Consolidated Financial Statements December 2025PDF 3.6MB(frigo debtco plc december 2025)

Frigo DebtCo plc

Portman House, 3rd Floor, 2 Portman Street London, United Kingdom, W1H 6DU

Date of Incorporation: 6 March 2023

Company Number: 14707701

Frigo DebtCo plc Table of Contents

Table of Contents Pages

Company Information 3

Strategic Report 4

Board of Directors' Report 26

Statement of Directors' Responsibilities 34

Independent Auditor's Report 35

Financial Statements 43

Frigo DebtCo plc Company Information

Directors of the Company

Gagik Apkarian - Chairman (non-executive) Vasileios Kararizos (non-executive) Georgios Mergos (non-executive)

Serge Mauris Joris (executive) Isobel Coley (non-executive)

Joint Corporate Services Limited (non-executive) TMF Corporate Directors Limited (non-executive)

Georgios Diakaris (non-executive - resigned on 1 December 2025)

General information

Date of Incorporation: 6 March 2023

Registered Office: Portman House, 3rd Floor, 2 Portman Street, London, United Kingdom, W1H 6DU Company Number: 14707701

Independent Auditor: Baker Tilly Ireland Audit Limited (9 Exchange Place, International Financial Services, Dublin, Ireland)

Company Secretary

TMF Corporate Administration Services Limited

Banking Partner

EUROBANK PRIVATE BANK LUXEMBOURG S.A. LONDON BRANCH (Devonshire House, 1 Mayfair Place, London W1J8AJ, UK)

Company Solicitor

Milbank LLP (100 Liverpool Street, London, UK)

Frigo DebtCo plc Strategic Report

for the year ended 31 December 2025

The Directors present their strategic report for Frigo DebtCo plc (the "Company") and its subsidiaries (together the "Group"

or the "Frigoglass Group") for the year ended 31 December 2025.

Principal activity

The Group is a leading international producer of Ice-Cold Merchandisers (ICMs). The Group is a trusted strategic partner of the world's foremost beverage brands, including Coca-Cola, Pepsi, AB InBev, Heineken and Carlsberg. Through the close collaboration with and proximity to customers, the Group helps them realise their strategic merchandising plans, from conception and development of customised ICMs, to comprehensive asset management services for their fleet of cold-drink equipment.

In ICM Operations, the Group manufactures and sells ICMs and provides a comprehensive suite of Asset Performance Services covering order management, field service, installations, refurbishment, spare parts management, and warehousing through the unique and innovative platform ''Frigoserve''. The ICMs are strategic merchandising tools for the Group's customers, serving not only to chill their products, but also as a retail space that encourages immediate consumption of their products, enhances their brands, enabling increased market penetration and improving their profitability. We are dedicated to crafting high-quality beverage coolers, leveraging best-in-class technology to ensure optimal performance. Our coolers are not just refrigeration units; they are customisable solutions designed for excellent point-of-sale activation. We elevate our customers' brand presence and drive consumer engagement with Frigoglass, where innovation meets quality in every chilling experience. We further extend our expertise to Consumer Appliances through Norcool, offering state-of-the-art cooling and wine storage solutions for consumers. The Group's four production facilities are strategically located in Romania, India, Indonesia and South Africa, serving different markets primarily based on their location, import restrictions and cost of transportation.

The Group's subsidiary Frigoglass Eurasia LLC ("Frigoglass Eurasia") and Glass segment were each classified as held for sale

and discontinued operations in the financial statements for the year ended 31 December 2025.

On 1 September 2025, the Frigoglass Group entered into an agreement to sell its entire shareholding in Frigoglass Eurasia, which comprises the Group's operations in Russia, including a production facility in the Oryol region. Completion of the transaction is subject to several conditions and approvals. Upon completion, the transaction will result in the Group fully ceasing its operations in Russia.

On 6 December 2025, following a competitive process, the Frigoglass Group has entered into an agreement to sell the entirety of its shareholding in Frigoinvest Nigeria Holdings B.V., the holding company of its Nigerian Glass business (including Beta Glass plc, Frigoglass Industries Nigeria Limited and Frigoglass Global Limited), which comprise the Group's glass container, plastic crates, and metal crowns manufacturing activities for a consideration of €98.1 million, to Helios Investment Partners (acting on behalf of the funds it advises). The transaction was successfully completed on 5 February 2026.

The Glass Operations involves the manufacturing and selling of glass containers, plastic crates and metal crowns. With strategic priorities in innovation, sustainability, and operational efficiency, Glass is offering a comprehensive solution by integrating glass, crates, and crowns, simplifying operations for beverage manufacturers. Products include a diverse range of glass bottles and other containers, available in various shapes, sizes, colours and weights to offer solutions to a wide spectrum of customers operating in the soft drinks, beer, food, spirits, cosmetics and pharmaceutical industries. With two glass plants, two plastic crates facilities for returnable glass bottles and one metal crowns plant, strategically located in Nigeria, and equipped with cutting-edge technology, the unmatched quality, reliability, and sustainability across the offerings is well ensured.

Frigo DebtCo plc Strategic Report

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ICM Continuing Operations:

Europe Production Plants & Sales offices: Romania

Sales offices: Norway, Poland, Germany, Hungary, Switzerland, Greece, Sweden

Asia & Africa Production Plants & Sales offices: India, Indonesia, South Africa

Sales offices: Kenya, Nigeria, Kazakhstan, Egypt

ICM Held for Sale:

Europe Production Plants & Sales offices: Russia

Glass Held for Sale:

Africa Production Plants & Sales offices: Nigeria

Financial and business review for the year ended 31 December 2025 Commercial Refrigeration Operations - Continuing Operations

In 2025, the consistent execution of our transformation initiatives-centred on three pillars: innovation, market expansion and growth, and operational excellence-delivered a solid, record-breaking financial performance. Sales and EBITDA from continuing operations in the Commercial Refrigeration business reached new highs, surpassing prior peaks in recent years and demonstrating significant progress compared with 2023, the first year of our transformation journey. Through our disciplined focus on strategic priorities, we achieved double-digit sales growth alongside a solid improvement in EBITDA margin, contributing to free cash flow generation.

Sales in the Commercial Refrigeration business increased by 15.2% to €282.0 million, driven by strong performance in Europe, accelerating momentum in Africa, and continued volume growth in Asia.

Europe

In West Europe, growth momentum remained strong, with sales increasing by 35.8%. This solid performance was driven by incremental cooler placements in UK, Spain, Germany, France, Sweden and Belgium, supported by increased orders from soft drinks customers and market share gains across multiple customer segments, including energy drinks.

Sales in East Europe increased by 6.5%, driven by market share gains with existing customers beyond Coca-Cola bottlers and our efforts to expand our customer base. Hungary and Poland saw strong volume growth, more than offsetting declines primarily in Czech Republic, Moldova and Slovakia. Our Asset Performance Services business delivered a low single-digit sales growth, supported by pricing initiatives and continued expansion in selected markets.

Africa and Middle East

Sales in Africa and the Middle East increased by 8.7%, with strong momentum sustained through Q4. Growth was primarily driven by incremental cooler placements in South Africa and the market entry into Egypt. In South Africa, sales grew at a double-digit rate, driven by incremental orders primarily from brewery customers and increased activity in our Asset Performance Services business. Following the start of local production in May, we met demand in Egypt throughout 2025, in line with our strategic growth plan for the Middle East and North Africa region. A full-year contribution from Egypt is expected in 2026.

Asia

Sales in Asia increased by 3.1%, led by demand in India, Kazakhstan and Southeast Asia. In India, sales grew by a low-single digit rate, impacted by currency headwinds. Growth was supported by initiatives to expand our customer base. Our Indian

Frigo DebtCo plc Strategic Report

for the year ended 31 December 2025

facility - the Group's largest in terms of capacity - is strategically located to serve demand in the northern and northwestern regions. Combined with a large, localised supplier base, we are well-positioned as an innovative, reliable and high-quality commercial coolers supplier. In Kazakhstan, we benefited from strong demand from a key customer expanding its activities in the market.

Gross profit and Operating Expenses (continuing operations)

Gross profit increased by 47.5% to €39.2 million, with the respective margin improving by 300 basis points year-over-year to 13.9%. Improved cost absorption from higher sales, a favourable product mix, lower transportation costs and the successful delivery of our cost-out programme targeting the reduction of material cost, all contributed to the margin enhancement. These factors were partly offset by higher labour cost and provisions for obsolete stock.

Administrative expenses increased by 7.0% to €18.2 million, driven by employee related costs and IT expenses. As a percentage of sales, administrative expenses improved to 6.5%, from 7.0% in 2024.

Selling, distribution and marketing expenses increased by 10.5% to €17.7 million, mainly due to higher employee costs, increased warranty costs, IT expenses related to systems upgrades and third-party fees. As a percentage of sales, selling, distribution and marketing expenses improved to 6.3%, from 6.5% in 2024.

Development expenses increased by 12.8% to €1.8 million, driven by higher employee related costs and various expenses. As a percentage of sales, development expenses remained unchanged at 0.6%.

Adjusted EBITDA (continuing operations)

Adjusted EBITDA from continuing operations increased to €15.3 million, from €4.6 million in 2024, with the respective margin improving by 350 basis points year-over-year to 5.4%. The margin enhancement reflects the volume-driven better cost absorption, the favourable product mix and the lower transportation costs. The continuous execution of cost reduction initiatives supported the EBITDA margin expansion.

Impairment, Net Finance Costs, Non-recurring costs, Income Tax and Net Profit (continuing operations)

As a result of the termination of SAP implementation project, an impairment charge of €4.8 million was recognised (refer to Note 12 for further information).

Net finance costs amounted to €43.1 million, compared to €39.3 million in 2024. The increase reflects the capitalisation of interest of the Senior Secured Notes issued in April 2023 and higher debt following the issuance of the €20 million Super Senior Notes in October 2024.

Non-recurring costs of €5.8 million, consists primarily of advisory fees associated with the disposal process of discontinued operations of Frigoglass Eurasia and the Glass business, as well as the evaluation of certain strategic options for the Commercial Refrigeration (refer to Note 6 for further information).

Income tax expense amounted to €3.4 million, compared to €1.1 million a year ago, primarily reflecting the improved operating performance.

Frigo DebtCo plc Strategic Report

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As a consequence, continuing operations reported a net loss of €53.1 million, compared with €47.9 million in 2024.

Cash Flow and Balance Sheet (continuing operations)

Net cash from operating activities was €5.3 million, compared to net cash used of €8.5 million - representing a solid €13.8 million year-over-year improvement. This material uplift was supported by the higher operating profitability and the improved receivable collections following a favourable customer sales mix.

Net cash used in investing activities was €4.3 million, compared with €3.2 million in 2024. This increase primarily reflects maintenance related capital expenditure across all facilities.

Free cash flow amounted to €1.1 million, and improved from last year's outflow of €11.7 million, despite the higher capex spend.

Net cash used in financing activities amounted to €1.3 million, compared with net cash from financing activities of €8.2 million in 2024. This movement primarily reflects the issuance of the €20 million Super Senior Notes in October 2024 and the higher cash interest paid. In December 2025, the Group issued €10 million of Additional Notes.

As of 31 December 2025, net trade working capital was €44.5 million, compared to €46.8 million in 2024, resulting in working capital over sales improving to 15.8% (2024: 19.1%). The lower year-over-year working capital primarily reflects our strong focus on receivable collections and increased raw material purchases.

Capital expenditures (continuing operations) were €4.3 million, of which €3.4 million relates to purchases of property, plant and equipment and €0.9 million relates to purchases of intangible assets, compared to €3.2 million in the year ended 31 December 2024, of which €2.4 million related to purchase of property, plant and equipment and €0.8 million related to purchase of intangible assets.

Discontinued Operations

ICM Discontinued Operations - Frigoglass Eurasia

Sales of Frigoglass Eurasia declined to €68.5 million, from €82.4 million in 2024, primarily reflecting lower orders in Russia. Adjusted EBITDA settled at €13.6 million, from €18.1 million last year, mainly due to the lower year-over-year sales and higher production cost. Adjusted EBITDA margin declined by 200 basis point y-o-y to 19.9%. Net loss was €2.3 million, compared with a net profit of €9.3m in 2024, also impacted by an impairment charge of €12.9 million (refer to Notes 10, 12 and 28 for further information).

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Glass Discontinued Operations

Sales in the Glass business increased by 18.1% to €119.2 million in 2025 (€100.9 million in 2024), driven by volume growth in the glass containers and plastic crates operations, and pricing actions following the activation of a quarterly adjustment mechanism. These factors more than offset the headwinds from the devaluation of the Naira. On a currency-neutral basis, sales grew 26%, also reflecting solid pricing strategies designed to mitigate inflationary pressures and foreign exchange volatility. Metal Crowns business exhibited a low-single digit volume decline.

