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Registered number: 04104861
















BIOPAK (UK) LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


































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BIOPAK (UK) LIMITED

 
COMPANY INFORMATION


DIRECTORS
M Lindroth 
G Brent (appointed 10 July 2026) 




REGISTERED NUMBER
04104861



REGISTERED OFFICE
Unit 13 Nunnery Park
Hornhill Road

Worcester

Worcestershire

WR4 0SX




INDEPENDENT AUDITORS
Bishop Fleming Audit Limited
Chartered Accountants & Statutory Auditors

55 Colmore Row

Birmingham

B3 2AA






BIOPAK (UK) LIMITED


CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditors' report
7 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Notes to the financial statements
14 - 27



BIOPAK (UK) LIMITED

 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION
 
The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2025.

Principal activities
The Company’s activity is to offer high quality food service and catering supplies and packaging, specialising in biodegradable and compostable materials.

BUSINESS REVIEW
 
For FY25 BioPak (UK) Limited saw a decline in revenue from £12.7m to £12.1m. 

The market felt the impact of the continued cost-of-living crisis, with increased energy prices, rising costs for
products and less disposable income for many of our customers, resulting in a reduction in gross margin and delivered an operating Loss in the year.

Despite lower gross margin the business was able to manage its operating costs tightly, however this was offset by Distribution costs which increased significantly as a result of instability in the supply chain.

PRINCIPAL RISKS AND UNCERTAINTIES
 
BioPak faces several challenges that will require proactive management, including supply chain disruptions due
to increased freight costs and route changes, which has increased container transit time and has also contributed to an increase in operational costs and stock holding. To address this there have been a number of leadership changes, including the appointment of the new Managing Director, Paul Smith, who recently joined the business in August 2026. 

Also, due to evolving regulations related to packaging waste and producer responsibility the business has required ongoing compliance efforts and investments in regulatory expertise.

Despite growing awareness of sustainability issues, consumer behaviour and preferences varied widely, and misconceptions about certain eco-friendly materials persisted. Educating consumers about the environmental benefits of sustainable packaging and dispelling myths through transparent communication is essential for
building trust and embracing change.

During the year a number of key member of management have left the business, and new industry experienced leadership has been put in place.

FUTURE OUTLOOK
 
The business is optimistic around opportunities to reduce costs and further leverage the global expertise of the BioPak brand in 2026.
 
Driven by escalating environmental concerns, legislations and consumer preferences, BioPak is positioned well to benefit from opportunities that may arise with well-developed plans on cost savings. 

The Company continues to invest in technology, new products, and collaborative partnerships to deliver innovative and sustainable solutions that meet the evolving needs of customers which will contribute to a more circular economy.  In early 2026 work has been done on price adjustments to realign margins with costs, with a view to mitigate the impact of EPR cost and also restore competitiveness on some product categories.

Overall, the Company considers its customer portfolio to be well balanced across multiple sectors and continues to receive new customer enquiries which should help to improve the balance further. Management feels the Company is well placed to mitigate any further market volatility.

Page 1


BIOPAK (UK) LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

SECTION 172 STATEMENT
 
The Directors consider that, as set out under 172(1) of the Companies Act 2006, they have, in good faith, acted in a way that they consider is most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the Directors have given due regard to the interests of key stakeholder groups and have assessed the likely consequences of decisions on the Company’s long-term performance and its reputation. The following elements inform all of the Board's decision-making processes:

Strategy
During Board and operations meetings, the Directors review the strategic process and key performance indicators (KPIs) alongside the Senior Management Team to ensure that the Company remains aligned with its strategic and long-term objectives. Using a collaborative approach at all levels across the business ensures that all stakeholders’ views are heard and considered, helping to achieve a balanced decision-making process to ensure the long-term financial success of the Company.

Performance
BioPak has established KPIs across all strategic areas of the business and operations. The Directors focus on reviewing and analysing the Company performance against these KPIs to ensure that the Company is delivering the best performance for stakeholders.

