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

The principal activity of the company during the year was a holding company. The company plans to continue with their current operations with no significant changes expected in the foreseeable future.

The company is primarily a holding company but does incur legal and professional fees and some non-cash interest charges on intercompany loans. The only trading activities carried out by the company relate to providing finance for the subsidiary company. The principal activity of the subsidiary companies was that of the supply of goods and services to the food, drink and healthcare industries.

As a holding company, majority of company’s assets consists of investments in, and loans to, subsidiary undertakings, accordingly principal risks of the company relate to its inability to recover the carrying value of its investments and loans.

The principal risks and uncertainties facing the subsidiaries include, but are not limited to, economic and market conditions, competitor strategy and actions, industry sector consolidation, currency exposure, credit risk, noncompliance with industry standard procedures, staff errors and the effectiveness of internal control systems.

The directors of these companies monitor these risks through management meetings and regular dialogue with people in the organisation. The companies acknowledge the importance of maintaining close relationships with its key customers in order to identify the early signs of potential financial difficulties.

As shown in the company’s profit and loss account, the company’s loss before tax for the year ended 31 December 2025 is £457,675 (2024: £457,124). The company has no trading income and therefore the loss is mainly attributed to interest payable to group companies. The balance sheet shows the company’s financial position at the year end. Net assets decreased from £1,508,523 in 2024 to £1,050,848 in 2025 as a result of the activity during the year.

The company has not identified any key performance indicators due to the nature of its operations as a holding company and as described in the business review above.

The following paragraphs relate to Berlin Packaging UK Ltd, of which Berlin Packaging Holding UK Ltd is the immediate parent:

The group's trading company Berlin Packaging UK Ltd (formally known as H.Erben Limited) was founded in 1954 and for many years operated as a traditional, family-run business. In more recent years the company became a member of the Berlin Packaging UK group. The company now works strategically with the other European businesses within the Berlin Packaging UK group led by the group headquarters in Milan in order to meet the targets defined by the shareholders and focus on working capital improvement and aged stock reduction.

During the year ended 31 December 2025 the board of directors of Berlin Packaging UK group considers, as individuals and collectively, that it has acted in a way that considers good faith and would most likely promote the success of the group for the benefit of its stakeholders as a whole.

Interests of employees

The experienced management team have worked in the business for many years. The management team are hands-on and committed to the highest standard of business conduct.

Employee welfare is at the forefront of the company. Health and safety forms the forefront of all business meetings within the company.

The company holds business forums with the employees to discuss the overall business strategy and to update the employees on business initiatives. The company also operates an employee bonus scheme that is based on growth in EBITDA in the trading company.

The company is proud of its long serving workforce who have supported the company for many years. The directors take a keen interest in engaging with employees and promoting their welfare.

The wider group has a dedicated ESG team in EMEA devoted to driving improvements in our environmental performance and we have appointed a permanent member of staff in Berlin Packaging UK Ltd. All investments have strict environmental criteria attached to them and every product is assessed based on Life Cycle and sustainability. We ensure all new products meet sustainability improvement targets before launch.

Berlin Packaging UK Ltd provides monthly management reports to the European group headquarters in Milan. These include cashflow forecasting, stock analysis, sales analysis, profitability and trade working capital. A monthly close calendar is issued to all European group entities to help meet the European group reporting deadlines who in turn then report to the US. Regular meetings are held between Berlin Packaging UK and the European group headquarters analysing the performance of the group on a monthly basis.

On behalf of the board

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

The results for the year are set out on page 8.

No dividends were paid, declared or recommended during the year or subsequent to the year end (2024: Nil)

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

The company's principal financial instruments include intercompany loans. A full analysis of the company’s risk is set out in the strategic report.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources, it exists primarily as a holding company to Berlin Packaging UK Ltd, a profitable operating entity. Considering the healthy forecasts of Berlin Packaging UK Ltd, we confirm that the company will have available funds and access to cash to meet its liabilities as they fall due and continue to trade as a going concern for a period of at least twelve months from the signing date of the financial statements.

The company has made qualifying third-party indemnity provisions for the benefit of its directors which were in place during the year and remain in force at the date of approval of this report. (2024: Director’s indemnity was in place).

On 15 February 2026, armed conflict commenced in Iran following regional military escalation and this has had a significant impact on the world economy. The Company's operations are predominantly based in the United Kingdom and it has no direct trading activities or physical presence in Iran. As the conditions giving rise to the conflict did not exist at the reporting date, this event is classified as a non-adjusting event under FRS 102 and no adjustments have been made to the 2025 financial statements.

Subsequent to the balance sheet date, on 1 June 2026, a wholly owned subsidiary of the Company acquired 100% of the issued share capital of Wade Kin Ltd. To facilitate the acquisition, the Company issued additional share capital and provided additional funding to the subsidiary by way of increased intercompany investment. As the transaction took place after the reporting date, no adjustment has been made to the amounts recognised in these financial statements. The acquisition forms part of the Group's strategy to expand its presence in the healthcare packaging market and enhance its product offering.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

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; and

• 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 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 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.

Each of the persons who are directors at the time when this Directors’ Report is approved has confirmed that:

• So far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

• They have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

We have audited the financial statements of Berlin Packaging Holding UK LTD (the ‘company’) for the year ended 31 December 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including material accounting policies. The financial reporting framework that has been applied in the preparation of the company’s financial statements 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 31 December 2025 and of the Company’s loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor 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 ethical responsibilities in accordance with those 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 other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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 directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

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 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below: 

• Enquiry of management, those charged with governance and the entity’s solicitors (or in-house legal team) around actual and potential litigation and claims;

• Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;

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

• Reviewing minutes of meetings of those charged with governance;

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

• Discussion among the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud

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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.  