Adjusted EBITDA of the Glass business increased by 91.3% to €41.6 million in 2025 (€21.8 million in 2024), with the adjusted EBITDA margin expanding by 13.4 percentage points to 34.9%. Pricing adjustments, coupled with initiatives to mitigate cost increases were the primary drivers of this significant margin expansion. Net profit (before minority) was €22.1 million, compared with €14.5million in 2024, driven by improved operating profitability, partially balanced by lower foreign exchange gains (refer to Note 28 for further information).

Non - financial KPIs

Workplace

At Frigoglass, our people are our greatest asset. We believe that our long-term success depends on our ability to attract, develop and maintain an engaged workforce. We implement a long-term strategy that focuses on finding and retaining talent, promoting their development whilst supporting and safeguarding their rights. We always strive to attract highly qualified personnel, respect their aspirations and ensure their continued professional growth. We also pay special attention to providing a healthy, safe and supportive working environment. We always operate with the highest ethical standards and promote diversity in the workplace. Our main areas of focus include maintaining employee satisfaction by creating an inclusive, diverse and safe working environment, promoting their training and development, and encouraging proactiveness in the workplace. We strive to provide an engaging and motivating environment that empowers our people to give their best and develop their full potential.

Continuing operations

For continuing operations, the workforce composition of our permanent employees in our operational sites and Head Offices reflects a diverse and inclusive environment, with 73% male and 27% female employees. Across age groups, 14% of employees are under 30 years old, while 32% fall within the 31-40 age bracket. The 41-50 age group comprises 31% of the workforce, and employees aged 51 and above represent 22%. This distribution underscores our commitment to fostering a multigenerational workforce, where individuals from different backgrounds and life stages contribute their unique perspectives and experiences to drive innovation, collaboration, and organisational success.

Frigo DebtCo plc Strategic Report

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In 2025, the turnover for Continuing Operations (operational sites and head offices), was a total of 293 employees leaving the organisation. However, the Group also welcomed a significant number of new hires, totalling 441 employees, more than covering the abovementioned departures. The influx of new talent suggests strategic efforts to replenish the workforce and address turnover challenges.

Discontinued operations

The workforce composition of the permanent employees in our discontinued operations consists of 88% male and 12% female employees. Across age groups, 10% of employees are under 30 years old, while 31% fall within the 31-40 age bracket. The 41-50 age group comprises 33% of the workforce, and employees aged 51 and above represent 25%.

In 2025, the respective employee turnover was a total of 217 employees leaving the organisation, while the new employees for the year reached 193.

Marketplace

In our Commercial Coolers' business vertical, we assess a wide range of suppliers, including all new ones, representing annual purchases of over 90% of our total spend. Out of those, 86% have been audited on-site. As part of our responsible procurement strategy, we run training programs on the sustainability criteria we place on our suppliers. Every new Category Manager of the Central Procurement Team, as part of our standard process, attends the obligatory Sustainable Procurement training. From 2026 onwards, we intend to expand this training to our Plant Procurement Managers as well. In addition, we regularly conduct risk analysis on key purchasing categories to ensure security of supply. Finally, if we identify suppliers with potential non-compliance with our Code of Business Conduct, we will manage the respective supply chain risk by proactively finding new alternative suppliers.

Frigo DebtCo plc Strategic Report

for the year ended 31 December 2025

Principal risks and uncertainties

Following the completion of the disposal of the Nigerian Glass business, which has been classified as non-current assets and liabilities held for sale and discontinued operations in the financial statements for the period ended 31 December 2025, the Group presents in this section only the risks relating to the continuing operations of the ICM segment.

The Group regularly reviews the business risks and seeks to mitigate these through its systems, governance processes and through the implementation of appropriate actions. The Audit Committee, under delegated authority from the Board, is accountable for overseeing the effectiveness of the Group's risk management process. This includes the identification of the principal risks facing the Group, monitoring compliance with the risk management policy and periodically reviewing the Group's risk appetite.

The risks described in this section are not exhaustive. Other sections of this report describe additional factors that could adversely affect the Group's business, financial condition, or results of operations. Furthermore, the Group operates in a highly competitive and rapidly changing environment. New risks may emerge from time to time, and it is not possible to predict all such risks, nor to assess fully the potential impact of all such risks on the Group's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from historical results or from those contained in any forward-looking statements. Accordingly, undue reliance should not be placed on forward-looking statements as a prediction of actual results.

The Group's direct customers sell to consumers. If economic conditions affect consumer demand, the Group's customers may

be affected and so reduce the demand for its products.

Changes in general economic conditions directly affect consumer confidence and spending, as well as the general business environment and levels of business investment, all of which may directly affect the Group's customers and, consequently, their demand for Group products. In addition, consumer demand may be impacted by potential changes in consumer lifestyle, nutritional preferences, and health-related concerns. Growing concerns over volatility of commodity prices, energy costs, geopolitical issues, and the availability and cost of financing might contribute to increased volatility and diminished expectations for the economy and global markets going forward. These factors, combined with declining global business, consumer confidence, and rising unemployment, might precipitate an economic slowdown. Continued weakness in consumer confidence and declining income and asset values in many areas, as well as other adverse factors related to the weak global economic conditions have resulted in previous years, and may continue to result, in reduced spending on the Group's customers' products and, thereby, reduced or postponed demand from customers for Group products.

Frigo DebtCo plc Strategic Report

for the year ended 31 December 2025

Despite the role that ICMs have in generating sales growth for customers, they constitute capital expenditure, and in periods of economic slowdown, the Group's customers may reduce their investments, including ICM purchases, in efforts to preserve cash. Efforts to preserve cash or redirecting cash towards investments with higher returns, in light of the macroeconomic conditions of high interest rates, may further impair demand for our ICM products. Adverse economic conditions may cause Group customers to forego or postpone new purchases in favour of repairing existing equipment.

In addition, negative effects of downturns in key geographical areas, such as the reduction in consumption of Group customers' products, could also have a material adverse effect on the performance of our ICM business. Any of the factors above could lead to reduced demand for Group products, or reductions in the prices, or both, which would have a negative effect on Group financial condition, results of operations, and cash flows.

The Group's management remains focused on the implementation of the strategic priorities to mitigate risks associated with economic downturns. Through innovation, we are continuously exploring new products to meet evolving consumer needs and stay ahead of market trends. We are also executing several commercial initiatives to improve our commerciality and drive performance of our business. Additionally, we are implementing cost reduction measures to protect our profitability, including streamlining processes, optimising material cost and renegotiating contracts with suppliers. Furthermore, diversification of markets is a key focus area, as we maintain a broad geographic reach, where some of the markets we are operating are less vulnerable to economic volatility. By combining these actions, we aim to strengthen our resilience to economic challenges and position the Group for sustainable long-term growth.

The Group depends on a small number of significant customers that have substantial leverage over suppliers and exert pressure on prices.

The Group relies on a few large multinational customers for its revenue. The Group had two customers who each accounted for over 10% of total revenue. Specifically, one customer contributed approximately 23.1% (€65.3 million) of the Group's total revenue for the financial year ended 31 December 2025, compared to 28.0% (€68.6 million) for the financial year ended 31 December 2024. The second customer represented approximately 12.4% (€35 million) of total revenue for the financial year ended 31 December 2025, while in 2024 this figure was 11.3% (€27.8 million). The loss of any of these customers, a decrease in sales volume, or their financial instability could negatively impact the Group's financial condition and cash flows. With respect to the Group's ICM customers, sales agreements are typically negotiated on an annual basis or through framework agreements and do not include an exclusive supplier clause for ICM and spare parts. The Group cannot assure that it will successfully be able to renew agreements with customers on a timely basis, or on terms reasonably acceptable to the Group or at all. Failure to renew or extend sales agreements with customers, for any reason, could have a material adverse effect on the Group's financial condition, results of operations, and cash flows.

The Group's focus is to continue enhancing its customer base, primarily in Asia and Europe. The Group's management is constantly pursuing commercial strategies to expand its customer base, targeting to reduce the dependence on a small number of clients.

The Group's international presence and operations expose it to compliance obligations and risks associated with economic and financial sanctions imposed, administered and enforced by the United States, the European Union, the United Kingdom and other relevant governmental authorities.

The Group operates internationally, including in certain jurisdictions that are or have been the subject of sanctions imposed by U.S. or EU governmental authorities. The Group is headquartered in the UK and is therefore required to comply with UK and EU sanctions laws and regulations. In certain cases, it may also be required to comply with U.S. sanctions laws and regulations. As such, the Group has implemented compliance policies and procedures with respect to applicable anti-corruption, anti-money laundering, and sanctions laws.

The Group is exposed to risks from unintentional breach of such laws by its employees, suppliers, sub-suppliers, customers, agents, or other third parties involved in its activities, including situations where trading with such suppliers and customers becomes subject to sanctions or if conducted under exemption from sanctions laws, that such exemptions are suddenly withdrawn. Any incidents of non-compliance with applicable laws and regulations, including anti-corruption, sanctions, anti-money laundering or other applicable laws, by the employees, suppliers, agents or other third parties, may result in the Group, or a subsidiary being subject to significant fines or may lead to other consequences, including, but not limited to, the termination of existing contracts, which could have a material adverse effect on the Group's reputation, business, cash

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flows, results of operation and financial condition. In respect of sanctions laws and regulation, the Group has or may have commercial dealings with corporations/persons that are based in countries subject to international sanctions, including Russia.

To the best of our knowledge, we believe that all of the Group's operations have been conducted in compliance with applicable sanctions regimes and have various policies and controls designed to promote and achieve compliance with such sanctions regimes, including seeking affirmative assurances from relevant authorities. Although no assurance can be given that applicable sanctions regimes will not be revised in a manner that impacts the conduct of business in certain jurisdictions or with certain counterparties, the Group intends to continue to comply with all applicable sanctions laws and regulations.

Considering that the Group's customer base consists of high-profile multinational corporations, proactive monitoring and compliance with all applicable sanctions regimes may not be sufficient to ensure continuity in business relationships. While the Group is implementing transparent and proactive procedures vis-à-vis its customers to inform any interested party of its internal compliance processes and sanctions compliance assessment, it cannot eliminate the possibility that some of the Group's customers, driven by reputational concerns, may wish to hold their suppliers to a higher standard than what is required by applicable laws or regulations. In such an event, the Group may not be able to continue its business relationship with such customers on the same terms, or at all, thus impacting its ability to generate revenue.

A violation of the applicable sanctions regimes could have a material adverse impact on the Group's business, financial condition, and results of operations. The Group regularly performs reviews of the Russia and Ukraine conflict situation as part of its business and risk management processes, focusing on enhancing the robustness of the internal control systems and risk management processes. The Group's Audit Committee was informed of any changes or adaptations to ensure full functionality as it continued to operate under the circumstances and uncertainties of the conflict between Russia and Ukraine. The Group's Audit Committee, together with international legal advisors specialising in sanctions laws and regulations, continue to monitor and assess any development in certain jurisdictions that might affect the Group's financial conditions and results of operations.

The Group is exposed to risks related to conducting operations in multiple countries, including political, economic, geopolitical legal, regulatory and other risks and uncertainties which may adversely affect our business and results of operations.

The Group has a strong international presence. Operating results depend on the prevailing economic and geopolitical conditions in the markets it operates, such as the level of GDP growth, unemployment rates, interest rates, inflation, tax rates, foreign exchange rates as well as other conditions which specifically affect its ICM Operations. The Group is also affected by the various political, geopolitical, legal, regulatory, and other risks and uncertainties associated with conducting business in multiple countries.

A substantial portion of the Group's international operations are in emerging markets, which experience their own unique risks and from time-to-time undergo major changes in their policies and regulations. The governments of certain emerging markets exert significant influence over the economy, amending their policies and regulations and implementing measures including interest rate hikes, application of exchange controls, changes in taxation policies, imposition of price controls, currency devaluation, capital controls, and restrictions on imports. These changes may have a negative impact on the Group's operations since they affect various factors such as interest rates, monetary policies, foreign exchange controls and limitations on remittances abroad, fluctuations in exchange rates, inflation and deflation, social instability, price fluctuations, crimes and non-enforcement of the law, political instability, and volatility in domestic economic and capital markets. As a result of capital or similar controls, the Group may face delays or difficulties in continuing upstreaming cash payments. It may also be forced to convert foreign currencies subject to capital or exchange controls at disadvantageous rates.

The financial risks of operating in emerging and developing markets also include, but are not limited to, the risk of liquidity, inflation, currency devaluation, price volatility, currency convertibility and transferability, the risk of the country breaching its obligations, and the risk of austerity measures imposed as a result of major deficits. These factors have and will continue to affect the Group's results, potentially resulting in its operations being suspended, its operating costs rising in those countries, or its ability to repatriate profits from those markets being restricted.

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Furthermore, the performance of emerging market economies in the past has been affected by the political climate in these countries. Political crises have had an impact on the confidence of investors and the public in general, and they have adversely affected the economic development of these countries. For example, following the Ukraine-Russia conflict, a gradual decline in revenue from ICM in Russia and Ukraine has been witnessed, as key international customers exit the region or downsize their operations. In addition, the recent crisis in the Middle East may negatively affect the Group's cost base due to increased energy prices as well as the demand for coolers.