Governance
The Directors at BioPak are committed to ensuring good governance. This is ensured by our governing business principles, code of conduct and various other compliance policies across the business, all of which are regularly reviewed and updated to meet the changing regulatory and business needs.
Below are our key stakeholders and how we have engaged with them in the decision-making process:

Customers
BioPak’s vision is to be the UK's leading provider of biodegradable and compostable packaging and supplies which is underpinned by our mission of ensuring our customers have their products at the right place, at the right time and in the right condition. This is delivered by working closely with our customers to understand their business needs and tailor our services to ensure that we provide the best service possible as one of their trusted business partners.

We value the feedback we receive from our customers and use this as a means to continuously improve the service that we offer in order to achieve leading customer satisfaction levels as part of our focus on a customer-centric culture.

Employees
BioPak has a strong commitment to its workforce. We attract, retain and develop talented people who care about the service that they deliver which enables us to clearly differentiate from our competitors on service quality. We recognise that people support the BioPak brand and are fundamental to meeting each of our stakeholders’ needs. The Directors and Senior Management recognise the importance of our employees’ contributions to the ongoing performance of the business and there are a variety of internal channels available aimed at facilitating communication and feedback.

Suppliers and other business partners
The maintenance of our supply chain is a critical function. We work closely with our suppliers, contractors and other business partners to ensure flexibility, strength and reliability throughout our supply chain. 

Community and the environment
The Company is committed to a sustainable planet, not only through the provision of its products but also by the education often provided to potential customers who may not be aware of the impact conventional supplies and packaging have on the planet. The Company aims to maintain or improve on our current level of quality that we offer customers and help make their transition to greener products as seamless as possible.

Page 2


BIOPAK (UK) LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


This report was approved by the board and signed on its behalf.





G Brent
Director

Date: 22 October 2026

Page 3


BIOPAK (UK) 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.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £2,373,146 (2024: loss £726,844).

No dividends were declared during the year (2024: £Nil).

DIRECTORS

The Directors who served during the year and to the date of this report were:

L Lemark (resigned 9 June 2025)
M Lindroth 
G Smith (resigned 10 July 2026)
G Brent (appointed 10 July 2026) 

FUTURE DEVELOPMENTS

 Future developments are disclosed in the Company's Strategic Report.

GOING CONCERN

The financial statements have been prepared on a going concern which the directors consider to be appropriate for the reasons set out in note 2.5 to the financial statements.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.



POST BALANCE SHEET EVENTS

There have been no significant post balance sheet events. 

AUDITORS

The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4


BIOPAK (UK) LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
 






G Brent
Director

Date: 22 October 2026

Unit 13 Nunnery Park
Hornhill Road
Worcester
Worcestershire
WR4 0SX

Page 5


BIOPAK (UK) LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors are responsible for preparing the Strategic report, the Directors' 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.

Page 6


BIOPAK (UK) LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIOPAK (UK) LIMITED
OPINION


We have audited the financial statements of BioPak (UK) Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, 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 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; 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Auditors' 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.


Page 7


BIOPAK (UK) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIOPAK (UK) LIMITED (CONTINUED)

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 the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


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 DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 6, 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.


Page 8


BIOPAK (UK) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIOPAK (UK) LIMITED (CONTINUED)

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 Auditors' 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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, we considered the following:
the nature of the industry and sector, control environment and business performance;
∙results of our enquiries of management and the board about their own identification and assessment of the risks of irregularities;
∙any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:
°identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance
°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
∙the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
 
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to cut off. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
 
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.
 
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included occupational health and safety regulations, employment legislation, GDPR, anti-bribery and anti-corruption regulations.

Our procedures to respond to risks identified included the following:
∙reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙performing detailed transactional testing in relation to the recognition of revenue with a particular focus on the revenue cut off;
∙enquiring of management and those charged with governance 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; 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
Page 9


BIOPAK (UK) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIOPAK (UK) LIMITED (CONTINUED)

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.
 
