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Registered number: 04039373
AMCOR FLEXIBLES SWANSEA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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AMCOR FLEXIBLES SWANSEA LIMITED
COMPANY INFORMATION
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W H Leonard (appointed 10 January 2025, resigned 15 May 2025)
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J M Phillips (appointed 6 January 2026)
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AMCOR FLEXIBLES SWANSEA LIMITED
CONTENTS
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Independent auditors' report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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AMCOR FLEXIBLES SWANSEA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report of Amcor Flexibles Swansea Limited for the year ended 31 December 2025.
The Company's principal business is the manufacture and distribution of speciality plastic film and packaging.
During the year the Company saw revenue growth to £31,401,000 (2024: £28,030,000). The continued focus on the Company's operations and cost structures resulted in an improved gross margin. The operating result of £2,660,000 loss (2024: £1,850,000 loss) represents an improvement to underlying operations, after taking into account the one-off defined benefit pension settlement gain of £3,523,000 impacting the prior year result. At the balance sheet date, the Company held net liabilities of £17,644,000 (2024: £12,815,000).
As a member of the Amcor Group, the Company has maintained a consistent strategy and business model. Investments are focussed on making packaging that is increasingly lightweight, recyclable and/or reusable, and with greater recycled content.
The Company looks forward to the 2026 financial year with clear priorities, to keep co-workers safe, offer value to customers and execute effectively in areas under our control. The Company continues to review its operations and cost structures to remain competitive entering the next financial year, however actual results could differ materially to expectation due to a number of risks and uncertainties.
Principal risks and uncertainties
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The Company manages the risks and uncertainties within the Amcor Group and can be impacted by numerous factors, including:
• Changes in customer demand patterns across various industries, alongside losing key customers, a reduction in production requirements could impact sales revenue and profitability;
• Price fluctuations or availability of raw materials, energy and other inputs could adversely impact the business;
• Production, supply and other commercial risks which may be exacerbated during times of economic slowdown;
• Challenging local and international economic conditions may have a negative impact on the business;
• Costs and liabilities related to current and future environmental, social and governance matters or regulatory developments;
• Changing environmental, health and safety laws;
• A failure or disruption in our information technology systems could disrupt our operations, compromise customer, employee, supplier and other data and could negatively affect our business;
• Cybersecurity risks which could disrupt our operations or risk loss of sensitive business information; and
• Potential future outbreaks of contagious diseases could cause disruption across the supply chain and
impact the wider macroeconomic environment.
Our business strategy includes both organic expansion of our existing operations, particularly through efforts to strengthen and expand relationships with customers and product innovation. The Company operates in highly competitive markets and end use areas, each with varying barriers to entry, industry structures, and competitive behaviour. We regularly bid for new and continuing business in the industries and regions in which we operate and we continue to change in response to consumer demand.
We have been able to work closely with our suppliers and customers, leveraging our global capabilities and expertise to work through supply and other resulting issues to date. We collaborate with customers, suppliers and innovators to create industry-leading solutions, and with other stakeholders to increase available infrastructure for waste collection, sorting and recycling, and to inform consumers about the importance of packaging and how to reduce its environmental impacts through recycling. Wherever possible the Company's policy seeks to work with customers to minimise exposure to price volatility by passing through the commodity price risk.
Page 1
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AMCOR FLEXIBLES SWANSEA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company relies on the successful and uninterrupted functioning of information technology systems to manage operations and, as with all such information technology systems, they may be susceptible to failure due to various factors including cyber-attacks. We have implemented an extensive cybersecurity program to identify, assess, and manage risks from cybersecurity threats, including operational safeguards to prevent and detect cyber-attacks, such as employee training and network monitoring.
Financial risk management
The Company’s principal financial assets are bank balances, trade receivables and amounts due from group undertakings. The Company participates in a group cash pooling arrangement, which optimises the use of cash resources across the Amcor Group. This limits the Company’s exposure to default by individual financial institutions. Cash deposits are subject to cross guarantees from the fellow group companies participating in the cash pooling arrangement. The Company manages its credit risk in relation to trade debtors by spreading exposure over a large number of customers.