To mitigate the risks associated with operating in international markets, the Group employs a multifaceted approach. Firstly, it actively diversifies its market presence, to reduce overreliance on specific emerging markets. Secondly, the Group conducts robust risk assessments, continuously monitoring political, economic, and regulatory landscapes to stay ahead of potential challenges.

If the Group is unable to implement its planned improvements and cost reductions successfully and achieve further operational efficiencies, its growth and profitability could be harmed.

As part of its strategic priorities, the Group consistently seeks to control costs, improve efficiency and cash flows, while maintaining and improving the quality of its products, and maximise value creation for customers. The Group has put in place several strategic initiatives to achieve this goal, which contemplate the reduction of costs, including, but not limited to, the simplification of its product portfolio, product development modifications, alternative sourcing of materials, the implementation of lean manufacturing processes, improvements in its productivity and reduction of operating expenses, while reinforcing product quality. If the implementation of these initiatives is not successful and the targeted cost savings and other improvements cannot be realised, the Group's results of operations could be adversely affected. Even if the expected benefits are achieved, they may not be achieved within the anticipated time frame. The cost savings and inventory reduction that the Group anticipates are based on estimates and assumptions that are inherently uncertain, although considered reasonable by the Group and may be subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond its control. As a result, there can be no assurance that such cost savings and operating improvements will be achieved. For example, if the Group's sales volumes were to decline substantially due to deteriorating macroeconomic conditions, the Group's expected cost savings may be diluted. In addition, the Group's business requires ongoing capital expenditures which the Group may be unable to fund. The Group may fail to maximise cash flow and achieve profitability. The occurrence of any of these risks could prevent the Group from achieving the anticipated benefits from these initiatives, which could adversely affect the results of its operations, financial condition and cash flows.

The Group is exposed to foreign exchange rates and the impact of foreign exchange controls, which may adversely affect its profitability or ability to repatriate profits.

The Group operates internationally and generates a significant percentage of its revenue in currencies other than the euro, its reporting currency. As a result, the financial position and results of operations are subject to currency translation ris ks. The Group also faces transactional currency exchange rate risks if sales generated in one foreign currency are accompanied by costs in another currency. Net currency exposure from sales denominated in non-euro currencies arises to the extent that the Group does not incur corresponding expenses in the same foreign currencies. More than 50% of the Group's net sales from continuing operations was denominated in currencies other than the euro, mainly the Indian rupee, the South African rand, the U.S. dollar, and the Romanian leu. The Group is therefore subject to foreign currency exchange rate risk on cash flows related to sales, expenses, financing, and investing transactions conducted in currencies other than the euro. Significant fluctuations in exchange rates, particularly in the U.S. dollar, the South African rand, the Indian rupee, and the Romanian leu against the euro, may have an adverse impact on the Group's financial performance.

The Group's subsidiaries with functional currencies other than the euro use natural hedging to limit their exposure to foreign currency risk. Natural currency hedging can be achieved by matching, to the maximum possible extent, revenue and expense cash flows in the same currency in order to limit the impact of currency exchange rate movements. When natural hedging cannot be achieved, the Group may use derivatives, mainly in the form of forward foreign currency exchange contracts. In some cases when derivatives are either not accessible or at very high hedging cost, the Group may decide to allow foreign exchange exposure to remain unhedged. Recently, derivatives have not been used, only natural hedging of exchange rate risks to the extent that this is feasible. It is not possible to predict whether the hedging activities cover the entire exposure

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to all foreign currency exchange rate risks and potentially in relation to exchange rates could have a negative effect on the

Group's financial results.

In countries where the local currency is, or may become, convertible and/or monies can become transferable only within prescribed limits or for specified purposes, it may be necessary for the Group to comply with exchange control requirements and to ensure that all relevant permits are obtained before profits from the subsidiaries in these countries can be repatriated. The Group may be required to repatriate monies at exchange rates that differ from market terms and/or rates used for currency translation for the financial statements. Foreign exchange controls may result in major negative impacts on the Group's business operations, financial and operating results, due to restrictions on the ability to repatriate profits and on the free flow of monies between the subsidiaries and other restrictions on export and import activities. Moreover, in a number of countries, our subsidiaries cannot lend money to an affiliate. In addition, it is possible that if any Europea n country in which the Group operates or is established ceases to use the euro as its currency, that country would apply exchange controls. Similarly, other European countries in which the Group operates or is established and which do not use the euro as their currency may apply exchange controls. The impact of such exchange controls may have a material adverse effect on the Group's business and financial results and the payments under the Notes or the guarantees in a currency other than the euro.

The Group faces intense competition in many of the markets in which it operates.

The Group's ICM Operations face intense competition from regional competitors in specific markets, competing based on price, design, quality of service, product features, maintenance costs, and warranties. In Europe, the Group believes that its main competitors in the ICM market are Metalfrio Solutions, UBC Group, Ugur, and Simfer which are local manufacturers, most of which have low-cost manufacturing capabilities and compete with the Group on price. Although the Group's customers that operate in Europe are price sensitive, they also take into account other factors, such as the product's lifetime, energy consumption, serviceability and aesthetics. In Asia and Africa, the Group's primary competitors are Sanden Intercool, Western Refrigeration, Haier and Metalfrio Solutions and customers are also price sensitive. Western Refrigeration is the key competitor in the Indian market. In the Middle East, the main competitors are Everest Industrial, Sanden Intercool, Western Refrigeration, Ugur and Metalfrio Solutions.

Furthermore, the ICM business in India benefits from significant barriers to entering or importing into those markets as a result of import duties and protective tariffs. The Group's exposure to US tariffs is insignificant. The Group's sales in Ind ia may be adversely affected if the local government were to remove the barriers to entry or reduce import duties, which may consequently adversely affect its results of operations and financial results.

The Group may also encounter increased competition from new market entrants. Any rise in competitive trends which result in pricing pressure and any inability on the Group's part to respond, could result in loss of market share and negatively affect its profit margin and, consequently, its financial results and cash flows in future periods.

In addressing the competitive landscape, the Group implements strategic initiatives across its ICM Operations. The Group focuses on enhancing product differentiation, as well as emphasising features such as design and innovation. The Group also prioritises customer satisfaction through superior service quality and responsive maintenance support, fostering longterm relationships and loyalty. Finally, continuous improvement in cost-efficiency across manufacturing processes enables the Group to maintain competitive pricing while preserving profit margins.

The Group is subject to risks associated with developing new products and technologies in its ICM Operations, which could lead to delays in new product launches and involve substantial costs.

The Group aims to improve the performance, usefulness, design, and other physical attributes of its existing products, as well as to develop new products to meet customers' needs. To remain competitive, the Group must develop new and innovative products on an ongoing basis. The Group invests significantly in the research and development of new products, including environmentally friendly and energy efficient ICM platforms. These expenditures may not result in commercially viable products that will be accepted by the market at the time of their completion or at all. To the extent they do not, the Group will have increased expenses without significant sales to benefit it. As a result, the Group is exposed to risks associated with developing new products and technologies such as (a) achieving energy consumption levels that match customer expectations, (b) cost optimisation, (c) developing new refrigeration technologies before the competition does, and (d)

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developing innovative ICMs whose performance and unexpected technical problems can be monitored online. Any of these factors could result in the delay or abandonment of the development of a new technology or product. The Group cannot guarantee that it will be able to implement new technologies or that it will be able to launch new products successfully. The Group's failure to develop successful new products may impact relationships with customers and cause existing as well as potential customers to choose to purchase used equipment or competitors' products, rather than invest in new products manufactured by the Group, which could have a material adverse effect on the Group's financial condition, and results of operations.

The Group's profitability could be affected by supply and demand and cost of raw materials and energy.

The raw materials that the Group uses or that are contained in the components and materials that the Group uses have historically been available in adequate supply from multiple suppliers. For certain raw materials, however, there may be temporary shortages due to production delays, transportation, or other factors. In such an event, no assurance can be given that the Group would be able to secure its raw materials from sources other than its current suppliers on terms as favourable as its current terms, or at all. Any such shortages, as well as material increases in the cost of any of the principal raw materials that the Group uses, including the cost to transport materials to its production facilities, could have a material adverse effect on the Group's business, financial condition, and results of operations.

The primary raw materials relevant to the Group's ICM Business are steel, copper, plastics, and aluminium. These raw materials are commodities, many of which are sold at prices linked to the U.S. Dollar. Occasionally, the purchase prices of some of these key raw materials increase significantly, also increasing the Group's expenses.

The Group generally purchases steel via annual contracts at predefined prices, although in some cases the contracts may have smaller time validity (semester or quarter) due to the volatility of the global steel market, in the last couple of years. However, from time to time, the Group may also agree to purchase larger volumes of steel to stock at its warehouses or with suppliers in order to take advantage of favourable fluctuations in steel prices. While the Group does not generally purchase copper and aluminum directly as raw materials for products, copper and aluminum are contained in certain components and other materials that it uses in the ICM business, the prices of which are directly or indirectly related to the prices of copper and aluminum on the London Metal Exchange, which has historically been subject to significant price volatility. In addition, increased energy costs that cannot be passed on to customers through price increases may impact the Group's operating costs and could have an adverse impact on its results of operations, financial condition, and cash flows. In addition, the recent crisis in the Middle East may negatively affect the Group's cost base due to increased energy prices as well as the demand for coolers.

The Group may not be able to pass on all or part of raw material and energy price increases to its customers now or in the future. In addition, the Group may not be able to hedge successfully against raw material price increases. Furthermore, while in the past sufficient quantities of steel, copper, and aluminium have been generally available for purchase, these quantities may not be available in the future and, even if available, they may not be at current prices. Further increases in the cost of these raw materials could adversely affect the Group's operating margins and cash flows. If in the future the Group is not able to reduce product costs in other areas or pass raw material price increases on to customers, its margins could be adversely affected.

Increased or unexpected product liability claims, product warranty claims and claims from ''epidemic'' cases could adversely

affect the Group.

The sale of the Group's products involves a risk of product liability claims against it by its customers and third parties. While the Group's quality management system provides for, among other things, in-process control systems, it cannot exclude the possibility that some of its products or product batches will not meet all agreed specifications or quality requirements. A successful product liability claim or series of claims against the Group in excess of its product liability insurance, or outside the scope of coverage of its product liability insurance, or payments for which it is not indemnified or has not otherwise made provisions could have a material adverse effect on its business, financial condition, and results of operations.

Furthermore, the Group offers its ICM customers the option of a warranty or a limited supply of free spare parts with each sale, for a limited time period, typically two to five years. Longer warranties are offered to customers as an option, by adjusting prices accordingly. The warranties typically cover workmanship, and in some cases materials, on products the Group manufactures. There are also other warranty options, such as price discounts or free spare parts, instead of warrants

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associated with the sale of products. However, certain of the sales agreements impose further obligations on the Group if there is a delay in the supply of the ICM unit or if the unit is rejected by the customer, including an obligation on the relevant company of the Group to, at the option of the customer, repair, replace or refund the price. In addition, the Group must indemnify certain customers for defects pursuant to the terms of some of the agreements. If a product fails to comply with the warranty, the Group may be obligated, at its own expense, to correct any defect by repairing or replacing the defective product.

From time to time, the Group may also experience voluntary or court-ordered product recalls. The Group expends considerable resources in connection with product recalls, which typically include the cost of replacing parts and the labour required to remove and replace any defective part. In addition, product recalls may result in reputational harm and a loss of customers if, as a result, consumers question the safety or reliability of the Group's ICMs. In 2024, several incidents of door hinge failures were reported across certain European markets involving a specific family of coolers. Following internal investigations and testing, management identified a potential risk of recurring failures that could result in bodily injury or property damage to third parties. As a precautionary measure, the Group has initiated a product recall, and the case has been reported to its insurers. The insurance policy covering recall-related costs has been triggered, and the insurer has formally confirmed coverage. The Group is continuing to progress with recall activities and is incurring the associated costs.

Although the Group maintains warranty and epidemic reserves in an amount based primarily on the number of units shipped and on historical and anticipated warranty claims and epidemics, there can be no assurance that future warranty claims or epidemics will follow historical patterns or that the Group can accurately anticipate the level of future warranty claims or epidemic failure costs. An increase in the rate of warranty claims and epidemics or the occurrence of unexpected warranty claims and epidemics could have a material adverse effect on the Group's financial condition, results of operations, and cash flows.

The Group is subject to extensive applicable governmental regulations, including environmental and licensing regulation, and to increasing pressure to adhere to internationally recognised standards of social and environmental responsibility, such as on climate change, which are likely to result in an increase in our costs and liabilities.

The Group's operations and properties, as well as its products, are subject to extensive international, EU, national, provincial, and local laws, regulations, and standards relating to environmental, health, and safety protection. These laws, regulations, and standards govern, among other things: emissions of air pollutants and greenhouse gases; water supply and use; water discharges; waste management and disposal; noise pollution; natural resources; product safety; workplace health and safety; the generation, storage, handling, treatment, and disposal of regulated materials; asbestos management; climate change; and the remediation of contaminated land, water, and buildings.

