Financial Statements
For the period ended 31 December 2025
Registered number: NI725578
Company Information
Contents
Group strategic report
For the period ended 31 December 2025
The directors present their Strategic report for the period ended 31 December 2025.
The Company was incorporated on 20 January 2025 and as such these financial statements cover the Company's first reporting period, from incorporation to 31 December 2025.
The Company was incorporated on 20 January 2025 and as such these financial statements cover the Company's first reporting period, from incorporation to 31 December 2025.
On 26 February 2025, the Company completed the acquisition of CB Paper Sacks Ltd. (formerly, MM Bangor Ltd.). This represents a key milestone in the Group’s establishment and the execution of its investment strategy.
During the period, the Group focused on integrating the acquired business and advancing its operational and strategic objectives. Particular emphasis was placed on establishing effective governance, strengthening operational processes, defining a scalable growth strategy and ensuring continuity of supply to customers.
The Group operates in a competitive market within the UK and Ireland. Competitive pressures may result in reduced sales or margin compression.
The Group mitigates this risk by delivering value-added services, maintaining responsive customer service, and fostering strong relationships with customers and suppliers.
The Group is also exposed to supply chain risks, particularly in light of ongoing geopolitical uncertainty. To address this, procedures have been implemented to strengthen supplier relationships and improve supply chain resilience.
Price, Foreign Exchange and Liquidity Risk
The Group is exposed to commodity price risk, particularly in relation to paper and polyethylene. Given the size of the Group, the cost of implementing formal hedging strategies is considered to outweigh the potential benefits. Price fluctuations are therefore managed operationally where possible.
Foreign exchange risk arises due to transactions in both GBP and EUR. This exposure is mitigated through natural hedging, as the Group both purchases and sells in these currencies.
Liquidity risk is managed through careful monitoring of cash flows and maintaining appropriate levels of working capital.
The Group mitigates this risk by delivering value-added services, maintaining responsive customer service, and fostering strong relationships with customers and suppliers.
The Group is also exposed to supply chain risks, particularly in light of ongoing geopolitical uncertainty. To address this, procedures have been implemented to strengthen supplier relationships and improve supply chain resilience.
Price, Foreign Exchange and Liquidity Risk
The Group is exposed to commodity price risk, particularly in relation to paper and polyethylene. Given the size of the Group, the cost of implementing formal hedging strategies is considered to outweigh the potential benefits. Price fluctuations are therefore managed operationally where possible.
Foreign exchange risk arises due to transactions in both GBP and EUR. This exposure is mitigated through natural hedging, as the Group both purchases and sells in these currencies.
Liquidity risk is managed through careful monitoring of cash flows and maintaining appropriate levels of working capital.
As this is the Group’s first reporting period, the directors consider that detailed financial key performance indicators are limited.
Performance is monitored primarily through:
• Adjusted EBITDA;
• Cash flows and funding requirements; and
• Costs incurred relative to budget.
Performance is monitored primarily through:
• Adjusted EBITDA;
• Cash flows and funding requirements; and
• Costs incurred relative to budget.
Page 1
Group strategic report (continued)
For the period ended 31 December 2025
The directors also monitor non-financial performance indicators, including:
• Progress in integrating the acquired business;
• Development and implementation of new operational processes; and
• Health and safety
• Progress in integrating the acquired business;
• Development and implementation of new operational processes; and
• Health and safety
This report was approved by the board on 11 June 2026 and signed on its behalf.
Page 2
Directors' report
For the period ended 31 December 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
The Company was incorporated on 20 January 2025 and as such these financial statements cover the Company's first reporting period, from incorporation to 31 December 2025.
The Company was incorporated on 20 January 2025 and as such these financial statements cover the Company's first reporting period, from incorporation to 31 December 2025.
The loss for the period, after taxation, amounted to £163,460. EBITDA for the period was £1,076,306.
The directors do not recommend the payment of a dividend.
The directors who served during the period were:
The Directors are not aware of any likely changes in the Company and Group's activities in the next year.
