REGISTERED NUMBER: 10535033 (England and Wales)

UNIVERSAL CONTAINER SERVICES

(HOLDINGS) LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTOR:

G Woolley

REGISTERED OFFICE:

Clarke Nicklin House

Brooks Drive

Cheadle Royal Business Park

Cheadle

Cheshire

SK8 3TD

REGISTERED NUMBER:

10535033 (England and Wales)

AUDITORS:

Clarke Nicklin LLP

Chartered Accountants and

Statutory Auditors

Clarke Nicklin House

Brooks Drive

Cheadle Royal Business Park

Cheadle

Cheshire

SK8 3TD

The director presents his strategic report of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITIES

The Company's principal activities comprise the conversion, sale and hire of shipping containers, together with self-storage solutions and the sale of container accessories. The Company continues to develop its product and service offering in response to evolving customer requirements, with a focus on quality, service and operational efficiency.

REVIEW OF BUSINESS AND FINANCIAL PERFORMANCE

The Company delivered a resilient trading performance during the year, with sales increasing by 2.5% to £17.6 million (2024: £17.1 million), following a 2.6% decline in the prior year. Performance was underpinned by a strong base of recurring customers, a diversified customer portfolio and the Company's ability to meet customer specifications.

Profit before tax margin reduced from 15.5% to 11.4%, reflecting continued inflationary pressures across materials and operating overheads. Management continues to monitor gross margin, profit before tax margin, working capital and cash conversion closely, with a focus on maintaining profitability and efficient deployment of capital.

A significant strategic investment during the year was the acquisition of a new 3.5-acre yard, bringing the total operation to 14 acres. This represents a substantial long-term investment in the Company's infrastructure, providing increased capacity and operational flexibility and creating a platform to support future growth, improved stock and logistics management.

FUTURE DEVELOPMENTS

The Company continues to evaluate opportunities for growth through research and development, product innovation and entry into complementary markets. The Board remains focused on sustainable, profitable growth and will continue to assess investment opportunities that strengthen the Company's competitive position and generate long-term returns.

The Board also intends to review its composition and senior management structure during the forthcoming year, with the objective of adding further commercial and strategic expertise to support the Company's continued development.

PRINCIPAL RISKS AND UNCERTAINTIES

Macroeconomic Environment

The Company operated against a challenging macroeconomic backdrop during 2025, with ongoing cost pressures, interest rate conditions, foreign exchange volatility and uncertainty in international trade continuing to influence operating costs and customer demand.

Customer Risk:

The Company has a diversified customer base across a range of customers and sectors and is not considered materially dependent upon any individual customer or sector. Credit exposure is actively monitored through established credit control procedures.

Foreign Exchange Risk:

The Company is exposed to foreign exchange movements through transactions denominated in foreign currencies. Management actively monitors these exposures and uses appropriate foreign exchange hedging arrangements to mitigate adverse movements and provide greater certainty over costs, cash flows and margins.

Cost and Margin Risk:

Volatility in material, labour, transport and other operating costs may place pressure on margins. Management monitors supplier pricing, gross margins and operating costs closely and adjusts pricing and procurement strategies where commercially appropriate.

ON BEHALF OF THE BOARD:

G Woolley - Director

9 September 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of storage, repair, conversions and sale of containers.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 is £700,511 (2024: £786,566).

The director recommends no (2024: no) final dividends are paid.

DIRECTOR

G Woolley held office during the whole of the period from 1 January 2025 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Clarke Nicklin LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G Woolley - Director

9 September 2026

Opinion

We have audited the financial statements of Universal Container Services (Holdings) LTD (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group'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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

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 or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Procedures to identify risks:

-

enquiring of management concerning the company's procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

-

discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas: timing of recognition of sales and purchases and their related stock movements, posting of unusual journals; and

-

obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation and tax legislation.