The scope of these laws, regulations, and standards varies across the different countries in which the Group operates. For example, the Group's operations in Romania must comply with the laws of that country as well as EU and international legal requirements. The Group requires numerous environmental, health, and safety permits issued by regulators to conduct its operations, including air permits, water and trade effluent discharge permits, water abstraction permits, and waste authorisations. Failure to comply with these permits, laws, and regulations, or to obtain and maintain the required permits, could subject the Group to criminal, civil, and administrative sanctions and liabilities, including fines and penalties, as well as operational constraints or shutdowns.

In addition, public expectations for the reduction in greenhouse gas emissions could result in increased energy, transportation, and raw material costs and may require that the Group makes additional investments in facilities and equipment. As a result, the effect of climate change could have a long-term adverse impact on the Group's business and results of operations. The Group's internal operational risk management program, which assesses the level of risks related to its goals at each of its plants and measures to mitigate risks, has identified climate change as a key risk that relates to both its business continuity and environmental management. This program has indicated a high level of risk of production downtime for the Group from greater variability of temperatures, as well as a high risk of reputational damage with customers and investors if the Group fails to meet compliance requirements or is seen to be insufficiently managing climate change risks. The Group continues to evaluate the measures and opportunities to reduce these risks.

The Group operates in numerous countries where environmental, health, and safety laws, regulations, and standards, as well as their enforcement, are still developing. The Group expects environmental, health, and safety laws and enforcement in both developing and developed countries to become more stringent over time, leading to an anticipated increase in

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compliance costs in the future. Additionally, stakeholders and the communities in which the Group operates increasingly expect the Group to apply stringent, internationally recognised environmental, health, and safety benchmarks to its operations in countries with less developed laws and regulations. This could result in significant new obligations and costs for the Group. For example, key areas where the Group is witnessing a push for new regulation and voluntary industry initiatives include climate change and the replacement of HFC refrigerant gases with those powered by renewable sources, such as solar cells or eutectics technology. Failure to manage relationships with local communities, governments, and non-governmental organisations may harm the Group's reputation, as well as its ability to bring projects into production, which could materially adversely affect its revenues, results of operations, and cash flows. Additionally, the costs and management time required to comply with standards of social responsibility and sustainability are expected to increase over time.

Sites at which the Group operates often have a long history of industrial activities and may be, or have been in the past, contaminated with hazardous materials, resulting in potential liability to investigate or remediate them as well as for claims of alleged harm to persons, property, or natural resources. Liability may be imposed on the Group related to contaminated sites where it is the current or previous owner, occupier, or operator, or sites where it sends waste containing hazardous materials for disposal, even if its activities did not result in the contamination. Regarding companies the Group acquired or may acquire, it cannot assure that its due diligence investigations identified or accurately quantified all material environmental, health, or safety matters related to acquired facilities. In addition, the Group is exposed to claims alleging injury or illness associated with asbestos and other materials present or used at production sites or associated with the use of the products that it manufactures or sells.

Furthermore, the Group may be required by relevant governmental authorities to maintain certain licenses or permits in the jurisdictions in which it operates. These licenses and permits are generally subject to a variety of conditions stipulated either within the licenses and permits themselves or under the particular legislation or regulations governing the issuing authorities. The continuation of these licenses and permits may be subject to annual examinations or random inspections by the relevant authorities to ensure that the premises comply with all relevant regulations of the issuing authority. Any breach or material noncompliance with the regulations of the issuing authorities could harm the Group's operating results, financial condition, and reputation.

The Group implements robust compliance measures and proactive risk management strategies. The Group maintains a team to monitor and ensure adherence to international, EU, and local laws and regulations across its global operations. This includes obtaining and maintaining necessary permits and licenses, conducting regular audits, and implementing corrective actions as needed. Additionally, the Group invests in technology and infrastructure to minimise environmental impact and reduce emissions, thereby aligning with evolving sustainability expectations. Lastly, the Group maintains comprehensive insurance coverage to mitigate financial risks associated with litigation, regulatory penalties, and remediation costs, providing a layer of protection against unforeseen events and liabilities.

The Group is exposed to various operational risks

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This includes, among other things, losses that are caused by a lack of controls within internal procedures; violation of internal policies (including but not limited to anti-corruption and anti-bribery policy) by employees, agents, consultants or partners; the disruption or malfunction of IT systems, computer networks and telecommunications systems; mechanical or equipment failures; human error; natural disasters; catastrophic events; or malicious acts by third parties. There can be no assurance that the Group will effectively detect and prevent violations of any applicable laws by one or more of its employees, consultants, agents or partners. Additionally, it is generally exposed to risks related to information technology, since unauthorised access to or misuse of data processed on its IT systems, human errors associated therewith or technological failures of any kind could disrupt its operations, including the manufacturing, design and engineering process. Like any other business with complex manufacturing, research, procurement, sales and marketing, financing and service operations, it is exposed to a variety of operational risks and, if the protection measures put in place prove insufficient, its results of operations and financial conditions could be materially affected. Further, the Group cannot always prevent or detect corrupt or unethical practices by third parties, such as subcontractors or agents, which may result in substantial fines and penalties, in addition to reputational damage to it.

For example, the Group depends on effective supply and distribution networks to obtain necessary inputs for its production processes and to deliver its products to its customers. Damage or disruption to such supply or distribution capabilities due

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to weather, natural disaster, fire, loss of water or power supply, terrorism, political instability, military conflict, pandemics, strikes, the financial and/or operational instability of key suppliers, distributors, warehousing and transportation providers or brokers, or other reasons, could impair the Group's ability to manufacture or sell its products. Although the risk of such disruptions is particularly acute in the Group's operations in Africa and Asia, where distribution infrastructure may be relatively undeveloped, its operations in Europe are also subject to such risks. To the extent that the Group is unable to effectively manage such events if they occur or cannot financially mitigate the likelihood or potential impact of such events, they could have a materially adverse effect on its business and financial results.

The Group is also exposed to the risk of catastrophic events, such as severe weather conditions, floods, natural disasters caused by significant climate changes, fires, earthquakes, pandemics or epidemics, or terrorist and war activities in any of the jurisdictions in which it operates, but especially in emerging markets and geographical areas with less established infrastructure. Such events may have a negative effect not only on manufacturing capacity in the affected area, but also on retailers, particularly for retailers who sell non-essential goods. The occurrence of such an event could adversely affect the Group's business and operating results. The Group cannot accurately predict the extent to which such events may affect it, directly or indirectly, in the future. The Group also cannot assure you that it will be able to obtain or choose to purchase any insurance coverage with respect to occurrences of terrorist acts and any losses that could result from these acts. If there is a prolonged disruption at the Group's properties due to natural disasters, severe weather conditions, terrorist attacks or other catastrophic events, its results of operations and Group's financial condition could be materially adversely affected.

The Group may be subject to litigation, regulatory investigations and other proceedings that could have an adverse effect.

The Group is currently involved in certain litigation proceedings, and it anticipates that it will be involved in litigation matters from time to time in the future. The risks inherent in its business expose the Group to litigation, including personal injury, environmental litigation, litigation with contractual counterparties, intellectual property litigation, tax litigation and product liability lawsuits. In this context, certain members of the Group (the "Respondents") were involved in confidential arbitration proceedings with an approximate value of €57 million commenced by another subsidiary of the Group (the "Claimant") in connection with certain alleged intra-group payables. In November 2024, the relevant arbitral tribunals issued awards which were entirely in favour of the Respondents. The deadline to challenge these awards in the seat of the arbitrations has now expired. The Claimant has also brought certain other legal proceedings concerning alleged intra-group payables with an approximate value of €1 million. A judgment has been issued in relation to one of these claims ordering the Respondents to pay approximately €1 million to the Claimant. An appeal of that judgment has been refused, and the Respondents have filed a further cassation appeal. The cassation court has also upheld the judgements of the first instance and the appeal courts. There are no other significant litigations or arbitration disputes before judicial or administrative bodies that have a significant impact on the financial statements or the operation of the Group.

The Group cannot predict with certainty the outcome or effect of any claim, regulatory investigation or other litigation matter, or a combination of these. If the Group is involved in any future litigation, or if its position concerning current disputes is found to be incorrect, this may have an adverse effect on its business, financial condition and results of operations, because of potential negative outcomes, the costs associated with asserting its claims or defending such lawsuits, and the diversion of management's attention to these matters.

The Group's insurance policies may not cover, or fully cover, it against natural disasters, certain business interruptions, cyber-attacks, global conflicts or the inherent hazards of its operations and products.

Through a number of international and local insurers, the Group has insurance policies relating to certain operating risks, including property damage (including aspects of business interruption for certain sites), public and product liability, cargo in transit insurance (for certain companies), rolling stock and vehicles insurance (in certain locations), and directors' and officers' liability. While the Group believes that the types and amounts of insurance coverage currently maintained are in line with customary practice in its industry and are adequate for the conduct of its business, the insurance does not cover all potential risks associated with its business or for which it may otherwise be liable. For example, the Group's insurance policies may not cover, or fully cover, against political risks, global conflicts, environmental risks or the inherent hazards of its operations and products (including any potential product recall). In addition, the Group's policies are subject to standard deductibles and exclusions that could affect its ability to make a claim. Consequently, the Group cannot provide any assurance that its insurance coverage will adequately protect it from all risks that may arise or in amounts sufficient to

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prevent any material loss. There can be no assurance that the Group will be able to renew or replace any insurance policies which have expired or may otherwise terminate or cease to be in effect.

Additional tax expense or additional tax exposure may affect the Group's future profitability

The Group is subject to various taxes in the countries in which it operates. The Group's tax expense includes estimates of additional tax which may be incurred for tax exposures and reflects various estimates and assumptions. In addition, the assumptions include assessments of the Group's future earnings that may impact the valuation of its deferred tax assets. The Group's future results of operations may be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in its overall profitability, changes in tax legislation and rates, changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, the results of audits and examinations of previously filed tax returns and continuing assessment of its tax exposures. Significant changes to the applicable tax regime may have a material adverse effect on the Group's financial conditions, and results of operations.

Section 172 statement

As Directors of the Group, we have a duty to promote the success of the Company and the Group for the benefit of its shareholders, while having regard to the interests of our stakeholders, as outlined in Section 172 of the Companies Act 2006.

Therefore, we act in a way we consider, in good faith, is most likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have regard to the:

1. likely consequence of any decision in the long term

2. interests of the Group's employees

3. need to foster the Group's business relationships with suppliers, customers and other stakeholders

4. impact of the Group's operations on the community and the environment

5. desirability of the Group maintaining a reputation for high standards of business conduct

6. need to act fairly between members of the Group

7. Expand into connected and unattended retail solutions through the commercialisation of coolers equipped with smart vending technologies towards the beverage industry and selected key accounts in the HoReCa sector.

Our company has implemented an internal regulation of operation to oversee our activities and uphold our core principles and guidelines. This framework is designed to promote transparency, accountability, and compliance with regulatory requirements, ensuring the protection of stakeholders' interests and the advancement of ethical business practices. We are committed to maintaining these standards as we pursue our business objectives and strive for long-term success. We also keep open and transparent communication channels with our shareholders.

In 2025, the Directors approved the sale of Glass segment and Frigoglass Eurasia LLC ("Frigoglass Eurasia"). This represents a strategic decision to focus on the ICM business and reduce the debt of the Group. On 5 February 2026, the Group successfully completed the sale of its Glass segment. On 1 September 2025, the Frigoglass Group entered into an agreement to sell Frigoglass Eurasia. The completion of the sale of Frigoglass Eurasia is subject to several conditions and approvals.

The Directors acknowledge that the Company had a net liability position at 31 December 2025 which turned positive following the disposal of its subsidiary Frigoinvest Nigeria Holdings (the holding company of the Glass business).

The following section outlines how the Directors take these factors into account in their decision making in relation to the following stakeholder groups:

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Employees

Our people are our greatest asset. Engaging and developing our people for the long term is our firm objective. We are therefore strongly committed to attracting, developing and retaining the best people to successfully support our business strategy, whilst providing them a safe and inclusive working environment.

We recognise the importance of our employees in driving the success of our business. We strive to maintain a positive work environment, provide opportunities for career development, and ensure fair compensation and benefits. We maintain rigorous health and safety guidelines to ensure a safe and secure working environment for all employees. We uphold the principles of human rights and equality in all aspects of our operations. Our human rights policy prohibits discrimination, harassment, and unfair treatment based on factors such as race, gender, religion, or disability. We strive to create an inclusive workplace where everyone feels valued and respected. We foster positive labour relations through open communication, collaboration, and respect for employee rights. We invest in the continuous learning and development of our employees to enhance their skills, knowledge, and capabilities. Our learning and development programs include mentorship opportunities, training workshops, and educational subsidies to support professional growth and career advancement. We adhere to fair and transparent recruitment practices to attract diverse talent and build a skilled workforce. Our recruitment policy promotes equal opportunities, merit-based selection criteria, and ethical sourcing strategies to ensure a diverse and inclusive workplace. Recognising the importance of flexibility and work-life balance, we have implemented a work from home policy that allows eligible employees to remotely work when feasible. This policy supports employee well-being, enhances productivity, and promotes a healthy work-life integration.

