The Directors present their Strategic Report for the year ended 31 December 2025.

The principal activity of the group continued to be that of the supply of goods and services to the food, drink and healthcare industries.

2025 was another year of challenges in supply chains with delays and customer over stocking continuing to affect levels of demand. One key customer chose to switch to an alternative supplier, and the combination of these factors drove the turnover of the company down from £60.7m to £56.7m .

The company plans to continue with their current operations with no significant changes expected in the foreseeable future.

The board and the management committee monitor the group's progress against its groups objectives and financial performance on a regular basis.

The principal risks and uncertainties facing the group include, but are not limited to, economic and market conditions, competitor strategy and actions, industry sector consolidation, currency exposure, credit risk, non compliance with industry standard procedures, staff errors and the effectiveness of internal control systems. The Directors monitor these risks through management meetings and regular dialogue with people in the organisation.

The group acknowledges the importance of maintaining close relationships with its key customers in order to identify the early signs of potential financial difficulties. The directors are monitoring the current situation and associated risks together with those noted above.

Further detail is included within the Directors’ report.

The group uses revenue, gross profit, earnings before interest, tax depreciation and amortisation ("EBITDA"), free cash flows (cash generated from regular business operations less interest paid and income tax expense) and net assets as a means of financial performance indicator.

The overall gross profit was reduced by nearly c£1M; to offset that ongoing administrative expenses were trimmed by c£1.1M. Strong cost management ensured the EBITDA rate was higher than the prior year at 4.93%.

The group’s trading company Berlin Packaging UK Ltd (formerly known as H.Erben Ltd) 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 group. The company now works strategically with the other European business within the Berlin Packaging 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 Ltd 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.

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.

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.

Desirability of the company maintaining a reputation for high standards of business conduct.

Central to the company's success, it develops with customers, suppliers, employees and other stakeholders through forming long term partnerships that provide quantifiable benefits to all parties. For our customers we are able to develop products to keep at the forefront of industry and legislative trends, for our suppliers we are a key way for them to access markets that they do not have knowledge of, for employees we have robust welfare, safety and development policies and for the other stakeholders we try to take an active part in every local community in which we are present.

Central to the company’s success is the relationships it develops with its customers, suppliers, employees and other stakeholders. This has been developed using good lines of communication from the start of a new relationship and building from there on. Innovation is also vital as the groups customers look to the products of the future which have a lower carbon footprint.

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. For more detail, the Berlin Group’s sustainability policy can be found at www.berlinpackaging.eu/en-gb/our-framework .

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 report and the audited financial statements for the year ended 31 December 2025.

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

The results for the year was a profit of £2,560,959 (2024: loss of £737,994).

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

The company has various financial assets and liabilities such as trade receivables and trade payables arising directly from its operations.

Cash flow risk

The company is working hard to meet its working capital targets imposed by the group. Improvement in days sales outstanding (DSO) and Inventory turns is a focus.

Price Risk

The company is exposed to price risk with fluctuations in the market which affect our customers and supply chain.This is managed by ensuring customer contracts are as closely aligned with supplier contracts as possible.

The company manages its cash and borrowing requirements to maximise interest income and minimise interest expense, whilst ensuring adequate liquid resources are available to meet the operating needs of the business. Working capital requirements are financed through retained earnings as far as possible. The company does, however, have the full support of the wider group should any leveraging be required.

The company has limited exposure to interest rate risk as it only has fixed rate borrowings. The directors believe the exposure to interest rate risk is minimal given the availability of flexible funding and support from the ultimate shareholders of the business.

The company mainly trades with entities outside of the UK. Where possible sales are invoiced in the foreign currency to eliminate the exchange risk. To mitigate exchange risks on purchases the company uses forward contracts.

The principal credit risk is with debtors, the company minimises these risks through credit checks and credit insurance.

The company acknowledges the importance of maintaining close relationships with its key customers in order to identify the early signs of potential financial difficulties. The company is also looking to expand the product range offered in the UK by leveraging cross selling from other overseas companies within the group and trying to increase market share of the existing products sold as part of its attempts to mitigate the risk of economic downturn.

The company agrees payment terms with its suppliers when it enters into binding purchase contracts. The company seeks to abide by the terms agreed with suppliers wherever it is satisfied that the supplier has supplied the goods and services in accordance with the agreed terms and conditions. The company seeks to treat all its suppliers fairly. The company had 59 days purchases outstanding at 31 December 2025 (2024: 64 days) based on the average daily amount invoiced by suppliers during the year ended 31 December 2025.

The company did not incur any research and development expenditure during the year (2024: none).

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.

On 1 June 2026, the Company completed the acquisition of Wade Kin Ltd, obtaining 100% of the issued share capital. The acquisition was financed through the issue of additional share capital and the receipt of an intercompany loan from the Company’s parent undertaking. The acquisition is expected to strengthen the Company’s product offering and generate synergies in the healthcare packaging market. As the transaction occurred after the reporting date, no adjustment has been made to the amounts recognised in these financial statements. The initial accounting for the acquisition, including fair value assessments of the assets acquired and liabilities assumed, is ongoing and will be finalised in the next reporting period.