The procedures to respond to risks identified included:

-

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations discussed above;

-

enquiring of management, concerning actual and potential litigation and claims;

-

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

reviewing correspondence with HMRC;

-

testing the timing and matching of income and expense transactions relating to stock movements either side of the year end; and

-

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulation that are not closely related to events and transactions reflected in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detection one resulting from an error, as fraud may involve deliberate concealment, by for example, forgery or intentional misrepresentation, or through collusion.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Kerry Burr FCA (Senior Statutory Auditor)

for and on behalf of Clarke Nicklin LLP

Chartered Accountants and

Statutory Auditors

Clarke Nicklin House

Brooks Drive

Cheadle Royal Business Park

Cheadle

Cheshire

SK8 3TD

9 September 2026

TURNOVER

3

17,554,141

17,121,066

Cost of sales

12,330,838

11,524,426

GROSS PROFIT

5,223,303

5,596,640

Administrative expenses

2,660,044

2,589,895

2,563,259

3,006,745

Gain on revaluation of investments

64,247

129,824

OPERATING PROFIT

5

2,627,506

3,136,569

Interest receivable and similar income

160,087

265,360

PROFIT BEFORE TAXATION

2,787,593

3,401,929

Tax on profit

6

698,836

837,097

PROFIT FOR THE FINANCIAL YEAR

2,088,757

2,564,832

Profit attributable to:

Owners of the parent

2,088,757

2,564,832

PROFIT FOR THE YEAR

2,088,757

2,564,832

OTHER COMPREHENSIVE INCOME

Purchase of own shares

-

(2,496,166

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(2,496,166

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,088,757

68,666

Total comprehensive income attributable to:

Owners of the parent

2,088,757

68,666

FIXED ASSETS

Intangible assets

9

-

1,293

Tangible assets

10

8,201,710

4,644,646

Investments

11

1,481,386

2,152,344

9,683,096

6,798,283

CURRENT ASSETS

Stocks

12

6,146,718

6,202,952

Debtors

13

2,704,045

2,876,687

Cash at bank

2,776,416

5,677,478

11,627,179

14,757,117

CREDITORS

Amounts falling due within one year

14

2,937,029

4,548,604

NET CURRENT ASSETS

8,690,150

10,208,513

TOTAL ASSETS LESS CURRENT LIABILITIES

18,373,246

17,006,796

PROVISIONS FOR LIABILITIES

15

68,649

90,445

NET ASSETS

18,304,597

16,916,351

CAPITAL AND RESERVES

Called up share capital

16

386

386

Capital redemption reserve

17

43

43

Other reserves

17

5,565,472

5,565,472

Share option reserve

17

104,218

104,218

Retained earnings

17

12,634,478

11,246,232

SHAREHOLDERS' FUNDS

18,304,597

16,916,351

The financial statements were approved by the director and authorised for issue on 9 September 2026 and were signed by:

G Woolley - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

7,748,576

4,085,719

Investments

11

7,047,072

7,718,030

14,795,648

11,803,749

CURRENT ASSETS

Debtors

13

697,474

2,111,643

Cash at bank

11,404

372,657

708,878

2,484,300

CREDITORS

Amounts falling due within one year

14

855,251

236,696

NET CURRENT (LIABILITIES)/ASSETS

(146,373

)

2,247,604

TOTAL ASSETS LESS CURRENT LIABILITIES

14,649,275

14,051,353

CAPITAL AND RESERVES

Called up share capital

16

386

386

Capital redemption reserve

17

43

43

Other reserves

17

5,565,472

5,565,472

Share option reserve

17

104,218

104,218

Retained earnings

17

8,979,156

8,381,234

SHAREHOLDERS' FUNDS

14,649,275

14,051,353

Company's profit for the financial year

1,298,433

1,327,110

The financial statements were approved by the director and authorised for issue on 9 September 2026 and were signed by:

G Woolley - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 January 2024

429

11,964,175

-

Changes in equity

Issue of share capital

(43

)

-

-

Dividends

-

(786,566

)

-

Total comprehensive income

-

68,623

43

Balance at 31 December 2024

386

11,246,232

43

Changes in equity

Dividends

-

(700,511

)

-

Total comprehensive income

-

2,088,757

-

Balance at 31 December 2025

386

12,634,478

43

Share

Other

option

Total

reserves

reserve

equity

£

£

£

Balance at 1 January 2024

5,565,472

104,218

17,634,294

Changes in equity

Issue of share capital

-

-

(43

)

Dividends

-

-

(786,566

)

Total comprehensive income

-

-

68,666

Balance at 31 December 2024

5,565,472

104,218

16,916,351

Changes in equity

Dividends

-

-

(700,511

)