We don't expect the disposal of Glass business and Frigoglass Eurasia to have a negative impact on our employees. As regards Glass segment and Frigoglass Eurasia employees, we don't expect the disposals to impact employees as the buyers express their intention to invest and grow the businesses.

• Policies at a glance

  Our Labour Relations policy ensures compliance with the national legislation and internationally agreed human rights standards and regulations such as the Universal Declaration of Human Rights (UNDHR).

  Our Human Rights Policy, which is guided by the International Bill of Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work, sets out the principles for how we relate to our employees, contractors, suppliers and partners. We are committed to respecting all internationally recognised human rights. Forced or slave labour and child labour are strictly forbidden, while we prohibit the employment of persons under 18 years of age in occupations that require exposure to hazardous conditions, as provided for in ILO Convention 182. Our employees have the right to join and support a union and be covered by a collective agreement. In the majority of our plants there are unions or authorised employee representatives. We encourage constructive dialogue with our employees' freely chosen representatives, and we are committed to bargaining in good faith.

  Our Speak up policy, which is intended to allow employees and business partners raise any concerns and indicate any violation of the policies and procedures, provides a free communication channel around the clock, every day of the year.

  Our Code of Business Conduct upholds our commitment to providing equal employment opportunities in the workplace and treating all employees without bias. Our Code of Business Conduct is read and signed by all employees during the hiring process. Besides that, it is an integral part of the training program of our e-learning tool.

• Health and Safety

  Occupational health and safety have always been a top priority for Frigoglass. Our manufacturing operations are part of the heavy industry and consequently the work environment and several production processes in our facilities hold potential risks. At Frigoglass, we aim to maintain high level of safety across the business whilst consistently improving our safety culture. It is of utmost importance to ensure that all employees are aware of the hazards and potential risks and always comply with safety standards and regulations. In this respect, at Frigoglass we:

• Provide compulsory training on health and safety (H&S) issues to employees as well as to external partners working at our facilities.

• Offer healthcare programs to all our employees.

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• Provide personal protective equipment and follow procedures of handling chemicals and hazardous materials in all our plants, which are regularly inspected and updated.

• Cooperate closely with clinics and/ or hospitals located in the vicinity of our plants.

• Conduct regular risk analysis on H&S issues and implement appropriate measures for controlling risks.

• Monitor incidents related to Health and Safety at all of our sites and take immediate actions to remedy the possible causes and continuously improving workplace conditions

  We are committed to keeping workplace accidents at zero levels by applying and implementing various structural and technical measures, as well as conducting risk assessments on our facilities and equipment. More specifically, risk assessments are conducted on a monthly basis in order to promptly identify and mitigate potential hazards. They include the following steps:

• Identify and record potential hazards.

• Identify the groups of employees exposed to those hazards.

• Evaluate the severity of hazards.

• Identify measures to mitigate risk.

• Implement corresponding measures.

• Re-evaluate and revise previously conducted risk assessments.

  In 2025, all our certified operational sites were audited as required by ISO 45001:2018 and maintained their certificates. During 2025, Head Office H&S team launched awareness campaigns on safety topics under the name "Act Safe", focusing on safe behaviour, defined new KPIs in line with best practices in H&S and monitored them. Head Office H&S team carried out inspections to all sites, checking their safe work systems and identifying opportunities for improvement. In 2025, service center entities were also included in Group's statistics.

  Updated H&S KPIs were formulated and implemented towards monitoring Health & safety performance:

• LTIR - Lost Time Incident Rate - describes the number of lost time incidents that a company experiences per 100 full-time employees in any given time frame

• TRIR - Total Recordable Incident Rate - describes the number of recordable incidents that a company experiences per 100 full-time employees in any given time frame

• ISR - Incident Severity Rate - indicates the severity of the incident based on number of days of absence

Having new KPIs, the targets for 2025 were established based on benchmarking of industries within the same business sector:

New digital systems and platforms were implemented to give people the possibility to report unsafe conditions and acts and to act preventively, to standardise incident investigation and define corrective actions.

Customers

Our customers are at the heart of everything we do. We are committed to delivering high-quality products and services that meet their needs and exceed their expectations. We actively seek feedback from customers to continuously improve our offerings. Our goal is to generate value for both our business and customers. We achieve this by crafting high-quality, reliable products and services, constantly refining their efficiency, and ensuring strict compliance with applicable laws in all facets of our operations. Our customer-centric initiatives are guided by several key focus areas. We prioritise customer focus and brand promotion, ensuring that our products and services align with the needs and preferences of our diverse customer base. We place a strong emphasis on business resilience and operational excellence, by investing in robust infrastructure, streamlined processes, and innovative technologies. We adhere to strict compliance standards to safeguard customer data and confidential information, ensuring the confidentiality, integrity, and availability of our systems and services. Through

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these initiatives, we demonstrate our unwavering commitment to putting our customers first, delivering value-driven solutions, and building lasting relationships based on trust, transparency, and mutual respect.

Four pillars support our ICM Commercial Vision:

1. Build on successful partnerships: Maintain strong partnership with our Global Accounts to serve them with a differentiated offering in line with regional requirements.

2. Optimise route-to-market approach: Integrate our customers' requirements into our products and serve them with

   great value, while Innovation & Sustainability remain key pillars for any new development.

3. Enhance commercial capabilities to strengthen customer relationships: Create a strong and ambitious commercial organisation and culture as enabler of our go-to-market strategy and reach our targets. Split Sales teams according to market environment aiming at increasing focus on satisfaction of different customer group's needs, promote innovation and expand customer base.

4. Expand into connected and unattended retail solutions through the commercialisation of coolers equipped with smart vending technologies towards the beverage industry and selected key accounts in the HoReCa sector.

   We don't expect the disposal of Glass business and Frigoglass Eurasia to have a negative impact on our customers. As regards Glass segment and Frigoglass Eurasia customers, we don't expect disruption.

   Suppliers

   We value our relationships with suppliers and aim to maintain mutually beneficial partnerships. We work closely with suppliers to ensure ethical sourcing practices, fair terms, and timely payments. Central to our supplier management approach is the meticulous selection and evaluation of suppliers. Our Purchases & Payment Procedure outlines the supplier selection and evaluation process, which includes rigorous criteria for assessing potential suppliers' capabilities, reliability, and adherence to ethical standards. Through annual supplier selection and allocation processes, we ensure that our supplier base is diverse, competitive, and aligned with our business objectives. Supplier performance measurement is a key component of our supplier management strategy, allowing us to assess suppliers' performance against predefined metrics and benchmarks. This enables us to identify areas for improvement, address any issues promptly, and recognise exceptional performance. Our procurement processes are designed to streamline operations and optimise cost efficiencies while maintaining the highest standards of integrity and compliance. From sourcing and tendering to contract negotiation and execution, we adhere to established procedures that prioritise fairness, transparency, and accountability. Payment processes are similarly governed by strict procedures to ensure accuracy, timeliness, and adherence to contractual obligations. We maintain robust controls and oversight throughout the payment process to mitigate risks and safeguard the Group's assets.

   As a global corporation with plants operating in several countries, we always strive to establish honest working relationships with our suppliers which adhere to the principles of sustainable development. An audit process is in place for our largest and most important suppliers, as well as for all our new suppliers. Our objective is to continuously include a wider range of criteria into our supplier assessment processes and audit forms. This refers not only to operational issues, such as the mitigation of supply chain constraints, but also to sustainability aspects such as:

   • The impact of our suppliers on ethics, labour and human rights

   • Health and safety performance amongst our suppliers

   • The environmental impact of our suppliers, with regard to both the materials used in manufacturing and their products.

   • Specific Request for Quotation (RFQ) forms targeted at examining sustainability aspects of our suppliers'

     operations.

     We don't expect the disposal of Glass business and Frigoglass Eurasia to have a negative impact on our supplier base.

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     for the year ended 31 December 2025

     Community

     It is important for us to be a responsible corporate citizen by supporting the local society. We work closely with our community stakeholders to find out how we can achieve greater social impact through our business operations and focus our efforts on creating value for the communities in which we operate.

     We understand our responsibility to the communities in which we operate. We support local initiatives, charitable organisations, and sustainable development projects to make a positive impact and contribute to the well-being of society. By fostering close relationships and understanding local needs, we aim to create lasting value in the communities where we operate. At Frigoglass, our strategic priorities are centred around creating a positive and impactful presence at the local level. These priorities underscore our commitment to social responsibility and sustainability, guiding our actions to engage with and invest in local communities, prioritise local workforce employment, and actively support local suppliers. Through these initiatives, we aim to foster a harmonious relationship with the communities in which we operate, contributing to their well-being and reinforcing our values as a responsible corporate citizen.

     Anti-bribery and anti-corruption

     Maintaining the highest standards of integrity and ethical conduct is fundamental to our business philosophy. We are committed to conducting our affairs with honesty, transparency, and accountability, and we have implemented robust policies and procedures to prevent bribery and corruption in all forms. Our anti-bribery and anti-corruption policy outlines clear guidelines and protocols for identifying, reporting, and addressing any instances of bribery or corruption within our organisation and in our interactions with external parties. By adhering to this policy, we uphold the trust and confidence of our stakeholders, protect our reputation, and ensure that our business practices are conducted in a fair and ethical manner. Our gifts and entertainment guidelines provide clear guidance to employees on appropriate practices when giving or receiving gifts, hospitality, or entertainment in the course of business activities. These guidelines aim to prevent conflicts of interest, undue influence, or the perception of impropriety, and promote fairness, transparency, and integrity in our interactions with clients, suppliers, and business partners. By adhering to these guidelines, we demonstrate our commitment to ethical behaviour, responsible decision-making, and maintaining the trust and confidence of our stakeholders.

     Our core values guide our actions, aiming at conducting business in a socially responsible and ethical manner. Our policies and procedures related to Human Rights, Business Ethics, Anti-Corruption and Anti-Bribery are effectively communicated to all (permanent) employees and business partners (e.g. customers and suppliers) through business contract terms and in-person regular online training programs. For our internal stakeholders, we run an e-learning platform, the "Frigoglass Academy", which offers systematic training and uses comprehension test to verify understanding of our policies. It also provides reliable statistical data on the population coverage of the training.

     The training focuses on the following policies and takes place regularly with updated content, including policy revisions and newly introduced policies:

   • Code of Business Conduct and Ethics

   • Labour policy

   • Environmental policy

   • Human Rights policy

   • Speak-up policy

   • Conflict of interest policy

   • Quality policy

   • Health & Safety policy

   • Data protection policy (GDPR)

   • Cyber Security policy

   • Anti-corruption and anti-bribery policy

   • Related party transactions policy

   • Policy against discrimination, violence and harassment at the workplace

   • Learning and development policy

     Frigo DebtCo plc Strategic Report

     for the year ended 31 December 2025

     Environment

     Frigoglass creates value by recognising and reducing its products' impact on the environment. In the operations, we measure performance through regularly monitoring the environmental impact of our products and undertaking actions to improve the efficiency of materials' use. Performance and efficiency constitute key drivers behind all our efforts to minimise our environmental impact.

     We are committed to minimising our environmental footprint and promoting sustainability throughout our operations. We implement environmentally friendly practices, reduce waste, and invest in renewable energy solutions. To demonstrate our commitment to environmental stewardship, the Group has set ambitious sustainability targets, including a Net Zero commitment to reach greenhouse gas emissions neutrality across our entire value chain by 2050. In alignment with this commitment, we have established near-term goals to significantly reduce our greenhouse gas emissions. Our near-term targets include reducing absolute Scope 1 and 2 greenhouse gas emissions by 48.3% and Scope 3 emissions by 27.5% by the year 2030. These targets towards Net Zero have been validated by Science Based Target Initiative (SBTi) reflecting our ambition and commitment to driving meaningful progress towards a sustainable future and mitigating the impacts of climate change. Beyond emissions reduction, we actively seek opportunities to innovate, build, and deliver sustainable solutions to our clients. By integrating sustainability into our business practices and decision-making processes, we aim to create longterm value for our stakeholders while safeguarding the planet for future generations.

     Long-term success

     Quality and innovation are two important drivers in our strategy. Frigoglass aims to create value for its business and customers by developing high quality, reliable products and services, continuously enhancing their efficiency, whilst following fair business practices and ensuring regulatory compliance with applicable laws in all areas of our operation.

     We recognise that our decisions have long-term consequences and strive to balance short-term objectives with sustainable growth. We consider the potential impacts of our actions on future generations and aim to create value for shareholders over the long term.

     Finally, the sale of Glass segment and Frigoglass Eurasia will contribute to Frigoglass long-term success as it will allow the Group to focus on its core business and reduce its debt and finance cost.