The Company is committed to reducing its environmental impact and improving energy efficiency. In accordance with the UK Government’s Streamlined Energy and Carbon Reporting (SECR) requirements, the following disclosures relate to the year ended 31 December 2025. All reported emissions relate to UK operations.

Energy Consumption (kWh):

The presentation of prior year data has been revised to show transport fuel emissions on a total kWh basis, improving comparability with the current reporting period and aligning with the GHG Protocol reporting framework.

Greenhouse gas emissions (tCO2e):

Emissions intensity

The Company uses emissions intensity ratios to monitor performance and improve comparability year-on-year. The chosen metrics reflect the scale of operations and underlying business activity.

Measures taken to improve energy efficiency

During 2025, the energy usage and carbon emissions reduced due to a combination of consolidation of properties and renegotiation of contracts. The company also started to change its fleet vehicles for full electric vehicles.

Greenhouse gas (GHG) emissions have been quantified and reported in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol), the internationally recognised framework for measuring and managing greenhouse gas emissions. Emissions have also been calculated in line with the UK Government Environmental Reporting Guidelines, using the latest available DESNZ/DEFRA greenhouse gas conversion factors for the reporting period.

The Company has applied the following methodological principles:

• Reporting boundary: Operational control approach, whereby the Company accounts for 100% of emissions from operations over which it has operational control.

• Scope 1 methodology: Calculated using natural gas and diesel consumption data, applying the relevant UK Government greenhouse gas conversion factors.

• Scope 2 methodology: Location-based method, reflecting the average emissions intensity of the electricity grid from which energy is consumed.

• GHG reporting scopes: Emissions are categorised and reported in accordance with the GHG Protocol Scope 1 and Scope 2 reporting requirements.

• Calculation methodology: Emissions are calculated by multiplying activity data (such as energy consumption, fuel usage, business travel mileage or waste volumes) by the relevant DESNZ/DEFRA emission factors.

• Global Warming Potentials (GWPs): Greenhouse gases are reported in tonnes of carbon dioxide equivalent (tCO₂e), using the GWPs adopted within the applicable DEFRA conversion factors.

• Data sources: Activity data has been obtained from utility invoices, meter readings, fuel purchase records, vehicle mileage data, and other operational records, as appropriate.

• Data quality and consistency: The Company seeks to apply a consistent methodology year-on-year to enable meaningful comparison of emissions performance and trends over time. Any material changes to methodology, emission factors or reporting boundaries are disclosed where relevant.

The Company is committed to continually improving the completeness, accuracy and transparency of its greenhouse gas reporting and will review its reporting processes regularly to ensure continued alignment with the GHG Protocol and evolving regulatory requirements.

(2024: The same guidelines were used that were available at the time).

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.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Berlin Packaging UK Ltd have prepared budgets for a period of at least twelve months from the date of signing the financial statements and these evidence that the company is likely to continue its success in the market. This, together with healthy cash flow forecasts, 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 signing date of the financial statements.

Directors' indemnity insurance

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 the statement. (2024: Directors’ indemnity was in place).

Qualifying third-party and pension scheme indemnity provisions

No qualifying third-party or pension scheme indemnity provisions are in place (2024: No qualifying third-party or pension scheme indemnity provisions were in place).

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 UK Ltd (the ‘company’) for the year ended 31 December 2025 which comprise the statement od comprehensive income, statement of financial position, 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 profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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

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.  

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

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;

• Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud;

• 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.

• Performing substantive analytical review procedures reconciling expected income from corroborating evidence to that which had been recorded in the financial statements to ensure that income was complete;

• Performing substantive tests of detail over the completeness/existence of income within the financial system.

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 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 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 statement of comprehensive income has been prepared on the basis that all operations are continuing operations. There were no items of other comprehensive income during the year (2024: none).

The notes on pages 16 to 31 form part of these financial statements.

Berlin Packaging UK Ltd (the "company") is a private company limited by shares incorporated in the United Kingdom. The registered office is Lady Lane Industrial Estate, Hadleigh, Ipswich, Suffolk, IP7 6AS.

These financial statements of Berlin Packaging 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 under the historical cost convention. The principal accounting policies adopted are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

The preparation of the financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.

The company is wholly owned subsidiary of the intermediate parent, Berlin Packaging Holding UK Ltd, registered office Lady Lane, Hadleigh, Ipswich, IP7 6AS. 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, Viale Cristoforo Colombo 12/14, 20090 Trezzano sul Naviglio (MI), Italy. The ultimate parent controlling of Berlin Packaging 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 and exemption permitted not to provide details of transactions entered into with other wholly-owned members of the group.