Page 3
Directors' report (continued)
For the period ended 31 December 2025
Under Schedule 7.1A of 'Large and Medium-Sized Companies and Groups (Accounting and Reporting) Regulations 2008', the Company and Group has elected to disclose the following directors' report information in the Strategic Report:
∙Principal activity and business review;
∙Principal risks and uncertainties; and
∙Financial key performance indicators.
There have been no significant events affecting the Group since the period end.
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 11 June 2026 and signed on its behalf.
Page 4
Independent auditor's report to the members of Cordovan Acquisitions II Limited
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
Our responsibilities, and the responsibilities of the directors, with respect to going concern are described in the relevant sections of this report.
The Company was incorporated on 28 January 2025. This is the first year in which Grant Thornton (NI) LLP were appointed as external auditors for these financial statements for the period ended 31 December 2025.
Page 5
Independent auditor's report to the members of Cordovan Acquisitions II Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report and the Strategic Report for the financial period for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Page 6
Independent auditor's report to the members of Cordovan Acquisitions II Limited (continued)
Page 7
Independent auditor's report to the members of Cordovan Acquisitions II Limited (continued)
We apply professional scepticism throughout the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
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.
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants
Statutory Auditors
Belfast
11 June 2026
Page 8
Consolidated statement of comprehensive income
For the period ended 31 December 2025
Page 9
Consolidated balance sheet
As at 31 December 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 June 2026.
The notes on pages 16 to 38 form part of these financial statements.
Page 10
Company balance sheet
As at 31 December 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 June 2026 .
The notes on pages 16 to 38 form part of these financial statements.
Page 11
Consolidated statement of changes in equity
For the period ended 31 December 2025
Page 12
Company statement of changes in equity
For the period ended 31 December 2025
Page 13
Consolidated statement of cash flows
For the period ended 31 December 2025
Page 14
Consolidated analysis of net debt
For the period ended 31 December 2025
Page 15
Notes to the financial statements
For the period ended 31 December 2025
The Company is a private company limited by shares, registered in England and Wales. The address of the registered office is Suite 204, The Kelvin, 17 College Square East, College Square East, Belfast, Northern Ireland, BT1 6DE.
The Company was incorporated on 20 January 2025 and as such these financial statements cover the Company's first reporting period, from incorporation to 31 December 2025.
The Company was incorporated on 20 January 2025 and as such these financial statements cover the Company's first reporting period, from incorporation to 31 December 2025.
2.Accounting policies
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The amendments early adopted relate principally to:
Leases (Section 20)
Under the revised lease accounting requirements, the Group recognises a right of use asset and a corresponding lease liability for most lease arrangements at the commencement date. The lease liability is measured at the present value of future lease payments, discounted using the interest rate implicit in the lease or, where this cannot be readily determined, the Group incremental borrowing rate. The right of use asset is initially measured at an amount equal to the lease liability, adjusted for any lease payments made at or before commencement.
The Group has applied the permitted recognition exemptions for short term leases and leases of low value assets, with payments in respect of these leases recognised as an expense on a straight line basis over the lease term.
The revised lease accounting requirements have been applied prospectively from the date of initial application, with no restatement of comparative information, in accordance with FRS 102.
Page 16
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
Revenue (Section 23)
Under the revised revenue recognition requirements, revenue is recognised when (or as) the Group satisfies a performance obligation by transferring control of a promised good or service to a customer. The amount recognised reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
The Group applies the five step model set out in Section 23 to:
1. Identify the contract with a customer
The revised revenue requirements have been applied in accordance with the transition provisions of FRS 102.
The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The parent company is a holding company of the subsidiary and operates as a financing vehicle. Whilst the parent company is generating a loss arising from the interest accruing on the related party debt, the operating subsidiary provides the necessary cash in order to support the liabilities of the parent company as they fall due
Page 17
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Page 18
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
The Group has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group adjusts the transaction prices of these contracts for the time value of money.
Sale of goods
Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Group and the customer.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss 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.
Page 19
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of comprehensive income over its useful economic life.
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.
Page 20
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
Depreciation is provided on the following basis:
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.