     By considering the interests of these stakeholders and the long-term consequences of our decisions, we believe we are fulfilling our duty under Section 172 of the Companies Act 2006 and promoting the success of the Group.

     Stakeholder engagement

     We highly appreciate the role of stakeholders and the significance of their involvement when it comes to defining our sustainability strategy. Engaging with them is essential for understanding their needs and creating value for the organisation. Their insight also helps us acquire a multi-angle perspective that supports our decision-making process and ensures that our sustainability targets and actions respond to their concerns and meet their expectations. In the process of mapping our stakeholders, we have identified those for which we have legal, commercial or moral responsibility, such as our investors, clients and the communities in which we operate. Our employees and our suppliers are equally important stakeholder groups because we depend on them for our operation. Finally, we are conscious of external groups, such as our business partners and product end users, who are influenced by our products and performance. Continuous dialogue and engagement with different stakeholder groups enable us to understand various perspectives, identify opportunities to improve our performance, create value for our customers and shareholders and set our sustainability targets. Integrity, transparency and compliance are the key principles behind all our engagement initiatives. Stakeholder engagement outcomes inform our strategy, risk management and resource allocation, and help us meet stakeholders' expectations and address their concerns.

     Our ongoing engagement with our stakeholders helps us understand:

   • The impact of our activities and how to handle them in a responsible manner.

   • The potential risks and opportunities associated with each stakeholder group and how we can effectively manage them in a proactive way.

   • The effectiveness of our sustainability strategy.

     Frigo DebtCo plc Strategic Report

     for the year ended 31 December 2025

     Feedback from our stakeholders on how we can improve our management and reporting of sustainability issues has included the following recommendations:

   • Integrate sustainability issues further into business strategy.

   • Enhance our sustainability reporting practices demonstrating transparency.

   • Set clear KPIs and targets and measure progress against them.

   • Promote standardisation of procedures on quality, labour management and environmental issues across all operations.

Engaging in sustainability means aligning with the needs and expectations of our stakeholders - customers, consumers, employees and shareholders around the globe.

As we aim to maintain our stakeholders engaged in a business environment that is continuously shifting, we regularly re-evaluate our business and sustainability priorities as well as those of our stakeholders.

The report was approved by the Board of Directors on 29 April 2026 and signed on its behalf.

Georgios Mergos Director

Date: 29 April 2026

Frigo DebtCo plc Board of Directors' Report

for the year ended 31 December 2025

We are pleased to present the Board of Directors' report of Frigo DebtCo plc (the "Company") and its subsidiaries (together the "Group" or the "Frigoglass Group") for the year ended 31 December 2025, in accordance with the Companies Act 2006. The Group is a leading international producer of Ice-Cold Merchandisers (ICMs). The Group is a trusted strategic partner of the world's foremost beverage brands. This report provides a comprehensive overview of the financial performance, strategic priorities, and outlook of the Group.

Results and dividends

Information required by sections 414C(7)(b) and 414C(8) of the Companies Act 2006, including information about future developments, employee matters, and the company's engagement with stakeholders, is included in the Strategic Report, which forms part of this Annual Report.

The Group reported a loss after tax of €41.8 million to owners of the Company for the year ended 31 December 2025 compared to a loss after tax of €29.6 million for the year ended 31 December 2024. Please refer to section "Financial and business review for the year ended 31 December 2025" of the Strategic Report for the details.

The Directors do not recommend a dividend from the Company for the period.

Directors

The Directors who held office during the year were as follows:

Gagik Apkarian - Chairman (non-executive) Vasileios Kararizos (non-executive) Georgios Mergos (non-executive)

Serge Mauris Joris (executive) Isobel Coley (non-executive)

Joint Corporate Services Limited (non-executive) TMF Corporate Directors Limited (non-executive)

Georgios Diakaris (non-executive - resigned on 1 December 2025)

The company's board of directors was reconstituted pursuant to the capital restructuring transaction in April 2023. The board is currently composed of seven directors and is chaired by Mr Gagik Apkarian, Founder & Managing Director of Tetrad Capital Partners. The Directors who held office during the period were as follows:

Gagik Apkarian - Chairman

Gagik Apkarian is the founder of Tetrad Capital Partners, a prominent London-based firm specialising in special situations and growth-focused principal investments, advisory, and execution, with a global footprint. The Tetrad team has lead responsibility, working in collaboration with the company's control shareholders, in transformation of the company.

With over 20 years of experience in private equity, venture capital, investment banking, and management consulting, spanning the U.S., Europe, Middle East, and Australasia, Mr. Apkarian brings a wealth of expertise to the board.

Previously, he served as the co-founder and General Partner at Vulcan Capital, the investment office of Paul G. Allen (Microsoft co-founder), where he successfully managed a diverse $10Bn+ portfolio. In this capacity, he led the restructuring of legacy public and private equity direct investments and a range of investments in private equity, public securities, and infrastructure. His responsibilities covered companies with valuations ranging from $100 million to $20 billion, and he actively served on their boards of directors and was a member of Vulcan's Investment Committee.

Before his tenure at Vulcan Capital, Mr. Apkarian was an investment banker with Morgan Stanley. During his career in New York and London he executed over $100 billion in M&A, debt restructuring, and financing transactions across diverse sectors.

Frigo DebtCo plc Board of Directors' Report

for the year ended 31 December 2025

His earlier career at McKinsey & Company in New York and Australia, focused on strategy, turnarounds and post-merger integrations.

Mr. Apkarian is an alumnus of Harvard Business School, holding an MBA. He also graduated with first class honours from UNSW | Sydney with a B.Sc. in mathematics, a B.Sc. in physics, and a B.E. in electrical engineering, ranking in the top 5% of his class.

Vasilis Kararizos

Vasilis Kararizos serves as the Managing Director and Founder of 3 AXES, an investment advisory firm specialising in Direct Investing and Stakeholder Representation. In addition to contributing to the success of Frigoglass, 3 AXES actively engages in and has executed mandates across diverse sectors, including Energy, Health, Environment, General Industrials, Specialised Construction, Hoteling, and Real Estate.

Before establishing 3 AXES, Mr. Kararizos played a pivotal role as a management advisor to one of Greece's largest construction and infrastructure groups, Ellaktor. Prior to this, he served as a fund manager/analyst for Icon Fund, a value-focused hedge fund with a strategic focus on equities in Eastern Europe and around the Mediterranean Sea.

Mr. Kararizos brings a wealth of experience to the board, having led equity research teams at Proton Bank and Investment Bank of Greece. His career commenced with Eurobank Equities, where he distinguished himself as a Telecom Analyst. Notably, during his term at Investment Bank of Greece, Mr. Kararizos earned recognition, ranking 4th Analyst in Europe for the accuracy of his EPS projections (5* Analyst, Starmine Awards).

Vasilis Kararizos holds a B.Sc in Physics from the University of Patras and furthered his education with an MBA from ALBA.

George Mergos

George Mergos, an economist, brings extensive top management experience from both the public and private sectors. Since 2017, he has served as an Independent Non-Executive Board member and Vice Chairman of the Board of Directors at Terna Energy, a publicly listed company on the Athens Stock Exchange. As of February 2022, Mr. Mergos holds a position on the Board of Minoan Group Plc in London, UK, an AIM London listed company. In addition to this, he serves as the Chairman of its subsidiary, Loyalward Limited.

Furthermore, Mr. Mergos is a Board member of the Foundation of Economic and Industrial Research (IOBE), a private, nonprofit, public-benefit research organisation, since February 2020. His academic contributions include the role of Professor Emeritus in the Division of Development and International Economics within the Department of Economics, at the National and Kapodistrian University of Athens.

George Mergos has held significant positions in various capacities, including Secretary General of the Ministry of Finance, Secretary General of the Ministry of Economy, Governor of IKA, and Board member of institutions such as Hellenic Financial Stability Fund, Public Power Corporation, National Bank of Greece, Alpha Bank, Council of Europe Pension Reserve Fund, and GEK TERNA.

His international experience includes extensive consultancy roles with prominent organisations such as The World Bank, OECD, FAO, WHO, and the European Commission (DG External Relations). Notably, Mr. Mergos has led or participated in international missions on development assistance, focusing on economic development project and program evaluation in developing countries, with a particular emphasis on China, India, and other South Asian countries, as well as transition economies across Eastern Europe and the former Soviet Union.

George Diakaris

George Diakaris commenced his career in 1990 as a Management Consultant at Coopers & Lybrand. Within a year, he assumed the role of Financial Planning Manager at Tasty Foods, a subsidiary of PepsiCo. During his tenure at Tasty Foods, he served as Financial Controller and later as Chief Financial Officer. From 2000 to 2001, he worked as a Management Consultant at Kantor. Since 2001, he has been a Management Consultant at Lcc Beverages. In 2016, he joined the Board of Directors of IDEAL HOLDINGS, and in April 2023, he was appointed to the Board of Directors of Frigo DebtCo plc. Mr. Diakaris holds a Bachelor's degree in Economics from Athens University of Economics and a Master's degree in International Business

Frigo DebtCo plc Board of Directors' Report

for the year ended 31 December 2025

and International Financial Management from Reading University, UK. Mr. Diakaris resigned from the Board of Directors of Frigo DebtCo plc on 1 December 2025.

Isobel Coley

Isobel has worked in capital markets for over a decade. Initially working at boutique financial consultancy in the West End, modelling a bond issue tap for a housing association raise and then compiling the investor reports for ABS deals. Following her Masters, she returned to work in capital markets corporate services, focusing on the deal documentation and managing the entire deal life cycle. In her current role as manager, which includes providing directorships to classic bond-holding SPV structures, as well as large asset holding and PFI structures, she has experience of all stages of deal life cycle from origination through structuring and negotiations to financial close, defaults and restructures. Isobel has a level three management apprenticeship, as well as having passed ICSA (now CGI) exams in Company Law and in Corporate Governance.

Joint Corporate Services Limited and TMF Corporate Directors Limited are also Directors of Frigo DebtCo plc. Committees under corporate governance principles

Frigoglass Group has established a comprehensive framework of corporate governance policies, including the Code of Business Conduct, Speak Up, Human Rights, Health and Safety, Environmental, Data Protection, Cyber Security, and Anti-Corruption, which guide our operations and ensure adherence to the highest standards of integrity, sustainability, and legal compliance.

Frigoglass Group has established four committees: the Strategy & Transformation Committee, the Audit Committee, the Remuneration & Nomination Committee, and the Merger & Acquisitions Committee.

1. Strategy & Transformation Committee

   The Committee's primary purposes include strategically guiding the Company and its subsidiaries in alignment with core values and purposes. It approves and monitors informed short and long-term strategies, considering risks and opportunities. The Committee advises the Board and supports management in reviewing the Company's and the Group's strategic plans, the skills and capabilities of the leadership team, organisational structure, and systems necessary for implementing changes within the framework appropriate to meet the Board's plans and stakeholders' objectives. The Committee comprises at least four (4) members. Currently the members are Mr. Apkarian, Mr. Joris, Mr. kararizos and Mr. Mergos.

2. Audit Committee

   The Committee's primary purpose is to assist the Board in fulfilling its legal and fiduciary obligations concerning matters related to the accounting, auditing, financial reporting, and internal control and risk management functions of the Company and its subsidiaries. The Committee comprises at least three (3) members. Currently the members are Mr. Apkarian, Mr. kararizos and Mr. Mergos.

3. Remuneration & Nomination Committee

   The Committee's primary purpose is to develop and review processes related to senior/executive management's remuneration, performance evaluation aligned with the Board's requirements, talent development, and, when necessary, succession plans for key significant roles. Additionally, the Committee oversees processes for assessing and nominating eligible candidates based on suitability criteria for the Company and its subsidiaries. It is empowered to make changes or adjustments to senior/executive management or organisational structure as deemed necessary and appropriate to fulfil the Board's requirements and vision. The Committee comprises at least three (3) members. Currently the members are Mr. Apkarian, Mr. kararizos and Mr. Mergos.

4. Merger & Acquisitions Committee

The Committee's primary purpose is to review and approve all matters related to material asset disposals or acquisitions by the Company and its subsidiaries. It provides a final recommendation to the Board for consideration in such cases. Additionally, the Committee regularly updates the Board on ongoing or under consideration material asset disposal or

Frigo DebtCo plc Board of Directors' Report

for the year ended 31 December 2025

acquisition processes. The Committee is composed of at least three (3) members. Currently the members are Mr. Apkarian, Mr. kararizos and Mr. Mergos.

Executive Committee

The Frigoglass Group Executive Committee consists of the following members:

Serge Joris - Group CEO

Serge Joris, a visionary Business Engineer with a Computer Science background, is a transformative CEO renowned for his innovative entrepreneurship and global leadership. Appointed as the Frigoglass Group CEO on February 1, 2024, his journey began with the founding of a Track & Trace software platform operating across thousands of manufacturing and Supply Chain facilities worldwide. The acquisition by Dover Corporation in 2004 launched Joris into diverse Management and Executive roles within a 7 billion USD Global conglomerate, fostering a global leadership perspective across continents.