• 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 401 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.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Berlin Packaging UK Ltd have prepared budgets for a period of twelve months from the date of signing the financial statements and these evidence that the company is likely to continue its success in the market. This, together with healthy cash flow forecasts, 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 signing date of the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

The tax expense represents the sum of the tax currently payable and deferred tax.

Taxation expense for the year comprises current and deferred tax recognised in the reporting period. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.

Current or deferred taxation assets and liabilities are not discounted.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

There is an annual bonus scheme for all employees and these costs are recognised within the year to which they relate. An expense is recognised in the profit and loss account when the group has a legal or constructive obligation to make payments under the plans as a result of past events and a reliable estimate of the obligation can be made.

The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

Rentals payable under operating leases, including any lease incentives received, are charged to statement of comprehensive income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The depreciation policy for Moulds was updated in the 2024 year, to 50% straight line, from 20% straight line. This was updated to reflect the fact pace of design changes in glass within the premium spirits market.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to statement of comprehensive income.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

Investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Cost has been calculated using the weighted average method, to bring the Company in line with its wider Group reporting policies.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in statement of comprehensive income. Reversals of impairment losses are also recognised in statement of comprehensive income.

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

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

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

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 and cash and bank balances, 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.

Other financial assets 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 statement of comprehensive income.

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 statement of comprehensive income.

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 statement of comprehensive income.

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, bank loans, 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.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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

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 and key sources of estimation (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Inventories are valued at the lower cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends.

The company estimates the useful economic life based on the type of intangible asset and other factors made available to the company at the time of purchase. This is reviewed annually for impairment in consideration of current trading. Accumulated amortisation is £2,039,765 (2024: £1,529,823). Amortisation on intangible assets commenced in the 2022 financial year. The uncertainty is the assessment of the useful economic life.

The directors did not identify any significant estimation uncertainty related to these estimates.

An analysis of the company's turnover is as follows:

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2).

There were no amounts paid to directors for loss of office in the year (2024: £Nil).

The tax charge for the year is lower (2024: higher) as the standard rate of tax of 25% (2024: 25%).

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the statement of comprehensive income 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.

Goodwill was created when the assets and trade of Roma International Limited and Raepak Limited were hived up on 31st December 2022. The Goodwill is now being amortised over 10 years.

Roma International Limited was dissolved during the year following completion of a voluntary winding up process commenced in 2022. The related investment had been fully impaired in prior years and no material gain, loss or adjustment arose on dissolution.

Stock value includes an obsolence provision of £518,917 (2024: £518,917).

The amounts owed by group undertakings are unsecured and repayable within 10 years of the date of each loan agreement between 14 September 2032 and 28 March 2033. Each agreement is subject to its own interest rate ranging from the UK Prime interest rate to 6.3%.

A loan from Berlin Packaging UK Ltd to Berlin Packaging Italy S.p.A. for €2,618,883 (£2,297,264) was granted on 27 June 2025, repayable in 10 years.

Amounts owed by group undertakings are unsecured, interest free, and have no fixed date of repayment and are repayable on demand.

Amounts owed by group undertakings are unsecured, interest free, and have no fixed date of repayment and are repayable on demand.

The amounts owed to group undertakings are unsecured and repayable within 10 years of the date of each loan agreement between 29 December 2031 and 19 December 2033. Each agreement is subject to its own interest rate ranging from 5.50% to 8.60%.

A decision was made during the year to repay a loan between Berlin Packaging UK Ltd and Berlin Packaging LLC. €8,381,117 (£7,351,848) was repaid on 26 June 2025, and €1,500,000 (£1,297,692) was repaid on 16 September 2025.

The amounts owed to group undertakings payable within one year and over one year are detailed in note 19 and 20.

Group borrowings were reclassified to reflect the timescales in which the group loans are repayable.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

At the year ended 31 December 2025 there were outstanding pension contributions of £24,064 (2024: £26,513).

The following is the analysis of the deferred tax balances for financial reporting purposes:

The deferred tax asset set out above relates to the net book value being less than the tax written down carried forward value of the asset. The deferred tax liability set out above is expected to reverse over the remaining life of the assets and relates to accelerated capital allowances that are expected to mature within the same period.

The Ordinary shares are voting shares with rights to participate in dividends and capital distributions.

Includes all current and prior year retained profits and losses.

The operating leases represent leases of property and equipment from third parties. The leases are negotiated over terms of 3-10 years and rentals are fixed.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company is a wholly owned member of Berlin Packaging Holding UK Ltd 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. Transactions with other related parties include the annual rent of £170,000 (2024: £170,000) for the building where the company has its registered office, payable to a company owned by two of Berlin Packaging UK Ltd directors.

The immediate parent company is Berlin Packaging Holding UK Ltd a company incorporated in the UK. The registered office is Lady Lane, Hadleigh, Ipswich, IP7 6AS.

The ultimate parent of Berlin Packaging 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.