Page 21
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
At the commencement date of the lease, the Group recognises a right-of-use asset which is measured at cost. The cost of the right-of-use asset comprises:
for restoring the underlying asset to the condition required under the terms of the lease.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives. When impairment indicators exist, the right-of-use asset is assessed for impairment. For leases where it is highly probable that the purchase option will be exercised and ownership of the underlying asset transferred to the lessee by the end of the lease term, the entity depreciates the right-ofuse asset from the commencement date to the end of the useful life of the underlying asset. Right-of-use assets are presented within the tangible fixed assets line in the balance sheet.
Lease liabilities
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the obtainable borrowing rate as the interest rate implicit in the lease cannot be readily determined. The obtainable borrowing rate is the rate of interest the Group would have to pay to borrow, over a similar term, an amount similar to the total undiscounted value of the lease payments included in the measurement of
the lease liability.
The lease payments include:
The variable payments that are based on a percentage of revenue earned are not considered in calculating the lease liability balance and are recognised in profit or loss when incurred.
In addition, the lease liability is remeasured if there is a change in the lease payments, a change in the lease term, a change in the assessment of an option to purchase the underlying asset or a modification (that is not accounted for as a separate lease).
The lease liability is presented within creditors in the balance sheet.
Page 22
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an outright short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small Group, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Page 23
Notes to the financial statements
For the period ended 31 December 2025
Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
There were no significant judgements, apart from those involving estimates, made by the directors which had a significant effect on the amounts recognised in these financial statements.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are:
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of property, plant and equipment.
Estimates are made in respect of the recoverable value of trade and other debtors. When assessing the level of provisions required, factors including current trading experience, historical experience and the ageing profile of debtors are considered.
(c) Impairment of stock
The Group makes an assessment at the end of each financial year of whether there is objective evidence that inventory is impaired. If an item of inventory is impaired, the identified inventory is measured at its selling price less costs to complete and sell and the resulting impairment loss is recognised in profit or loss. Where a reversal of the impairment loss is recognised the impairment loss is reversed, up to the original impairment loss, and is recognised in profit or loss.
Page 24
Notes to the financial statements
For the period ended 31 December 2025
Analysis of turnover by country of destination:
Page 25
Notes to the financial statements
For the period ended 31 December 2025
Page 26
Notes to the financial statements
For the period ended 31 December 2025
Page 27
Notes to the financial statements
For the period ended 31 December 2025
There were no factors that may affect future tax charges.
Page 28
Notes to the financial statements
For the period ended 31 December 2025
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the period was £526,100 .
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Page 29
Notes to the financial statements
For the period ended 31 December 2025
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Page 30
Notes to the financial statements
For the period ended 31 December 2025
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Page 31
Notes to the financial statements
For the period ended 31 December 2025
Page 32
Notes to the financial statements
For the period ended 31 December 2025
Other loan pertains to long-term loan with related party (as disclosed in Note 28). The term of the loan is five years from the date of the instrument date and carry the standard rate of 8% per annum above the Bank of England base rate.
Page 33
Notes to the financial statements
For the period ended 31 December 2025
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Page 34
Notes to the financial statements
For the period ended 31 December 2025
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On 20 January 2025, 1 Ordinary share was issued with a nominal value of £0.01 at a premium of £0.00 per share.
On 26 February 2025, 9,999 Ordinary shares were issued with a nominal value of £0.01 each at a premium of £0.00 per share.
On 19 December 2025, 310 Ordinary shares were issued with a nominal value of £0.01 each at a premium of £0.00 per share.
Profit and loss account
Page 35
Notes to the financial statements
For the period ended 31 December 2025
Page 36
Notes to the financial statements
For the period ended 31 December 2025
26.Business combinations (continued)
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £58,537. Contributions totalling £13,411 were payable to the fund at the balance sheet date.
Page 37
Notes to the financial statements
For the period ended 31 December 2025
No individual shareholder holds a majority of voting rights. Therefore, there is no parent entity or ultimate controlling party by virtue of shareholdings.
Page 38