Company registration number: 09981936
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the results for the year.
2025 was a year filled with continued geopolitical and macroeconomic headwinds, which translated to another challenging sales environment. Ongoing market volatility and disruption to global supply chains continued to impact customer demand and purchasing behaviour across the period. Despite these conditions, the Company delivered a resilient performance. Turnover for the year amounted to £14.5 million, representing an increase compared to £13.5 million in the prior year.
Gross margin achieved in the year was 39%, compared with 41% in the comparative period. This continues in line with expectations given unfavourable foreign exchange movements combined with inflationary pressures in the wider market.
The Company generated Adjusted EBITDA of £1.9 million (13%), compared to £1.7 million (13%) in the prior year. The EBITDA margin remained unchanged at 13%, consistent with the prior year. Management continues to focus on cost control initiatives and operational efficiencies to support profitability and sustainable business performance. The adjusted EBITDA excludes unrealised foreign exchange gains and losses arising on the USD-denominated intercompany loan, as management considers these non-cash movements not to reflect the underlying operating performance of the business.
The Company remains committed to environmental sustainability through the ongoing development of environmentally conscious products and the continuous monitoring of the environmental impact of its operations. This commitment is supported by the Company's ISO 14001 accreditation, which provides independent recognition of its environmental management framework.
2025 was a year filled with continued geopolitical and macroeconomic headwinds, which translated to another challenging sales environment. Ongoing market volatility and disruption to global supply chains continued to impact customer demand and purchasing behaviour across the period. Despite these conditions, the Company delivered a resilient performance. Turnover for the year amounted to £14.5 million, representing an increase compared to £13.5 million in the prior year.
Gross margin achieved in the year was 39%, compared with 41% in the comparative period. This continues in line with expectations given unfavourable foreign exchange movements combined with inflationary pressures in the wider market.
The Company generated Adjusted EBITDA of £1.9 million (13%), compared to £1.7 million (13%) in the prior year. The EBITDA margin remained unchanged at 13%, consistent with the prior year. Management continues to focus on cost control initiatives and operational efficiencies to support profitability and sustainable business performance. The adjusted EBITDA excludes unrealised foreign exchange gains and losses arising on the USD-denominated intercompany loan, as management considers these non-cash movements not to reflect the underlying operating performance of the business.
The Company remains committed to environmental sustainability through the ongoing development of environmentally conscious products and the continuous monitoring of the environmental impact of its operations. This commitment is supported by the Company's ISO 14001 accreditation, which provides independent recognition of its environmental management framework.
The Company's operations are exposed to a range of financial risks, including commodity price risk, credit risk, liquidity risk, foreign exchange risk and interest rate risk. The Company continues to operate an established risk management framework designed to identify, monitor and manage these risks and to mitigate their potential impact on financial performance.
Given the size and structure of the Company, responsibility for overseeing financial risk management has not been delegated to a separate Board committee. Oversight remains with the Board of Directors, with the associated policies and controls implemented and monitored by the Company's finance function.
The directors recognise that the Company's route to market continues to present certain challenges. Management monitors developments closely and undertakes forward planning to reduce the potential impact of disruption to import and export activities where possible.
Over the next 12 months, management will continue to monitor margins, key cost drivers and pricing effectiveness, taking appropriate actions to support financial performance. While the effectiveness of these actions remains subject to market conditions, the directors remain focused on maintaining operational efficiency and disciplined cost management.
Given the size and structure of the Company, responsibility for overseeing financial risk management has not been delegated to a separate Board committee. Oversight remains with the Board of Directors, with the associated policies and controls implemented and monitored by the Company's finance function.
The directors recognise that the Company's route to market continues to present certain challenges. Management monitors developments closely and undertakes forward planning to reduce the potential impact of disruption to import and export activities where possible.
Over the next 12 months, management will continue to monitor margins, key cost drivers and pricing effectiveness, taking appropriate actions to support financial performance. While the effectiveness of these actions remains subject to market conditions, the directors remain focused on maintaining operational efficiency and disciplined cost management.
Challenges persist into 2026 as the business seeks to increase sales volumes whilst protecting profitability through customer retention and new business opportunities. The external environment remains uncertain, reflecting ongoing geopolitical developments, inflationary pressures and potential supply chain disruption.
Sustainability remains a key strategic focus for Pregis and continues to support growth opportunities as customers increasingly seek solutions that help achieve their environmental objectives.