The Company’s business is principally in Europe and is therefore exposed to movements in exchange rates. The currency risk is managed by entering into forward contracts for key foreign currencies, which fix a significant proportion of these exposures, thereby giving certainty over a substantial part of the company’s income stream and costs. The value of forward contracts is immaterial to the Company. The Company does not enter into speculative financial instruments. The Company is also exposed to raw material price fluctuation but, whilst material and commodity prices are monitored in conjunction with Group policy, it is not considered cost effective to undertake formal commodity hedging arrangements.
The Company is a wholly owned indirect subsidiary of Amcor Plc (“the Group”). Further details of risk factors affecting the Group, which include those of the Company, are discussed in the Group’s annual report (which does not form part of this report) along with a Sustainability Report.
Directors' statement of compliance with duty to promote the success of the Company
In accordance with The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended by the Companies (Miscellaneous Reporting) Regulations 2018, this Section 172 statement explains how the Company’s directors:
• have engaged with employees, suppliers, customers and others; and
• have had regard to employee interests, the need to foster the Company’s business relationships with suppliers, customers and others, in taking principal decisions taken by the Company during the financial year.
The Company’s ultimate parent company is Amcor Plc and the considerations for decision making are embedded at individual board level and across the Group with the directors acting in good faith to promote the success of the Company consistently within Group governance, culture, value, behaviour and strategy referenced within the Strategic Report. The level of information disclosed is consistent with the size and complexity of the business. The Board meet on a periodic basis to consider the key decisions arising to implement the strategic direction as provided by the Amcor Group and the performance of the Company.
When making decisions each director ensures they act in good faith and in a way to promote the Company’s success for the benefit of the members as a whole having regard to:
Long-term sustainability
The Company supports the financing requirements across the Group in a responsible and balanced approach in order to enable the longer term viability of the Company and wider interests of the Group. Key decisions and representations provided by Group to the Company’s Board of directors are considered and executed on a timely basis consistent with Group strategy. Dividends are declared and paid after due consideration of current profitability and adequacy of retained earnings to meet future funding requirements and the overall financial health of the Company.
Page 2
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AMCOR FLEXIBLES SWANSEA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Employees
The directors recognise that continued success is dependent on the ability to identify, attract, motivate, train and retain qualified personnel in key functions and geographical areas encompassed as the “Amcor Way”. The Company is focussed on being a responsible employer, from pay and benefits to our health, safety and workplace environment, where the directors consider the implications of decisions on employees and the wider workforce, where relevant and feasible including a regular Engagement Survey across the businesses. Each work location in the UK has elected employee representatives who are informed and consulted on matters which affect those whom they represent. Where necessary conditions are met, the Company recognises Trade Unions for the same purposes and for collective bargaining to determine terms and conditions of employment. The directors also recognise that pensioners, though no longer employees, also remain important stakeholders.
Suppliers, customers and others
The directors recognise, as members of the Group, the beneficial relationship of working collaboratively across the supply chain from supplier, customers and others. Each company within the Group is bound by Group policies consistent with the culture in all key areas including supplier management and outsourcing and customer conduct. This includes the regular collection of data in order to monitor and evaluate the risk to supply continuity, value and innovation through to customer research and evaluation for management and directors.
Community and environment
The Directors seek to minimise any detrimental impact the Company’s operations may have had on the environment through continued review of work practices, safety, product sustainability and energy efficiency. The Company also supports a range of charitable and community activity locally based on employee involvement. The Company, as a member of the Amcor Group, pledged in 2018 to develop all packaging to be recyclable, compostable or reusable by 2025. As of 30 June 2025, the Group had recycle-ready solutions for 96% of its flexible packaging portfolio by square metre. While our commercial teams partner closely with customers to bring more recycle-ready packaging to the market, we ultimately lack control over the pace at which our customers implement circular packaging solutions. We work closely with customers, recyclers and industry groups to ensure our packaging meets evolving infrastructure and regulatory requirements. By integrating end-of-life considerations into the earliest stages of design, we help to reduce waste, conserve resources and support the transition to a circular economy for packaging. The Amcor Group's Sustainability Report is available at www.amcor.com/sustainability.