A pioneer in the Internet of Things (IoT) and product traceability, Joris's career converged with Girbau Group in 2020, where he assumed the role of CEO/President. His ability to perceive challenges uniquely positions him to uncover extraordinary opportunities. With an unwavering commitment to customer-centricity, he drives value-centric profitable growth, cementing his legacy as a transformative leader.

Manos Metaxakis, Deputy CEO & Group CFO

Manos Metaxakis assumed the role of Group Chief Financial Officer at Frigoglass in April 2021. In September 2023, he expanded his responsibilities by taking on the position of Group General Manager-Interim, a responsibility he successfully managed until January 2024. His journey with Frigoglass began in June 2010 when he joined as a Financial Planning and Analysis Supervisor. With a proven track record, Mr. Metaxakis has accumulated extensive experience in senior financial positions within the organisation.

Prior to his tenure at Frigoglass, he spent five years with Deloitte management consulting, further enhancing his financial expertise. He holds a Bachelor's degree in Business Administration from the University of Piraeus and a Master's in Corporate Finance from SDA Bocconi.

Konstantinos Derdemezis, Frigoserve Director

Konstantinos Derdemezis is an experienced senior executive with 27 years of expertise, a significant part of which was gained with Titan Cement Group. He has a successful track record in maximising business value in emerging markets, capital-and energy-intensive industries, and complex international environments. His educational background includes a BSc in Chemical Engineering from the Aristotle University of Thessaloniki, Greece, an MSc in Chemical Engineering from The Pennsylvania State University, USA, an MBA from ALBA Graduate Business School, Greece, and a Master in Public Administration from the JFK School of Government, Harvard University, USA. Mr. Derdemezis submitted his resignation effective as of 27.04.26.

Hector Pergamalis, ICM Division Chief Operating Officer (COO)

Hector Pergamalis is a seasoned professional renowned for his expertise in operational improvement initiatives and lean projects, particularly in manufacturing excellence. With a robust background in Technical and Operational Leadership within European multinational corporations, he joined Frigoglass in June 2017 as Manufacturing Director ICM. Recognising his contributions, he was promoted to the role of ICM Division Chief Operating Officer in December 2023. Hector previously served as the Corporate Regional Technical Manager for Central East Europe at Pipelife International GmbH. He holds a Ph.D. and MEng in Mechanical Engineering from Imperial College London, an MBA from Athens University of Economics & Business, and is a certified Lean 6-Sigma Black Belt.

Lars Arnoldsen, ICM Division Commercial Director

Lars Arnoldsen is a seasoned Danish executive with over two decades of diverse experience in international business. His career spans various settings, from start-ups to turnaround situations and high-growth markets. Lars garnered significant expertise during his tenure at Indesit Company and Electrolux Major Appliance Group, where he held senior roles in Sales-Marketing & General Management, demonstrating leadership at both country and regional levels. In October 2013, he

Frigo DebtCo plc Board of Directors' Report

for the year ended 31 December 2025

joined Frigoglass as the ICM Sales Director for Europe, MENA & North America and, in May 2022, assumed the role of Commercial Director for ICM. Lars pursued Business Management at IBC International Business College, Aabenraa, Denmark.

Dimitris Chortis, Group QHSE Director

Dimitris Chortis assumed the role of Group QHSE Director (Quality, Health, Safety & Environment) at Frigoglass in October 2025, and joined the Executive Committee as a member of the leadership team. In his current role, Dimitris leads the QHSE function, operating within a dotted-line reporting framework across both Manufacturing and Frigoserve operations. He maintains direct engagement with Plant and Service Center teams to enhance operational processes and product quality, drive the implementation of comprehensive Health & Safety programs, and mitigate environmental impact in support of sustainability objectives. Since joining Frigoglass in 2014, Dimitris has consistently demonstrated excellence and dedication to continuous improvement in every role he has undertaken.

Dimitris holds a Ph.D. and Diploma in Mechanical Engineering and Aeronautics from the University of Patras, an M.Sc. in Manufacturing and Production Systems from the National Technical University of Athens, and an MBA from Alba Graduate Business School.

Directors' liabilities

The Group has granted an indemnity to one or more of its Directors against liabilities in respect of any loss, liability or expense suffered or incurred by them, subject to the conditions set out in the Companies Act 2006. Such qualifying indemnity provision remains in force as at the date of approving the Strategic Report and Board of Directors Report.

Other information

The Group has implemented an internal regulation of operation to oversee our activities and uphold its core principles and guidelines. This framework is designed to promote transparency, accountability, and compliance with regulatory requirements, ensuring the protection of stakeholders' interests and the advancement of ethical business practices. We are committed to maintaining these standards as we pursue our business objectives and strive for long-term success.

Future developments

Looking ahead, the Group is committed to pursuing its priorities to drive sustainable long-term growth and create value for its stakeholders. Building upon a solid foundation and leveraging the expertise of our Board of Directors and management team, the Group is focused on the execution of commercial initiatives to enhance its market presence and expand into connected and unattended retail solutions through the commercialisation of coolers equipped with smart vending technologies towards the beverage industry and selected key accounts in the HoReCa sector. These initiatives will further strengthen Frigoglass' leadership in Commercial Refrigeration. Continuous investments in research and development to innovate our product offerings and stay market relevant is a key priority going forward. Initiatives to drive operational efficiencies and realise cost savings primarily targeting the reduction of material cost are also among the top priorities of the Group's management team. We are also dedicated to elevating our sustainability agenda, with ambitious targets set to reduce our environmental footprint and positively impact the communities in which we operate. By staying agile, responsive to market dynamics, and aligned with our core values, we are confident in our ability to navigate future challenges and capitalise on emerging opportunities to deliver long-term value to our stakeholders. Consequently, the Directors believe that the Group is well placed to manage its business risks successfully and to continue to drive growth in its operations.

Going concern

The Board of Directors and the management team have assessed the Group's ability to continue as a going concern based

on the Group's ability to meet its obligations for at least 18-months after these Financial Statements were published.

These cash flow projections relate only to continuing operations and include assumptions regarding cash generated from operations, scheduled investments, debt repayments, debt maturities and available credit facilities.

In December 2025, the Group entered into a Transaction Support Agreement (the "TSA") with a group of holders (the "Consenting Noteholders") holding significant majorities in each of its senior secured notes due 2026 with an initial principal

Frigo DebtCo plc Board of Directors' Report

for the year ended 31 December 2025

amount of the €20 million (the "Super Senior Notes"), senior secured notes due 2026 with an initial principal amount of €75 million (the "Senior Secured Notes") and second lien secured notes due 2028 with an initial principal amount of €150 million (the "Second Lien Notes", and, together with the Super Senior Notes and the Senior Secured Notes, the "Notes").

Under the terms of the TSA, the Consenting Noteholders have, among others, consented to implement amendments to (i) extend the maturity dates of the Super Senior Notes and the Senior Secured Notes to 27 March 2028 respectively, (ii) permit the retention of net proceeds from certain asset disposals under the terms of the Notes, and (iii) if necessary, release certain collateral granted in favour of the Notes and for such collateral to be granted in favour of one or more local credit facilities.

The Consenting Noteholders have further agreed to backstop the issuance of additional Super Senior Notes in an amount of up to €20 million if such issuance is required to meet the Group's working capital requirements to address timing of receipt of proceeds from assets disposals and raising additional indebtedness becomes available.

In December 2025, the Company as issuer of the 4.00% cash interest and 11.5% PIK interest Super Senior Notes issued additional notes of the Super Senior Notes (the "Additional Notes") with a principal amount of €10 million at the same terms as the Super Senior Notes due 2028. The Additional Notes were issued as part of the backstop provided by the Consenting Noteholders and used for working capital purposes.

Following the redemption of the Super Senior Notes (please see post balance sheet events, Note 24), the Company may not issue additional Super Senior Notes in connection with the TSA.

On the balance sheet date, the Group had a cash balance of €16.2 million on 31 December 2025 (compared to €16.5 million on 31 December 2024) from continuing operations.

The Board of Directors and the management team have assessed the Group's and Company's ability to continue as a going concern and meet their obligations for at least 18-months after the publication of these Financial Statements. The most significant uncertainties faced by the Group relate mainly to the geopolitical and economic challenges, the expected debt roll-overs as well as increased material cost and volatility in customers' demand due to the impact from the recent crisis in the Middle East. Furthermore, the Group incurred losses during the year, resulting in a net liability position of €74.6 million as at 31 December 2025. In addition, the Company had a net liability position of €3.8 million as at 31 December 2025. The Management is focusing on improving the profitability of the ICM business through expansion into new geographies and markets (connected and unattended retail solutions) and material cost improvement initiatives (i.e. supplier base expansion). The going concern assumption has been used on the basis that (a) certain subsidiaries will be able to renew a significant part of it existing credit facilities in line with the recent practices, (b) ICM profitability will increase due to cost improvements and higher sales and (c) Group's ability to retain part of net proceeds from certain asset disposals.

Despite the challenges and based on current circumstances and management's plans, the Consolidated Financial Statements for the year ended 31 December 2025 have been prepared based on the going concern assumption. However, given the volatile market environment, there is an indication that a material uncertainty exists that may cast significant doubt on the Group's and Company's ability to continue as a going concern.

There is further information on the going concern basis of preparation in Notes 2 and 4 of the Financial Statements.

Research and development activities

At Frigoglass, we recognise the importance of innovation in driving long-term competitiveness and growth. The main objectives of Group's Research and Development (R&D) function are to develop innovative, pioneering beverage cooler solutions for its customers. R&D focuses on developing products along the guiding principles of standardisation and simplification, as well as increased customisation.

Frigoglass provides Ice-Cold Merchandising solutions that are designed to support its customers achieve their sustainability targets. Frigoglass focuses on the design, development and improvement of its products to reduce carbon dioxide emissions, energy consumption and greenhouse gas emissions consistently with the needs and requirements of its customers.

Frigoglass operates a R&D centre in Romania with the ones in Greece and India supporting the Romanian one. R&D expenses represented 0.6% of sales in 2025.

Frigo DebtCo plc Board of Directors' Report

for the year ended 31 December 2025

The Group's commitment to innovation was recognised with an award for its range of A-class energy-rated commercial coolers, reflecting its dedication to developing energy-efficient and sustainable solutions. This achievement highlights the Group's focus on enhancing its product offerings to meet the evolving customer needs and regulatory requirements, as well as further strengthening its position in the Commercial Refrigeration market. Building on its track record of developing and deploying the world's most advanced A-class energy-efficient coolers, Frigoglass is expanding into connected and unattended retail solutions that deliver new levels of insight, efficiency, and customer engagement. As part of this strategy, Frigoglass has entered into a strategic cooperation agreement with French technology innovator NU! to integrate NU!'s proprietary smart shelf technology into Frigoglass vending coolers. This advanced system combines weighing sensors, cameras, and a central processing unit with embedded software and a cloud-based platform, enabling real-time product tracking, transaction processing, and remote management across multiple locations. This partnership is one element of Frigoglass' broader growth platform, which aims to create an ecosystem of intelligent solutions for beverage brands and HoReCa operators. By combining Frigoglass' global manufacturing expertise with NU!'s sensor-driven technology, the company is redefining connectivity and operational excellence in commercial refrigeration.

Financial instruments and risk management

The Group is exposed to financial risks that are presented in detail in section "Principal risks and uncertainties" of the

Strategic Report and Note 3 of the Financial Statements.

Stakeholder Engagement

At Frigoglass, we understand that our success is intricately linked to the relationships we foster with our stakeholders. In 2025, we continued to prioritise meaningful engagement across all our stakeholders, including employees, customers, suppliers, investors, and the communities in which we operate. We have maintained open channels of communication, soliciting feedback, and actively listening to the needs and concerns of our stakeholders. This dialogue has been instrumental in shaping our business decisions and guiding our strategic priorities. Moreover, we have undertaken several initiatives to enhance transparency and accountability, providing stakeholders with regular updates on our performance and progress towards our medium to long term targets. Looking ahead, we remain committed to strengthening these relationships, recognising that the trust and support of our stakeholders are essential to our continued success. Please refer to section "Section 172 statement" of the Strategic Report for the details.

Events after the reporting date

On 5 February 2026, the Group successfully completed the sale of its Nigerian Glass business, to Helios Investment Partners (acting on behalf of the funds it advises). This follows the announcement of the agreement in December 2025, with the relevant and customary regulatory approvals now complete.

Following a competitive process, the Company entered into an agreement to sell the entirety of its shareholding in Frigoinvest Nigeria Holdings B.V., the holding company of its Nigerian Glass business (including Beta Glass plc, Frigoglass Industries (Nigeria) Limited and Frigoglass Global Limited), which comprise the Group's glass container, plastic crates, and metal crowns manufacturing activities for a consideration of €98.1 million, to Helios Investment Partners (acting on behalf of the funds it advises).

On 5 February 2026, all guarantees provided by and, as applicable, security in Frigoinvest Nigeria Holdings B.V., Frigoglass Industries (Nigeria) Limited, Beta Glass Plc and Frigoglass Global Limited securing the Notes were released.