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


USE OF OUR REPORT
 

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






Muhammad Usman ACCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming Audit Limited
Chartered Accountants
Statutory Auditors
55 Colmore Row
Birmingham
B3 2AA

22 October 2026
Page 10


BIOPAK (UK) LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
12,050,805
12,655,887

Cost of sales
  
(9,684,789)
(9,920,377)

Gross profit
  
2,366,016
2,735,510

Distribution costs
  
(1,083,530)
(886,159)

Administrative expenses
  
(3,658,727)
(2,587,811)

Operating loss
 5 
(2,376,241)
(738,460)

Interest receivable and similar income
 9 
6,343
11,876

Interest payable and similar expenses
 10 
(209,891)
(36,025)

Other finance expenses
  
(33,310)
(49,740)

Loss before tax
  
(2,613,099)
(812,349)

Tax on loss
 11 
239,953
85,505

Loss for the financial year
  
(2,373,146)
(726,844)

Other comprehensive income for the year
  

Total comprehensive income for the year
  
(2,373,146)
(726,844)

The notes on pages 14 to 27 form part of these financial statements.

Page 11


BIOPAK (UK) LIMITED
REGISTERED NUMBER:04104861

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 12 
2,047,373
178,327

Current assets
  

Stocks
 13 
3,920,549
3,852,206

Debtors: amounts falling due within one year
 14 
3,066,498
2,430,819

Cash at bank and in hand
 15 
351,132
42,645

  
7,338,179
6,325,670

Creditors: amounts falling due within one year
 16 
(7,432,986)
(3,591,939)

Net current (liabilities)/assets
  
(94,807)
2,733,731

Total assets less current liabilities
  
1,952,566
2,912,058

Creditors: amounts falling due after more than one year
 17 
(1,497,539)
-

Provisions for liabilities
  

Deferred tax
 19 
(68,397)
(42,701)

Net assets
  
386,630
2,869,357


Capital and reserves
  

Called up share capital 
 20 
135,711
135,711

Share premium account
 21 
103,731
103,731

Profit and loss account
 21 
147,188
2,629,915

  
386,630
2,869,357


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





G Brent
Director

Date: 22 October 2026

The notes on pages 14 to 27 form part of these financial statements.

Page 12


BIOPAK (UK) LIMITED


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
135,711
103,731
3,356,759
3,596,201


Comprehensive income for the year

Loss for the year
-
-
(726,844)
(726,844)
Total comprehensive income for the year
-
-
(726,844)
(726,844)



At 1 January 2025
135,711
103,731
2,629,915
2,869,357

Impact of early adoption of changes in FRS 102
-
-
(109,581)
(109,581)


At 1 January 2025 (restated balance)
135,711
103,731
2,520,334
2,759,776


Comprehensive income for the year

Loss for the year
-
-
(2,373,146)
(2,373,146)
Total comprehensive income for the year
-
-
(2,373,146)
(2,373,146)


At 31 December 2025
135,711
103,731
147,188
386,630


The notes on pages 14 to 27 form part of these financial statements.

Page 13


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


GENERAL INFORMATION

BioPak (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 13 Nunnery Park, Hornhill Road, Worcester, Worcestershire, WR4 0SX.

The principal activity of the Company is to offer high quality catering supplies and packaging, specialising in biodegradable and compostable materials.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies 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 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 following principal accounting policies have been applied:

  
2.2

CHANGES IN ACCOUNTING POLICIES

The amendments introduce revised requirements in respect of lease accounting and revenue recognition.

Revenue recognition policies under the revised requirements are consistent with those previously applied and there has been no change in the recognition of revenue.

Under the revised lease accounting requirements, the company now recognises right of use assets and corresponding lease liabilities in respect of leases previously classified as operating leases.

  
2.3

IMPACT OF EARLY ADOPTION

The adoption of the revised lease accounting requirements resulted in the recognition of right of use assets and lease liabilities at the start of the financial year.