Business conduct and acting fairly across key stakeholders
The Company aims to conduct all its business relationships with integrity and courtesy, fulfil each business agreement and act fairly across key stakeholders of the Company. The Directors are aligned with maintaining high standards of governance and the aspiration to be the leading packaging group for the benefit of customers, employees, shareholders, suppliers and the environment. The board aims to provide clear information to the parent company as to the performance of the business in supporting Group strategy of generating strong cash flow, managing differing stakeholder interests, and supporting shareholder value creation.
Page 3
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AMCOR FLEXIBLES SWANSEA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Financial and non-financial key performance indicators
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The directors consider that the key financial performance indicators are those that communicate the financial performance and strength of the Company as a whole, these being turnover, gross profit, operating profit and profit on ordinary activities before taxation as set out in the Statement of Comprehensive Income and are as follows:
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Financial key performance indicators
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Non-financial key performance indicators
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Average number of employees
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Number of workplace accidents
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This report was approved by the board and signed on its behalf.
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M C Burrows
Director
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Page 4
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AMCOR FLEXIBLES SWANSEA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The loss for the year, after taxation, amounted to £4,829,000 (2024 - loss £4,253,000).
The Company did not pay a dividend during the year (2024: £nil) and does not recommend the payment of a final dividend.
The directors who were in office and served during the year and up to the date of signing the financial statements were:
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W H Leonard (appointed 10 January 2025, resigned 15 May 2025)
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Statement of directors' responsibilities in respect of the financial statements
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The directors are responsible for preparing the Annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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.
Disclosure of information to auditors
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In the case of each director in office at the date the Directors' Report is approved:
∙so far as the director is aware, there is no relevant information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant information and to establish that the Company's auditors are aware of that information.
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AMCOR FLEXIBLES SWANSEA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Research and development activities
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The Company is committed to research and development activities in order to secure its position in the markets in which it operates. Research and development expenditure is charged to the Statement of Comprehensive Income during the period which it is incurred.
Employee involvement
Employees are regularly provided with information concerning the performance and prospects of the business. Views of employees are sought through management consultation and the forums, briefing groups, or employee representatives are informed and consulted on matters which affect them or those whom they represent. These processes allow the views of personnel to be taken into account.
Disabled employees
The Company’s equal opportunity policy encourages the employment and development of suitable people including those with disabilities. No unnecessary limitations are placed on the type of work that they perform and the policy ensures that, in appropriate cases, consideration is given to modifications to equipment or premises and to adjustments in working practices. The policy contains a code of good practice for those who become disabled whilst in employment to ensure they receive the necessary support needed, wherever possible, enabling them to continue in their role. In consultation with the individual this will involve whatever reasonable adjustments are possible alongside consideration of other positions where the individual's skills and abilities match the requirements of the role.
Streamlined Energy and Carbon Reporting
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The Company is exempt from disclosure requirements concerning streamlined energy and carbon reporting, under paragraph 20C of the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
Matters covered in the Strategic report
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Details of the likely future developments in the Company's business and financial risk management have been included within the Strategic Report.
The Company has conducted an assessment of events after the balance sheet date and concluded that no events have occurred which materially affect the Company requiring additional disclosure or adjustment to the financial statements.
This report was approved by the board and signed on its behalf.
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M C Burrows
Director
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Page 6
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AMCOR FLEXIBLES SWANSEA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMCOR FLEXIBLES SWANSEA LIMITED
Opinion
We have audited the financial statements of Amcor Flexibles Swansea Limited (the 'Company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’), and applicable law; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and Directors’ Report have been prepared in accordance with applicable legal requirements.
Page 7
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AMCOR FLEXIBLES SWANSEA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMCOR FLEXIBLES SWANSEA LIMITED (CONTINUED)
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of the directors
As explained more fully in the directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our assessment focused on key laws and regulations the Company has to comply with and areas of the financial statements we assessed as being more susceptible to misstatement. These key laws and regulations included but were not limited to compliance with the Companies Act 2006, UK adopted international accounting standards, United Kingdom Generally Accepted Accounting Practice (UK GAAP) and relevant tax legislation.
