 2026 and these financial statements may be obtained from the Group's website at www.amcor.com/investors.
During the year, the Directors took the decision to begin to wind down the operations of the Company, in order that the Amcor Group could better serve its customers under an alternative business model whereby goods are delivered to customers directly from other fellow subsidiary companies. All current and outstanding contractual obligations will be fulfilled before trading ceases. The provision of services relating to new contracts will instead be delivered by other fellow subsidiary companies within the Group. The financial statements have been prepared on a basis other than that of a going concern. No adjustments arose as a result of ceasing to apply the going concern basis.
The Directors believe that the assets of the Company, together with borrowings available under credit and bank facilities, will continue to provide sufficient liquidity to fund remaining operations and other commitments as they fall due.
Page 12
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
∙The Company has transferred the significant risks and rewards of ownership to the buyer;
∙The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙The amount of turnover 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.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less the costs to complete and sell. Cost is based on the cost of purchase on a first in first out (FIFO) method. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the stock to its present location and condition.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
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.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, loans from banks and other third parties, and loans to related parties.
Financial assets and liabilities are initially measured at the present value of the future cash flows and subsequently measured at amortised cost using the effective interest method.
Financial assets measured amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If necessary, an impairment loss is recognised in the Statement of Comprehensive Income, measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the original effective interest rate.
Page 13
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position 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.
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.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions, and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the Statement of Comprehensive Income.
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the counties where the Company operates and generates income.
Page 14
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation (continued)
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Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
• the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
• any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences.
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Critical accounting estimates and judgements
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Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
3.1 Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Management does not believe there are any critical accounting estimates which could cause significant risk of material adjustment to the carrying amounts of assets and liabilities within the next financial year.
3.2 Critical judgements in applying the entity's accounting policies
The Company makes judgements concerning the future in applying the Company's accounting policies. Management does not believe there are any critical judgements which could cause significant risk of material adjustment to the carrying amounts of assets and liabilities within the next financial year.
The whole of the turnover is attributable to the principal activity of the Company, the sale and distribution of packaging goods.
Analysis of turnover by country of destination:
Page 15
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The operating profit is stated after charging/ (crediting):
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(Reversal of)/ impairment of trade receivables
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Depreciation of tangible fixed assets
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Reversal of impairment of stocks
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Foreign exchange losses/ (gains)
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Loss on disposal of fixed assets
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Fees payable for the audit of the Company's financial statements
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The Company has no employees other than the Directors in both the current and prior years. The emoluments of the directors are paid by fellow Group companies, which make no recharge to the Company. All directors are directors of a number of fellow subsidiaries and it is not possible to make an accurate apportionment of their emoluments in respect of each of the subsidiaries. Accordingly no emoluments in respect of the directors are disclosed in the financial statements.
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Interest receivable and similar income
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Interest payable and similar expenses
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Page 16
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Origination and reversal of timing differences
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Factors affecting tax credit for the year
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The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Total tax charge for the year
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The corporation tax payable for the year has been reduced by £269,000 (2024: £262,000) because of group relief surrendered by a fellow subsidiary, for which no payment will be made (2024: £Nil).
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Factors that may affect future tax charges
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There are no factors which may affect future tax charges.
Page 17
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Finished goods and goods for resale
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There is no significant difference between the replacement of cost of work in progress and finished goods and goods for resale and their carrying amounts.
Inventories are stated after provisions for impairment of £Nil (2024: £19,000).
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free, and recoverable on demand.
Trade debtors are stated after provision for impairment of £Nil (2024: £4,000).
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See note 19 for details of the security in place in respect of the Group cash pooling arrangement in which the Company participates.
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Page 18
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and are repayable on demand.
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Financial assets measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise cash, trade debtors, amounts owed by group undertakings, and other debtors.
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Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings and other creditors.
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Page 19
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AMCOR FLEXIBLES DISTRIBUTION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Allotted, called up and fully paid
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1,902,510 (2024 - 1,902,510) Ordinary shares of £1.00 each
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There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayments of capital.
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Retained earnings
The retained earnings account represents the accumulated profits, losses and distributions of the Company.
The Company participates in a Group cash pooling arrangement between the banking providers and other members of the Amcor Group. All members of the Group cash pool arrangement are jointly and severally liable for any payment default. As at 31 December 2025, the cash pool was in a positive net position (2024: £3,337,000 negative).
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Ultimate parent and controlling party
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The immediate parent undertaking is Amcor Flexibles North America Inc., registered in the USA.
The ultimate parent and controlling party is Amcor plc, a company incorporated in Jersey, Channel Islands. This is the largest and smallest group to consolidate these financial statements. Copies of Amcor plc consolidated financial statements can be obtained from the Group's website at www.amcor.com/investors.
Page 20
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