The cumulative effect of adopting these amendments was recognised as an adjustment to opening retained earnings. The adoption did not affect revenue recognition.

At the transition date, right-of-use assets of £1,318,546 and lease liabilities of £1,248,290 were recognised. The early adoption of changes to FRS 102 did not have any other material impact of the Company's statement of comprehensive income, or financial position.

Page 14


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.4

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

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 Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 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;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Duni AB as at 31 December 2025 and these financial statements may be obtained from Duni AB, Box 237, SE-201 22 MALMO, Sweden.

 
2.5

GOING CONCERN

As of December 31, 2025, the company had net  current liabilities of £94,807 and the company made a loss of £2,373,146 during the year. At the year end the company owed net balance due to group companies of £3,234,231. The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the reasons set out herein.
 
The Company meets its day to day working capital requirements from its operational cashflows and funding provided by an intermediate parent company, BioPak Pty Ltd. The directors have prepared cashflow forecasts and have performed a going concern assessment which indicates that, under both the base case and plausible downside scenario, the company will have sufficient funds to continue to meet its financial obligations as they fall due for at least 12 months from the date of approval of these financial statements. These forecasts are dependent upon BioPak Pty Ltd continuing to provide additional financial support during this period and the group companies not seeking repayment of the amounts currently due to them.

The directors have received confirmation from BioPak Pty Ltd that any amounts due to the group companies will not be called upon during the going concern assessment period and that it will continue to provide ongoing financial support to the company for a period of at least 12 months from the date of approval of these financial statements. As with any company placing reliance other entities for support, the directors acknowledge that there can be no certainty that this support will continue although at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its financial obligations as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

Page 15


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.6

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP, and the accounts are rounded to the nearest 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.7

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. Revenue is measured as the fair value of the
consideration received or receivable, excluding discounts, rebates, value added tax and other sales
taxes. The following criteria must also be met before revenue is recognised:

Sales of goods
Revenue from the sale of goods is recognised at the point at which control of the goods transfers to
the customer. This occurs on delivery of the goods to the customer, as this is the point at which the
customer obtains control and the company has no remaining performance obligations.

Payment terms are agreed with customers in advance and are typically settled within normal credit
terms. Amounts receivable are recognised net of any expected returns or allowances.

 
2.8

GOVERNMENT GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

 
2.9

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

FINANCE COSTS

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 16


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.11

PENSIONS

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 profit or loss 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.

 
2.12

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. 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 reporting 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.


 
2.13

TANGIBLE FIXED ASSETS

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 17


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)


2.13
TANGIBLE FIXED ASSETS (CONTINUED)

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.

The estimated useful lives range as follows:

Plant and machinery
-
5 years
Fixtures and fittings
-
2 - 5 years
Computer equipment
-
3 - 5 years
Right of use assets
-
Length of the lease

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.

 
2.14

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

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 profit or loss.

 
2.15

DEBTORS

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.

 
2.16

CASH AND CASH EQUIVALENTS

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.

 
2.17

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 18


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

  
2.18

LEASES

The company accounts for leases in accordance with FRS 102, Section 20: Leases.

At inception, the company assesses whether a contract contains a lease. A lease is defined as a contract that conveys the right to use an asset for a period of time in exchange for consideration. 
 
As a lessee

At the commencement date, a right-of-use asset and a corresponding lease liability are recognised.

The lease liability is initially measured at the present value of lease payments due over the lease term, discounted at the rate implicit in the lease or, if not readily determinable, the company’s incremental or obtainable borrowing rate.

The right-of-use asset is measured at the amount of the lease liability and takes into account the value of lease incentives such as rent-free periods.

After initial recognition, the right-of-use asset is depreciated on a straight-line basis over the shorter of the asset’s useful life or the lease term.
 
The lease liability is subsequently measured at amortised cost using the effective interest method, with interest expense recognised in profit or loss. 