Following the payment of certain fees related to the transaction and, in accordance with the Transaction Support Agreement the Group entered into with the Consenting Noteholders in December 2025, the retention of part of the proceeds for working capital purposes of the Group, the Company used the net proceeds from the sale to (i) redeem the entire outstanding aggregate principal amount of its 4.00% Cash Interest and 11.50% PIK Interest Senior Secured Notes due 2028 issued on 18 December 2025 (the "Additional Notes") of €12.6 million, which comprises the redemption price of 100% of the principal amount of €10.0 million plus the amount of the Applicable Premium in the amount of €2.4 million (together, the "Redemption Price"), plus the amount of accrued and unpaid interest to the Redemption Date in the amount of €0.2 million, (ii) redeem the entire outstanding aggregate principal amount of its 4.00% Cash Interest and 11.50% PIK Interest

Frigo DebtCo plc Board of Directors' Report

for the year ended 31 December 2025

Senior Secured Notes due 2028 issued on 31 October 2024 (the "Super Senior Notes") of €23.8 million, which comprises the redemption price of 100% of the principal amount of €22.4 million plus the amount of the Applicable Premium in the amount of €0.4 million (together, the "Redemption Price"), plus the amount of accrued and unpaid interest to the Redemption Date in the amount of €1.0 million, and (iii) redeem €50.6 million of its 4.00% Cash Interest and 7.00%/8.00% PIK Toggle Interest Senior Secured Notes due 2028 (the "Senior Secured Notes"), which comprises the redemption price of 100% of the principal amount of €49.0 million plus the amount of accrued and unpaid interest to the Redemption Date in the amount of €1.6 million. The redemption date for the Notes was 16 February 2026 (the "Redemption Date") and the record date was 13 February 2026, while the redemption notices were issued on 5 February 2026.

There are no other post-balance sheet events which require disclosure or are likely to affect the Financial Statements or the operations of the Group and the Company.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as the energy consumption of the Company in the United Kingdom is 40,000kWh or lower. No subsidiary undertaking of the Group is individually required to provide Streamlined Energy Carbon Reporting and therefore the Group has not prepared consolidated information.

Disclosure of information to auditor

Eisner Amper Audit Limited (Chartered Certified Accountants and Statutory Auditors) resigned as auditors and Baker Tilly Ireland Audit Limited were appointed auditors by the directors to fill the casual vacancy and they have expressed their willingness to continue in office in accordance with the Companies Act 2006.

Each of the persons who are directors at the time when this director's report is approved has confirmed that:

• so far as the Director is aware, there is no relevant audit information, of which the Company's and the Group's

  auditor is 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 and the Group's auditor is aware of that information.

The report was approved by the Board of Directors on 29 April 2026 and signed on its behalf.

Georgios Mergos Director

Date: 29 April 2026

Frigo DebtCo plc

Statement of Directors' responsibilities for the year ended 31 December 2025

The Directors are responsible for preparing the Strategic Report, the Board of Directors' Report 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 applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom (UK). 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 and then apply them consistently;

• state whether applicable IFRS as adopted by the UK have been followed, subject to any material departures disclosed and explained in the financial statements;

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

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

  The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

  The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom

  governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

  The Directors consider that the that the Strategic Report and the Board of Directors' Report and the Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and the Company's position and performance, business model and strategy.

  Each of the Directors, whose names and functions are listed in section "Directors of the Company" in the Board of Directors

  report confirm that, to the best of their knowledge:

• the Group and Company financial statements, which have been prepared in accordance with the IFRS as adopted by the UK, give a true and fair view of the assets, liabilities, financial position and profit of the Group and the Company; and

• the Board of Directors' report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face.

The statement was approved by the Board of Directors on 29 April 2026 and signed on its behalf. Georgios Mergos

Director

Date: 29 April 2026

For the purpose of this report, the terms "we" and "our" denote Baker Tilly Ireland Audit Limited in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Frigo Debtco plc. For the purposes of the table on pages 3 to 4 that sets out the key audit matter and how our audit addressed the key audit matter, the terms "we" and "our" refer to Baker Tilly Ireland Audit Limited. The Group financial statements, as defined below, consolidate the accounts of Frigo Debtco plc and its subsidiaries (the "Group"). The "Parent Company" is defined as Frigo Debtco plc, as an individual entity. The relevant legislation governing the Parent Company is the United Kingdom Companies Act 2006 ("Companies Act 2006").

We have audited the financial statements of Frigo Debtco plc for the year ended 31 December 2025. The financial statements that we have audited comprise:

• the Consolidated and Parent Company Income Statement

• the Consolidated and Parent Company Statement of Comprehensive Income

• the Consolidated and Parent Company Statement of Financial Position

• the Consolidated Statement of Changes in Equity

• the Parent Company Statement of Changes in Equity

• the Consolidated and Parent Company Statement of Cash Flows

• Notes 1 to 28 to the Financial Statements, including material accounting policies, set out in Note 2.

  The financial reporting framework that has been applied in the preparation of the Group's and Parent Company's financial statements is applicable law and International Financial reporting Standards (IFRSs) as adopted by the UK.

  In our opinion, the financial statements:

• give a true and fair view of the state of the Group's and of the Parent Company's assets, liabilities and financial position as at 31 December 2025 and of the Group's and Parent Company's loss for the year then ended;

• have been properly prepared in accordance with IFRSs as adopted by the UK; and

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

  Our opinion is consistent with our reporting to the Audit Committee.

  Basis for opinion

  We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the 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, as applied to listed entities, and we have fulfilled our ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

  Material uncertainty related to going concern

  We draw attention to Note 4(vii) in the financial statements, which indicates that the Group incurred losses of €39 .8 million during the year ended 31 December 2025 (2024: €56.99m) and, as at that date, the Group had net liabilities of

  €74.6 million (2024: €34.5m). As stated in Note 4(vii), the Group's ability to continue to adopt the going concern basis of accounting is dependent on the successful execution of management's plans, including the achievement of

  
  
  

  improved operating performance, the renewal of existing credit facilities, the continued support of lenders under the Transaction Support Agreement ("TSA"), and the Group's ability to retain proceeds from certain asset disposals. As part of this support, the Group has utilised additional funding made available under the TSA to support its working capital requirements.

  These conditions, together with the other matters explained in Note 4(vii), including uncertainties arising from the current geopolitical and economic environment, indicate the existence of a material uncertainty that may cast significant doubt on the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting.

  Our opinion is not modified in respect of this matter.

  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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group's and Company's ability to continue as a going concern.

  Our evaluation of the Directors' assessment of the Group's and the Company's ability to continue to adopt the going

  concern basis of accounting included the following:

• Assessment of the design and implementation of key controls around budgeting, forecasting and liquidity monitoring

• Evaluation of reasonableness of management's forecasts, including comparison to historical performance

  and assessment of underlying assumptions

• Performing sensitivity analysis to understand the impact of downside scenarios and assessing whether

  management's mitigating plans are realistic and achievable

• Inspection of supporting evidence for committed financing arrangements, including agreements with lenders and correspondence with financial institutions

• Engaging the network firm's valuation experts to independently assess the robustness, methodology and key assertions underlying management's forecasts, including the appropriateness of critical assumptions, macroeconomic inputs and modelling techniques

• Evaluation of management's disclosures on going concern for adequacy, transparency and compliance with

applicable financial reporting requirements .

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Scope Our audit was scoped by obtaining an understanding of the Group, including the Parent Company, and its environment, including the Group's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement.

We, and our component auditors acting on specific group instructions, undertook full scope audits on the complete financial information of 10 components, specified audit procedures on particular aspects and balances on another 14 components.

Materiality 2025 2024

Group €6,103k €4,576k 1.5% (2024: 1%) of gross assets

Parent Company €6,057k €2,825k 1.5% (2024: 1%) of gross assets

Key audit matters • Impairment of Goodwill (Group)

Key Audit Matters

Key Audit Matters ("KAM") are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those matters which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment of Goodwill

Financial Statement Elements FY25 FY24

Goodwill Carrying Value €11,986k Carrying Value €84,523k

Key audit

matter description

How the scope of our audit responded to the key audit matter

As included in Note 2(p)(i), Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is allocated to cash-generating units ("CGU") for the purpose of impairment testing.

For the 2025 reporting period, the recoverable amount of the Ice-Cold Merchandisers ((ICM) segment (continuing operations) CGU was determined based on a value-in-use calculation.

The recoverable amount of the Glass segment (discontinued operations) CGU was determined based on the net consideration from the disposal completed in February 2026.

Goodwill is subject to an annual impairment assessment, which involves significant judgement in determining the recoverable amount of the relevant cash-generating units. The Group experienced substantial movements in goodwill during the year, including the transfer of €72.5m of goodwill to assets held for sale and an impairment charge relating to discontinued ICM operations. These developments increase the risk that key assumptions such as discount rates, long-term growth rates, and projected cash flows may not accurately reflect future performance.

As such, the impairment of goodwill represents a significant risk of material misstatement and therefore has been treated as a KAM.

Our procedures in relation to management's assessment of the Carrying

value of Goodwill included:

• Evaluating the design and implementation of controls over the preparation and review of goodwill impairment assessments

• Assessing the appropriateness of cash flow forecasts used in the value-in-use calculations, including comparison to historical performance and consistency with approved budgets

• Challenging key assumptions such as discount rates, long-term growth rates, including benchmarking against external market data, and profitability projections

• Performing sensitivity analysis to assess whether reasonably possible changes in assumptions could result in an impairment

  
  
  

  • Verifying the mathematical accuracy of management's impairment

    models

  • Assessing the classification and measurement of goodwill transferred to assets held for sale

  • Engaging the network firm's valuation specialist to independently evaluate the methodology, assumptions and inputs applied in management's impairment models

  • Reviewing the adequacy and transparency of disclosures relating to goodwill, impairment testing and key assumptions. (Notes 2(j), 2(p)(i), 4(a)(v) and 12)

Key observations

communicated to the Audit Committee

No material issues noted based on the procedures performed.

Our application of materiality

Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results.

Materiality in respect of the Group was set at €6,103k which was determined on the basis of 1.5% of the Group's gross assets. Materiality in respect of the Parent Company was set at €6,057k, determined on the basis of 1.5% of the Parent Company's gross assets. Gross assets was deemed to be the appropriate benchmark for the calculation of materiality as this is a key area of the financial statements because this is the metric by which the risk exposure of the Group and Parent Company is principally assessed. This is also the metric against which the covenants on the Group's external borrowings are measured. In our opinion this is therefore the benchmark with which the users of the financial statements are principally concerned. The materiality determination in the prior year was carried out by the predecessor auditor.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

Performance materiality for the Group was set at €3,662k and at €3,634k for the Parent Company which represents 60% of the above materiality levels.

The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the systems and controls and the level of misstatements arising in previous audits.

We agreed to report any corrected or uncorrected adjustments exceeding €305k and €302k in respect of the Group and Parent Company respectively to the Audit Committee as well as differences below this threshold that in our view warranted reporting on qualitative grounds.

Overview of the scope of the Group and Parent Company audits

Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our audit scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. This assessment takes into account the size, risk profile, organisation / distribution and effectiveness of group-wide controls, changes in the business environment and other factors such as recent internal audit results when assessing the level of work to be performed at each component.

In assessing the risk of material misstatement to the consolidated financial statements, and to ensure we had adequate quantitative and qualitative coverage of significant accounts in the consolidated financial statements, of the 24 reporting components of the group, we identified 10 components, 5 in the UK and mainland Europe, 1 in South Africa, 2 in Asia and 2 in West Africa which represent the principal business units within the Group.

Full scope audits - Audits of the complete financial information of 10 identified components above were undertaken, these entities were selected based upon their size or risk characteristics.

Specified procedures - 14 components were identified to perform specified procedures in respect of certain Classes of Transactions, Account Balances, or Disclosures for those components.

The group audit team was involved in the audit work performed by the component auditors through a combination of group planning meetings and calls, provision of group instructions (including detailed supplemental procedures), review and challenge of related component interoffice reporting and of findings from their working papers and regular interaction on audit and accounting matters as they arose. Further to this , the group audit team had interactions with local teams through video conferences to review the audit approach taken in respect of significant and elevated risks of material misstatement, including assessing the appropriateness of conclusions and consistency between reported findings and work performed.

The control environment

We evaluated the design and implementation of those internal controls of the Group, including the Parent Company, which are relevant to our audit, such as those relating to the financial reporting cycle. We also tested operating effectiveness and placed reliance on certain controls over revenue cycle.

Climate-related risks

We considered the potential impact of climate-related risks on the business and its financial statements with the involvement of internal specialists. We also reviewed the climate-related disclosures in the other information of the annual report to assess whether they are materially consistent with our understanding of the business obtained during the audit.

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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.

  
  
  

  In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

• Matters on which we are required to report by exception

  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 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 directors' remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at:

https://www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud 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.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

Identifying and assessing potential risks arising from irregularities, including fraud

Frigo DebtCo plc - 14707701