We are not responsible for preventing irregularities. Our approach to detecting irregularities included, but was not limited to, the following:
∙obtaining an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework;
∙obtaining an understanding of the entity’s policies and procedures and how the entity has complied with these, through discussions and walkthrough tests of key systems;
∙designing our audit procedures to respond to our risk assessment; and
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.
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AMCOR FLEXIBLES SWANSEA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMCOR FLEXIBLES SWANSEA LIMITED (CONTINUED)
To address the risk of fraud through management bias and override of controls, we conducted the following procedures:
∙tested journal entries to identify any non-routine or unusual transactions outside the course of ordinary business;
∙assessed whether judgements and assumptions made in determining any accounting estimates were indicative of potential bias;
∙investigated the rationale behind significant or unusual transactions;
∙reviewed descriptions of certain nominal codes for indication of any management override; and
∙considered the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
In response to the risk of irregularities in relation to non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring with management as to actual and potential litigation and claims; and
∙reviewing relevant nominal codes for indications of ongoing litigation and claims.
Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities from fraud are inherently more difficult to detect than those arising from error.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of this report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Jayne Fotheringham (Senior statutory auditor)
for and on behalf of
Cooper Parry Group Limited
Statutory Auditor
Sky View, Argosy Road
East Midlands Airport
Castle Donington
Derby
DE74 2SA
1 July 2026
Page 9
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AMCOR FLEXIBLES SWANSEA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Other comprehensive income:
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Items that will not be reclassified to profit or loss:
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Actuarial gain on defined benefit pension scheme
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Total comprehensive expense for the year
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The notes on pages 13 to 29 form part of these financial statements.
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Page 10
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AMCOR FLEXIBLES SWANSEA LIMITED
REGISTERED NUMBER: 04039373
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Fixed assets held for sale
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Debtors: amounts falling due within one year
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Creditors: falling due within one year
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Total assets less current liabilities
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Capital redemption reserve
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Total shareholders' funds
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
M C Burrows
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The notes on pages 13 to 29 form part of these financial statements.
Page 11
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AMCOR FLEXIBLES SWANSEA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Capital contribution reserve
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Total shareholders' funds
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Loss for the financial year
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Actuarial gains on pension scheme
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Total comprehensive expense for the year
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Loss for the financial year
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Total comprehensive expense for the year
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The notes on pages 13 to 29 form part of these financial statements.
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Page 12
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Amcor Flexibles Swansea Limited is a private company limited by shares and is incorporated and domiciled in the United Kingdom. The address of its registered office is Siemens Way, Swansea Enterprise Park, Swansea, West Glamorgan, SA7 9BB, Wales.
The Company's principal business is the manufacture and distribution of specialty plastic film and packaging.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared on a going concern basis, under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are presented in GBP and rounded to the nearest thousand, unless otherwise stated.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The Company has taken advantage of the exemption under s401 of the Companies Act 2006 not to prepare group financial statements as a wholly owned subsidiary of Amcor Plc.
The following principal accounting policies have been applied consistently throughout the year.
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Financial reporting standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flow;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e),
11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Amcor Plc as at 30 June 2025 and 30 June 2026, and copies of these financial statements may be obtained from the Group's website at www.amcor.com/investors.
Page 13
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The financial statements of the Company have been prepared on a going concern basis. The Company is reliant on the support of the Amcor Group, through continued access to Group cash pool facilities to fund its liabilities as they fall due, given the losses incurred in the current and prior years. The Company has received a letter of support from Amcor plc and the directors are satisfied that Amcor plc will continue to have access to adequate liquidity and resources for the foreseeable future within its subsidiaries, including the Company.