The company has elected to take the exemption for recognising short-term leases as right-of-use assets and lease liabilities. It has also elected to apply the exemption for leases for which the underlying asset is of low value for all leases which meet this requirement.

 
2.19

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of
financial assets and liabilities like trade and other debtors and creditors, loans from banks and other
third parties and loans to related parties.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Page 19


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

Lease liability
The calculation of lease liabilities requires management to make assumptions regarding the lease term, future lease payments and the appropriate discount rate to be applied. The determination of the obtainable borrowing rate is subject to estimation uncertainty as it reflects the rate at which the company could obtain financing for a similar asset over a similar term and security profile.

Inventory provision 
The company reviews inventory at each reporting date to assess whether any provision is required to reflect stock being carried at the lower of cost and estimated selling price less costs to complete and sell. The carrying value of inventory at 31 December 2025 was £3.9m and management applies specific provisions based on ageing, expected future demand and estimated selling prices. Changes in these assumptions could result in a material adjustment to the carrying value of inventories.


4.


TURNOVER

The whole of the Company's turnover is attributable to the procurement and sale of sustainable packaging.

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
12,050,805
12,655,887



5.


OPERATING LOSS

The operating loss is stated after charging:

2025
2024
£
£

Depreciation
413,890
142,229

Exchange differences
9,173
39,789

Other operating lease rentals
14,512
308,114

Page 20


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


AUDITORS' REMUNERATION

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
19,475
17,500

Fees payable to the Company's auditors in respect of:

Taxation compliance services
2,250
2,080


7.


EMPLOYEES

Staff costs, including Directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
957,522
1,025,543

Social security costs
191,307
95,338

Cost of defined contribution scheme
40,660
33,464

1,189,489
1,154,345


The average monthly number of employees, including the Directors, during the year was as follows:


        2025
        2024
            No.
            No.







Warehouse
6
6



Admin
21
20



Sales
8
4

35
30


8.


DIRECTORS' REMUNERATION

2025
2024
£
£

Directors' emoluments
-
12,500


The Directors are remunerated by other group undertakings. The value of qualifying services provided to the Company during the year is considered immaterial and therefore no Directors' remuneration has been recognised in these financial statements.

Page 21


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


INTEREST RECEIVABLE

2025
2024
£
£


Other interest receivable
6,343
11,876


10.


INTEREST PAYABLE AND SIMILAR EXPENSES

2025
2024
£
£


Bank interest payable
378
-

Loans from group undertakings
116,576
36,025

Interest on lease liabilities
92,937
-


11.


TAXATION


2025
2024
£
£

CORPORATION TAX


Adjustments in respect of previous periods
(3,170)
46,093


(3,170)
46,093


Group taxation relief
(262,479)
(115,791)


(265,649)
(69,698)


TOTAL CURRENT TAX
(265,649)
(69,698)

DEFERRED TAX


Origination and reversal of timing differences
25,696
(15,807)

TOTAL DEFERRED TAX
25,696
(15,807)


TAX ON LOSS
(239,953)
(85,505)
Page 22


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
11.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than the effective rate of Corporation Tax in the UK of 25% (2024: 25%). The differences are explained below:

2025
2024
£
£


Loss on ordinary activities before tax
(2,613,099)
(812,349)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
(653,275)
(203,087)

EFFECTS OF:


Expenses not deductible for tax purposes
632
16,418

Capital allowances for year in excess of depreciation
53
-

Income not taxable for tax purposes
(6,205)
(38)

Adjustments to tax charge in respect of prior periods - deferred tax
(3,170)
46,092

Adjustments to tax charge in respect of prior periods
(27,507)
-

Other permanent differences
46
412

Losses carried back
-
54,698

Group relief surrendered/(claimed)
230,174
115,791

Payment/(receipt) for group relief
(230,174)
(115,791)

Deferred tax not recognised
449,473
-

TOTAL TAX CHARGE FOR THE YEAR
(239,953)
(85,505)