The directors believe that the Company maintains a strong balance sheet, supported by healthy cash balances and net assets. The Company continues to monitor emerging risks and maintain appropriate mitigation measures to address potential challenges arising from supply chain disruption, inflationary pressures and geopolitical uncertainty. Management remains focused on delivering profitable growth and operational efficiencies in 2026.
Sustainability remains a key strategic focus for Pregis and continues to support growth opportunities as customers increasingly seek solutions that help achieve their environmental objectives.
The directors believe that the Company maintains a strong balance sheet, supported by healthy cash balances and net assets. The Company continues to monitor emerging risks and maintain appropriate mitigation measures to address potential challenges arising from supply chain disruption, inflationary pressures and geopolitical uncertainty. Management remains focused on delivering profitable growth and operational efficiencies in 2026.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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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 directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 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. 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.
The loss for the year, after taxation, amounted to £296,587 (2024 - loss £1,050,274).
No dividends will be distributed for the year ended 31 December 2025. (2024: £nil)
The directors who served during the year were:
Details of the Company's 'Principal risks and uncertainties' and 'Future developments' for the business are disclosed in the Strategic Report.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditors, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PREGIS LIMITED
We have audited the financial statements of Pregis Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, 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 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PREGIS LIMITED (CONTINUED)
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PREGIS LIMITED (CONTINUED)
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 Auditors' 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:
•The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law, health and safety, pensions legislation and tax legislation.
•We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We assessed the extent of compliance with these legal and compliance procedures as part of our procedures on the related financial statement items.
•The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area.
•We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. We identified the risk of override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed by the engagement team included:
•Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
•Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
•Challenging assumptions and judgments made by management in its significant accounting estimates; and
•Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
The assessment did not identify any issues in these areas.
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-complance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PREGIS LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Richmond House
Walkern Road
Herts
SG1 3QP
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 July 2026 .
The notes on pages 14 to 26 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Pregis 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 trading address of Pregis Limited is Arlington Business Park, Unit 1 The Io Centre, Whittle Way, Stevenage SG1 2BD.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland, not to disclose related party transactions with wholly owned subsidiaries within the group.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
As an exception to the requirements, an entity shall not take into account the effects of Pillar Two legislation when measuring deferred tax assets and deferred tax liabilities.
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
The total turnover of the Company for the year has been derived from its principal activities. The directors believe that it would be seriously prejudicial to the interests of the Company to disclose the analysis of turnover by the class of business and geographical area.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9.Taxation (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Share premium account
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
During the year, the directors identified that withholding tax and interest payable on overdue tax relating to the year ended 31 December 2024 had not been recorded in the Company's accounting records.
This resulted in interest payable and the provisions balance being understated and the intercompany payable balance being overstated in the prior period.
The impact of the restatement is summarised below:
Increase in interest payable: £147,718
Decrease in profit before tax for the year ended 31 December 2024: £147,718
Decrease in intercompany payable balance: £505,282
Increase in provisions: £653,000
Decrease in retained earnings at 31 December 2024: £147,718
The adjustment relates solely to the year ended 31 December 2024 and has no impact on the profit or loss for the year ended 31 December 2025. The comparative figures have been restated accordingly, and the opening reserves for the current year have been adjusted to reflect this correction.
This resulted in interest payable and the provisions balance being understated and the intercompany payable balance being overstated in the prior period.
The impact of the restatement is summarised below:
Increase in interest payable: £147,718
Decrease in profit before tax for the year ended 31 December 2024: £147,718
Decrease in intercompany payable balance: £505,282
Increase in provisions: £653,000
Decrease in retained earnings at 31 December 2024: £147,718
The adjustment relates solely to the year ended 31 December 2024 and has no impact on the profit or loss for the year ended 31 December 2025. The comparative figures have been restated accordingly, and the opening reserves for the current year have been adjusted to reflect this correction.
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £100,514 (2024 - £125,164). There were contributions of £12,091 (2024 - £10,814) payable to the fund at the reporting date.
Pregis Holding Company B.V. is regarded by the directors as being the parent company of Pregis Limited and is the smallest and largest company which includes the company within its consolidated financial statements. These are available at Nijverheidsweg 4, 6422 PD, Heerlen, Netherlands.
The ultimate controlling party is Warburg Pincus Global Growth Fund, a private equity fund registered in the United States at 450 Lexington Avenue, New York, NY 10017, United States of America.
The ultimate controlling party is Warburg Pincus Global Growth Fund, a private equity fund registered in the United States at 450 Lexington Avenue, New York, NY 10017, United States of America.
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