In reaching this assessment the directors have considered a variety of information related to present and future projections of profitability, cash flows and capital resources, including the current economic climate in light of ongoing global conflicts and high interest rates. The directors believe that the Company and Group's cashflow, together with borrowings available under credit and bank facilities, will continue to provide sufficient liquidity to fund operations, capital expenditure and other commitments into the foreseeable future.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the amount turnover can be reliably measured. Turnover is recognised at a point in time, when the significant risks and rewards of ownership of the supplied goods transfer to the customer, typically in accordance with:
• The Company having transferred physical possession of the asset;
• The customer accepting the asset and holding legal title to the asset; and
• The Company having a present right to payment for the asset.
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates or similar incentives, and sales taxes.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Page 14
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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.
Depreciation is provided on the following basis:
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Long-term leasehold property
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Assets under construction
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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.
A review for impairment of tangible assets is carried out if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and the value in use. Value in use is based on the present value of the future cash flows relating to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
Investments in subsidiaries are measured at cost less accumulated impairment.
The directors perform an annual impairment assessment and where a potential exposure is identified a full impairment review. To assess the carrying value of the investments the directors consider underlying net asset values and future earnings where appropriate. Any impairment recognised is taken to the Statement of Comprehensive Income. Where the directors become aware that the circumstances that gave rise to a previous impairment are no longer applicable the impairment is reversed. The credit is recognised in the Statement of Comprehensive Income.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Raw Material Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads and are valued at standard cost.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 15
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, loans from banks and other third parties, and loans to related parties.
Financial assets and liabilities are initially measured at the present value of the future cash flows and subsequently measured at amortised cost using the effective interest method.
Financial assets measured amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If necessary, an impairment loss is recognised in the Statement of Comprehensive Income, measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the original effective interest rate.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate.
Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
Page 16
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Defined benefit pension plan
The Company operated a defined benefit plan for certain employees. On 21 June 2024, the assets and liabilities of the defined benefit pension scheme were bulk transferred in their entirety into a new pension plan, sponsored by the immediate parent company, Amcor Holding. As a result, the assets and liabilities of the scheme were henceforth recognised by the parent company and not the Company.
Actuarial gains and losses arising from changes in actuarial assumptions were charged or credited to other comprehensive income.
The net interest cost was calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost was recognised in the Statement of Comprehensive Income as 'other finance costs'.
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Interest income is recognised in the Statement of Comprehensive Income the effective interest method.
Page 17
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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Critical accounting estimates and judgements
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Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
3.1 Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Management does not believe there are any critical estimates or assumptions which could cause significant risk of material adjustment to the carrying amounts of assets and liabilities within the next financial year.
3.2 Critical judgements in applying the entity's accounting policies
The Company makes judgements concerning the future in applying the Company's accounting policies. Management does not believe there are any critical judgements which could cause significant risk of material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Page 18
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The whole of the turnover is attributable to the principal activity of the Company, the manufacture and distribution of specialty plastic film and packaging goods.
Analysis of turnover by country of destination:
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Defined benefit pension bulk transfer settlement
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(Loss) on disposal of tangible assets
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The operating loss is stated after charging/ (crediting):
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Research & development charged as an expense
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Depreciation of tangible fixed assets
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(Reversals of)/ impairment of stocks
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(Reversals of)/ impairment of trade receivables
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Defined contribution pension cost
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Fees payable for the audit of the Company's financial statements
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Page 19
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of persons, (including directors), during the year was as follows:
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The directors' emoluments were as follows:
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Company contributions to defined contribution pension schemes
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The emoluments of some directors are paid by fellow group companies, which make no recharge to the Company. These directors are directors of a number of fellow subsidiaries and it is not possible to make an accurate apportionment of their emoluments in respect of each of the subsidiaries. Accordingly no emoluments in respect of such directors are disclosed in these financial statements.
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Interest receivable and similar income
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Page 20
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest payable and similar expenses
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Net interest cost on defined benefit pension scheme
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Page 21
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Loss before tax multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Movement in deferred tax not recognised
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Total tax charge for the year
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The corporation tax receivable for the year has been reduced by £764,000 (2024: £262,000) because of group relief surrendered to a fellow subsidiary, for which no payment will be made (2024: £Nil).