Page 23


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


TANGIBLE FIXED ASSETS


Plant and machinery
Fixtures and fittings
Computer equipment
Right of use assets
Total

£
£
£
£
£



COST OR VALUATION


At 1 January 2025
595,771
39,381
328,479
-
963,631


Impact of change in accounting policy
-
-
-
1,318,546
1,318,546


At 1 January 2025 (adjusted balance)
595,771
39,381
328,479
1,318,546
2,282,177


Additions
71,252
3,745
30,389
859,004
964,390



At 31 December 2025

667,023
43,126
358,868
2,177,550
3,246,567



DEPRECIATION


At 1 January 2025
430,727
32,665
321,912
-
785,304


Charge for the year on owned assets
10,814
3,818
3,953
-
18,585


Charge for the year on financed assets
-
-
-
395,305
395,305



At 31 December 2025

441,541
36,483
325,865
395,305
1,199,194



NET BOOK VALUE



At 31 December 2025
225,482
6,643
33,003
1,782,245
2,047,373



At 31 December 2024
165,044
6,716
6,567
-
178,327


13.


STOCKS

2025
2024
£
£

Goods for resale
3,920,549
3,852,206


Page 24


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


DEBTORS

2025
2024
£
£


Trade debtors
1,749,815
1,680,936

Amounts owed by group undertakings
702,531
123,359

Other debtors
75,949
46,313

Prepayments and accrued income
538,203
259,703

Tax recoverable
-
320,508

3,066,498
2,430,819



15.


CASH AND CASH EQUIVALENTS

2025
2024
£
£

Cash at bank and in hand
351,132
42,645



16.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025
2024
£
£

Trade creditors
1,903,281
1,227,910

Amounts owed to group undertakings
3,936,762
1,144,204

Other taxation and social security
360,433
75,665

Obligations under finance lease and hire purchase contracts
434,933
-

Other creditors
23,809
316,744

Accruals and deferred income
773,768
827,416

7,432,986
3,591,939



17.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025
2024
£
£

Net obligations under finance leases and hire purchase contracts
1,497,539
-

1,497,539
-


Page 25


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


SHORT-TERM LEASES

Amount recognised in the profit and loss account







Total future minimum lease payments under non-cancellable short-term leases and leases of low-value assets is £Nil.


19.


DEFERRED TAXATION




2025


£






At beginning of year
(42,701)


Charged to profit or loss
(25,696)



AT END OF YEAR
(68,397)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(64,455)
(42,701)

Losses and other deductions
(3,942)
-

Page 26


BIOPAK (UK) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


SHARE CAPITAL

2025
2024
£
£
ALLOTTED, CALLED UP AND FULLY PAID



135,711 (2024: 135,711) Class A shares of £1.00 each
135,711
135,711



21.


RESERVES

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses, all of which are considered distributable.


22.


CONTINGENT LIABILITIES

The Company has provided security as part of a group wide debt facility entered into by the parent company, BioPak Pty Ltd. Although the facility was agreed in the prior year, the security over the UK entity was not formally registered until the current period. This charge over the assets of BioPak UK Ltd serves as part of the cross-guarantees and security arrangements supporting the group’s borrowing facility.

At the balance sheet date, the Company was subject to an ongoing legal claim. The directors do not consider that a provision is required.


23.


PENSION COMMITMENTS

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. The pension cost charge represents contributions payable by the Company to the fund amounting to £40,660 (2024: £33,464). Contributions totaling £10,420 (2024: £5,482) were payable to the fund as at the reporting date and are included in other creditors.


24.


RELATED PARTY TRANSACTIONS

The Company has taken exemption from disclosure of related party balances with wholly owned group entities under Section 33 of FRS 102.


25.


CONTROLLING PARTY

The immediate parent company is Kindtoo Limited, a company incorporated in England and Wales. The ultimate parent company is Duni AB, a company incorporated in Sweden.

 
Page 27