Total comprehensive income

-

-

2,088,757

Balance at 31 December 2025

5,565,472

104,218

18,304,597

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 January 2024

429

10,336,899

-

Changes in equity

Issue of share capital

(43

)

-

-

Dividends

-

(786,566

)

-

Total comprehensive income

-

(1,169,099

)

43

Balance at 31 December 2024

386

8,381,234

43

Changes in equity

Dividends

-

(700,511

)

-

Total comprehensive income

-

1,298,433

-

Balance at 31 December 2025

386

8,979,156

43

Share

Other

option

Total

reserves

reserve

equity

£

£

£

Balance at 1 January 2024

5,565,472

104,218

16,007,018

Changes in equity

Issue of share capital

-

-

(43

)

Dividends

-

-

(786,566

)

Total comprehensive income

-

-

(1,169,056

)

Balance at 31 December 2024

5,565,472

104,218

14,051,353

Changes in equity

Dividends

-

-

(700,511

)

Total comprehensive income

-

-

1,298,433

Balance at 31 December 2025

5,565,472

104,218

14,649,275

Cash flows from operating activities

Cash generated from operations

20

1,646,564

1,920,344

Tax paid

(800,306

)

(869,758

)

Net cash from operating activities

846,258

1,050,586

Cash flows from investing activities

Purchase of tangible fixed assets

(3,716,306

)

(227,255

)

Sale of tangible fixed assets

1,299

20,000

Sale of fixed asset investments

735,205

-

Interest received

160,087

265,360

Net cash from investing activities

(2,819,715

)

58,105

Cash flows from financing activities

Amount introduced by directors

-

436,158

Amount withdrawn by directors

(227,094

)

(518,159

)

Share buyback

-

(2,496,166

)

Equity dividends paid

(700,511

)

(786,566

)

Net cash from financing activities

(927,605

)

(3,364,733

)

Decrease in cash and cash equivalents

(2,901,062

)

(2,256,042

)

Cash and cash equivalents at beginning of year

21

5,677,478

7,933,520

Cash and cash equivalents at end of year

21

2,776,416

5,677,478

1.	STATUTORY INFORMATION

Universal Container Services (Holdings) Ltd ("the Company") is a limited company incorporated in the United Kingdom. The address of its registered office is Clarke Nicklin House, Brooks Drive, Cheadle Royal Business Park, Cheadle, Cheshire, England, SK8 3TD and its principal place of business is Wharfside Container Park, Irlam Wharf Road, Irlam, Manchester, M44 5FZ.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements are presented in Sterling (£).

Going concern

The director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The director has reached this conclusion giving due consideration to the projected future performance of the group and any potential risk that might impact the group's ability to meet its required solvency levels. For this reason, he continues to adopt the going concern basis in preparing the financial statements.

Basis of consolidation

The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertaking. The results of subsidiary acquired or sold during the period are included in the consolidated profit and loss account from, or up to, the date control passes. Intra-group transactions are eliminated fully on consolidation.

On the acquisition of Universal Container Services Limited, the company elected to use merger accounting. The subsidiary's assets and liabilities that existed at the date of acquisition are recorded at their carrying values. The difference between the nominal value of shares issued as consideration and the net assets acquired is shown in other reserves.

Investments in subsidiaries and associates

Investments in subsidiaries and associates are accounted for at cost less impairment in the parent company's balance sheet.

Related party exemption

The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and 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 if revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following judgements have had the most significant effect on amounts recognised in the financial statements:

Stock provision - Included in stocks are items leased out to customers on short term hire agreements. To reflect the use of these assets, stocks are written down by 10% for each complete year of ownership, subject to a maximum of five years. This reflects the useful life of the assets and their residual value.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), 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.

Revenue from leases is recognised as and when the lease applies, usually per the lease agreement in place with each customer.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% Reducing balance and 10% straight line

Fixtures and fittings

-

25% Reducing balance

Motor vehicles

-

25% Reducing balance

Freehold land and property

-

None and 5% - 10% straight line

Leasehold improvement

-

20% straight line

Stocks

Stocks are valued at the lower of cost and net realisable value, after making an allowance for obsolete and slow moving items. Included in stocks are items leased out to customers on short term hire agreements. To reflect the use of these assets, stocks are written down by 10% for each complete year of ownership, subject to a maximum of five years.