Use of our report

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

The profit and loss account has been prepared on the basis that all operations are continuing operations. There were no items of other comprehensive income or expense during the year (2024: none).

The notes on pages 11 to 18 form part of these financial statements.

The notes on pages 11 to 18 form part of these financial statements.

The notes on pages 11 to 18 form part of these financial statements.

Berlin Packaging Holding UK Ltd is a private company limited by shares incorporated in United Kingdom and registered in England and Wales. The registered office is Lady Lane, Hadleigh, Ipswich, Suffolk, IP7 6AS.

These financial statements of Berlin Packaging Holding UK Ltd have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, “The Financial Reporting Standard applicable in United Kingdom and the Republic of Ireland “(“FRS102”) and the Companies Act 2006.'

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

The financial statements have been prepared on a going concern basis under the historical cost convention. The principal accounting policies adopted have been applied consistently, other than where new policies have been adopted. The principal accounting policies are set out below.

Berlin Packaging Holding UK Ltd is wholly owned subsidiary of Berlin Packaging Europe S.p.A., registered office, Viale Cristoforo Colombo 12/14, 20090 Trezzano sul Naviglio (MI), Italy. The financial statements of the company are consolidated in the financial statements of Berlin Packaging Europe S.p.A. These consolidated financial statements are available from its registered office. The ultimate parent controlling of Berlin Packaging Holding UK Ltd is Oak Hill Capital Partners III L.P. (a Cayman Islands Exempted Limited Partnership). No individual holds more than 25% of the share capital.

FRS102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with. The company has taken advantage of the following exemptions in its financial statements:

• from preparing a statement of cash flows, on the basis that the company's results are included in the Group's consolidated statement of cash flows; FRS 102 p1.12(b) and

• from the financial instrument disclosures, required under FRS 102 paragraphs 11.39 to 11.48A and paragraphs 12.26 to 12.29, as the information is provided in the consolidated financial statement disclosures, FRS 102 p1.12(c).

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

• A reconciliation of the number of shares outstanding at the beginning and end of the period.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources, it exists primarily as a holding company to Berlin Packaging UK Ltd, a profitable operating entity. Considering the healthy forecasts of Berlin Packaging UK Ltd, we confirm that the company will have available funds and access to cash to meet its liabilities as they fall due and continue to trade as a going concern for a period of at least twelve months from the signing date of the financial statements.true

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

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

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

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

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Determining whether there are indicators of impairment of the company’s fixed asset investments. Factors taken into consideration in reaching such a decision include the expected future financial performance of the subsidiaries.

There we no fees incurred in relation to non-audit services during the year (2024: Nil).

The audit fees are incurred by the subsidiary Berlin Packaging UK Ltd and not recharged to the Company.

The average monthly number of persons (including directors) employed by the company during the year was nil (2024: nil).

Two directors were paid in the year by Berlin Packaging UK Ltd. The total directors' remuneration paid was £499,603 (2024: £470,882) with the remuneration of the highest paid director being £299,962 (2024: £293,840).

There were no recharges to Berlin Packaging Holding UK Ltd and it is not possible to accurately apportion the remuneration to services rendered for the holding company.

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

The company is within the scope of the OECD Pillar Two (Pillar Two) model rules as it is a member of the Berlin Packaging Group, which is a multi-national entity within the scope of Pillar Two. Pillar Two legislation, including a qualified domestic minimum top-up tax (QDMTT), has been enacted and is effective in the UK. While the entity is in scope of the legislation, the UK is expected to meet one of the applicable safe harbours based on the analysis performed and thus there is no top-up tax under Pillar Two.

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

The amount owed by group undertakings is unsecured, repayable on demand and interest free.

The amounts owed to group undertakings are unsecured and repayable within 10 years of the date of each loan agreement between 18 February 2031 and 15 September 2032. Each agreement is subject to its own interest rate ranging from 3.32% to 6.30%.

The amounts owed to group undertakings payable within one year and over one year are detailed in note 11 and 12.

The company has one class of ordinary shares which carry no fixed right to income.

Other reserves relate to the capital contribution from the group in 2018 to buy the remaining 50% share capital of Berlin Packaging SA (PTY) Ltd.

The company is a wholly-owned member of Berlin Packaging Europe S.p.A. and as such has taken advantage of the exemption permitted by Section 33 Related Party Disclosures, not to provide details of transactions entered into with other wholly-owned members of the group.

At the year end, the immediate parent undertaking is B.G. Holdings S. P. A., a company incorporated in Italy. The registered office address is Trezzano Sul Naviglio (MI) Via Cristoforo Colombo 12/14.

At the year end, the ultimate parent controlling Berlin Packaging Holding UK Ltd is Oak Hill Capital Partners III L.P. (a Cayman Islands Exempted Limited Partnership) The registered office address is 65 East 55th Street, New York City, NY 10022, USA. No individual holds more than 25% of the share capital.

The parent undertaking of the smallest group of undertakings for which Consolidated Financial Statements are drawn up is Berlin Packaging (Europe) S.P.A and these financial statements can be found at Viale Cristoforo Colombo 12/14, 20090 Trezzano sul Naviglio (MI).

The parent undertaking of the largest group of undertakings for which Consolidated Financial Statements are drawn up is Berlin Packaging Holdings LLC and these financial statements can be found at 222 W Merchandise Mart Plaza Suite 440, Chicago, IL, 60654, North America.