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Factors that may affect future tax charges
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There are no factors which may affect future tax charges.
Page 22
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Long-term leasehold property
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Assets under construction
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Transfers between classes
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Page 23
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The following were direct subsidiary undertakings of the Company:
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Amcor Flexibles Distribution Espana SL
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Avenida Sant Julia, 222 Granollers, Barcelona, Spain
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Bemis Flexible Packaging Canada Ltd
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180 Dundas St. West Suite 1200 Toronto ON, M5G 1Z8, Canada
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The directors consider the value of the investments to be supported by their underlying assets.
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Raw materials and consumables
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Work in progress (goods to be sold)
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Finished goods and goods for resale
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Stocks are stated after provision for impairment of £889,000 (2024: £1,093,000).
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Page 24
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free, and repayable on demand.
Trade debtors are stated after provision for impairment of £158,000 (2024: £33,000).
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, bear interest at various rates and repayable on demand.
Bank overdrafts are unsecured, repayable on demand and interest is payable at various rates. See note 27 for details of the security in place in respect of the group cash pooling arrangement in which the Company participates.
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Page 25
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Financial assets measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise cash at bank and in hand, trade debtors, amounts owed by group undertakings and other debtors.
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Financial liabilities measured at amortised cost comprise bank overdrafts, trade creditors, amounts owed to group undertakings and other creditors.
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The Company has not recognised a net deferred tax asset of £4,209,000 (2024: £3,794,000) on the basis that there is not sufficient certainty of its capacity to utilise them in future.
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At 31 December 2025, the Company had capital commitments of £77,000 (2024: £23,000).
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Defined contribution pension scheme
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. There are no outstanding contributions payable at the balance sheet date (2024: £Nil).
Defined benefit pension scheme
The Company operated a defined benefit pension scheme. In the prior year, on 21 June 2024, the assets and liabilities of the defined benefit pension scheme were transferred in their entirety into a new pension plan, by means of a bulk transfer. The new pension plan is not sponsored by the Company, instead being sponsored by the immediate parent company, Amcor Holding. As a result, the assets and liabilities of the scheme were henceforth recognised by the parent company and not the Company. This crystallised a net settlement gain of £3,523,000 in the prior year. Following the bulk transfer, the Company remains a participating employer of the new pension plan, however the Company’s liability in respect of the scheme obligations is immaterial.
Page 26
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
23.Pension commitments (continued)
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Reconciliation of present value of plan liabilities:
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At the beginning of the year
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Reconciliation of present value of plan assets:
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At the beginning of the year
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Interest income on plan assets
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The amounts recognised in the Statement of Comprehensive Income are as follows:
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The amount of actuarial gains recognised in the Statement of Comprehensive Income for the year was £nil (2024: £378,000).
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Page 27
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Commitments under operating lease
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Allotted, called up and fully paid
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6,899,407 Ordinary shares of £1.00 each
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There is a single class of ordinary shares, with no restrictions on the distribution of dividends or repayment of capital.
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Capital contribution reserve
In 2020, following a group restructure, a capital contribution was made to the Company in the form of an investment in Bemis Flexible Packaging Canada Ltd and a cash contribution. The contributed assets are held as part of the capital and reserves of the Company and are not for the purposes of the Company’s trade.
Profit and loss account
The profit and loss account represents the accumulated profits, losses and distributions of the Company.
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The Company participates in Group cash pooling arrangements between banking providers and other members of the Amcor Group. All members of the Group cash pool arrangements are jointly and severally liable for any payment default. As at 31 December 2025 the cash pools were in a negative net position of £3,755,000 (2024: £7,616,000 negative).
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Page 28
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AMCOR FLEXIBLES SWANSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Ultimate parent and controlling party
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The immediate parent undertaking is Amcor Holding registered in England and Wales, UK.
The ultimate parent and controlling party is Amcor plc, a company incorporated in Jersey, Channel Islands. This is the largest and smallest group to consolidate these financial statements. The registered office is the same as that of the Company and copies of Amcor plc consolidated financial statements can be obtained from the Group's website at www.amcor.com/investors.
Page 29
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