Company registration number 09250828 (England and Wales)
Appleseed Bidco Limited
Annual report and financial statements
For the year ended 31 May 2023
Appleseed Bidco Limited
Company information
Directors
Mr J J Brade
Mr J D Agnew
Secretary
Mr M Stokes
Company number
09250828
Registered office
Crewe Hall
Enterprise Park
Crewe
Cheshire
CW1 6UL
Auditor
DJH Mitten Clarke Audit Limited
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
Appleseed Bidco Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 21
Appleseed Bidco Limited
Strategic report
For the year ended 31 May 2023
- 1 -
The directors present the strategic report for the year ended 31 May 2023.
Review of the business
Appleseed Bidco Limited (“Bidco”, “the Company”) is an intermediary holding company, within the Medication Packaging Holdco Limited group (“the Group”) and details of its subsidiaries are provided in note 8. During the year the main activities of the Company remained unchanged and the directors anticipate that the company will continue to operate on the same basis.
The earnout period, relating to the acquisition of FG Curtis Limited, which ran through until 30th September 2022 was concluded, with a final payment being made to the former shareholders of £4.7m.
This was higher than had been accrued (£3.6m) in the prior year and reflects the strong performance of the FG Curtis Limited.
Principal risks and uncertainties
The Company is not exposed to any significant unusual risks or uncertainties in its role as an intermediary holding company within the Group.
Development and performance
The Company’s results for the year are disclosed in the Statement of Comprehensive Income. The Profit for the year after taxation amount to £2,502 (2022 Loss £211,567). No dividends were declared or paid in the current or prior year. Net liabilities at the year end were £1,181,091 (2022 £1,183,593). The Company continues to enjoy financial support from the Group.
Promoting the success of the Company
The Directors, in line with their duties under S172 of the Companies Act 2006, believe they have both individually and as a Board acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and in doing so have regard to a range of matters when making decisions for the long term.
In promoting the success of the company, a director must have regard to:
The likely consequences of any decision in the long term
The interests of the company's employees
The need to foster the company’s business relationships with stakeholders
The impact of the company’s operations on the community and the environment
The desirability of the company maintaining a reputation for high standards of business conduct
The need to act fairly between members of the group
How the Board factored the requirements of S172 of the Companies Act 2006, with the Key stakeholders is detailed below:
Appleseed Bidco Limited
Strategic report (continued)
For the year ended 31 May 2023
- 2 -
| Activities and considerations | |
| The Board meets monthly to monitor performance against forecasts, develop strategy, consider acquisitions, operational performance and health and safety and appraise capital investments. | The Board carefully monitored the Company’s performance during the unprecedented challenging market conditions. The Board challenge the forecasts presented noting the market trends and economic outlook. |
Communities and the Environment | The Board is conscious of how the Company impacts both the local community and the environment. | The Company looks to contribute to the local community through the engagement of local people. Recognising the impact on the environment has seen the Company tackling carbon emissions and minimising waste. |
Government and regulation | The Company recognises it has a duty to operate with the highest standards of ethical conduct. | The Board recognises its responsibilities and engages qualified tax advisers to ensure compliance and also is a member of the industry body. (BPIF) |
| Our employees are key to the success of the Company. The Board consider succession plans and closely monitor staffing levels, vacancies and employee turnover levels. With the high inflationary pressures being faced by our employees the Board considered how it could best support our employees. | The Board provided a one off cost of living bonus to all its employees in December. There have been a number of promotions – confirming the commitment to develop and reward employee commitment. |
Mr M Stokes
Secretary
20 February 2024
Appleseed Bidco Limited
Directors' report
For the year ended 31 May 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 May 2023.
Principal activities
The principal activity of the company continued to be that of a holding company.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr J J Brade
Mr J D Agnew
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Appleseed Bidco Limited
Directors' report (continued)
For the year ended 31 May 2023
- 4 -
By order of the board
Mr M Stokes
Secretary
20 February 2024
Appleseed Bidco Limited
Independent auditor's report
To the member of Appleseed Bidco Limited
- 5 -
Opinion
We have audited the financial statements of Appleseed Bidco Limited (the 'company') for the year ended 31 May 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 May 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
Appleseed Bidco Limited
Independent auditor's report (continued)
To the member of Appleseed Bidco Limited
- 6 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Appleseed Bidco Limited
Independent auditor's report (continued)
To the member of Appleseed Bidco Limited
- 7 -
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including legislation such as the Companies Act 2006, taxation legislation, data protection, employment and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions; and
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing any correspondence with HMRC.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Appleseed Bidco Limited
Independent auditor's report (continued)
To the member of Appleseed Bidco Limited
- 8 -
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
Nicola Johnson
Senior Statutory Auditor
For and on behalf of DJH Mitten Clarke Audit Limited
22 February 2024
Accountants
Statutory Auditor
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
Appleseed Bidco Limited
Statement of comprehensive income
For the year ended 31 May 2023
- 9 -
2023
2022
Notes
£
£
Administrative expenses
(1,052,493)
(213,889)
Other operating income
2,979,850
Operating profit/(loss)
1,927,357
(213,889)
Interest payable and similar expenses
5
(1,589,855)
(265,302)
Profit/(loss) before taxation
337,502
(479,191)
Tax on profit/(loss)
6
(335,000)
267,624
Profit/(loss) for the financial year
2,502
(211,567)
Appleseed Bidco Limited
Statement of financial position
As at 31 May 2023
31 May 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
7
31,313,114
30,178,376
Current assets
Debtors
9
130,000
527,225
Creditors: amounts falling due within one year
10
(18,392,270)
(18,495,719)
Net current liabilities
(18,262,270)
(17,968,494)
Total assets less current liabilities
13,050,844
12,209,882
Creditors: amounts falling due after more than one year
11
(14,231,935)
(13,393,475)
Net liabilities
(1,181,091)
(1,183,593)
Capital and reserves
Called up share capital
15
3
3
Share premium account
16
842,499
842,499
Capital contribution reserve
364,225
364,225
Profit and loss reserves
18
(2,387,818)
(2,390,320)
Total equity
(1,181,091)
(1,183,593)
The financial statements were approved by the board of directors and authorised for issue on 20 February 2024 and are signed on its behalf by:
Mr J D Agnew
Director
Company Registration No. 09250828
Appleseed Bidco Limited
Statement of changes in equity
For the year ended 31 May 2023
- 11 -
Share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 June 2021
3
842,499
364,225
(2,178,753)
(972,026)
Year ended 31 May 2022:
Loss and total comprehensive income for the year
-
-
-
(211,567)
(211,567)
Balance at 31 May 2022
3
842,499
364,225
(2,390,320)
(1,183,593)
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
-
-
2,502
2,502
Balance at 31 May 2023
3
842,499
364,225
(2,387,818)
(1,181,091)
Appleseed Bidco Limited
Notes to the financial statements
For the year ended 31 May 2023
- 12 -
1
Accounting policies
Company information
Appleseed Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Crewe Hall, Enterprise Park, Crewe, Cheshire, CW1 6UL.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Appleseed Bidco Limited is a wholly owned subsidiary of Appleseed Holdco Limited and the results of Appleseed Bidco Limited are included in the consolidated financial statements of Medication Packaging Holdco Limited which are available from Crewe Hall Enterprise Park, Crewe, Cheshire, CW1 6UL.
Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other group entities where the relationship is one of being wholly owned.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Appleseed Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 May 2023
1
Accounting policies
(Continued)
- 13 -
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and bank overdrafts.
Bank overdrafts are shown within borrowings in current liabilities
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Appleseed Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 May 2023
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Appleseed Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 May 2023
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors consider that there are no critical judgements, key estimates or assumptions used in preparing the financial statements.
3
Operating profit
The audit fee of £7,500 (2022 - £2,000) was met by a fellow group company without recourse.
Appleseed Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 May 2023
- 16 -
4
Employees
The average monthly number of persons employed by the company during the year was:
2023
2022
Number
Number
Administrative
1
1
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
240,500
183,334
Social security costs
31,460
23,186
Pension costs
8,000
7,333
279,960
213,853
5
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
1,589,855
265,302
6
Taxation
2023
2022
£
£
Deferred tax
Tax losses carried forward
335,000
(267,624)
Appleseed Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 May 2023
6
Taxation
(Continued)
- 17 -
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit/(loss) before taxation
337,502
(479,191)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 20.00% (2022: 19.00%)
67,500
(91,046)
Effect of change in corporation tax rate
65,163
88,000
Group relief
193,153
24,000
Under/(over) provided in prior years
422
Deferred tax over/(under) provided in prior year
56,284
(289,000)
Deferred tax over provided in current year
(47,100)
Taxation charge/(credit) for the year
335,000
(267,624)
Factors that may affect future tax charges
The main rate of corporation tax increased from 19% to 25% with effect from 1 April 2023. Deferred tax has been provided for at 25%.
7
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
8
31,313,114
30,178,376
Appleseed Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 May 2023
7
Fixed asset investments
(Continued)
- 18 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 June 2022
30,178,376
Additions
1,134,738
At 31 May 2023
31,313,114
Carrying amount
At 31 May 2023
31,313,114
At 31 May 2022
30,178,376
During the year additional consideration was paid in respect of the acquisition of F.G. Curtis Limited in 2022.
8
Subsidiaries
Details of the company's subsidiaries at 31 May 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Medica Packaging Limited
Crewe Hall, Enterprise Park, Crewe, Cheshire, CW1 6UL.
Ordinary
100.00
-
F.G. Curtis Limited
Unit 8, Gatton Park Business Centre, Wells Place, Merstham, Redhill, Surrey, United Kingdom, RH1 3DR
Ordinary
100.00
-
3D Creative Packaging Limited
Unit A3 Broomsleigh Business Park, Worsley Bridge, Worsley Bridge Road, London, SE26 5BN
Ordinary
0
100.00
9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
62,225
Deferred tax asset (note 13)
130,000
465,000
130,000
527,225
Appleseed Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 May 2023
- 19 -
10
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
12
2,033,023
1,156,904
Amounts owed to group undertakings
15,361,232
13,674,370
Taxation and social security
201,707
Other creditors
3,568,869
Accruals and deferred income
796,308
95,576
18,392,270
18,495,719
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
11
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans
12
14,231,935
13,393,475
12
Loans and overdrafts
2023
2022
£
£
Bank loans
16,264,958
14,550,379
Payable within one year
2,033,023
1,156,904
Payable after one year
14,231,935
13,393,475
During the prior year, the company received the above bank loans, which relate to two funding facilities provided by the company's bank. One of the loans carries interest at 1-month SONIA plus 5.75% margin with a repayment term of 5 years. The other loan carries interest at 1-month SONIA plus 6.75% margin and is due for repayment at the end of the 5 year term. During the current year, the company received an additional bank loan, this loan carries interest at 1-month SONIA plus 5.75% margin with a repayment term of 4 years. All facilities are secured on all assets of the company, its subsidiaries and parent companies.
Appleseed Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 May 2023
- 20 -
13
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2023
2022
Balances:
£
£
Tax losses
130,000
465,000
2023
Movements in the year:
£
Asset at 1 June 2022
(465,000)
Charge to profit or loss
335,000
Asset at 31 May 2023
(130,000)
The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.
14
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
8,000
7,333
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
3
3
3
3
The ordinary shares have attached to them full voting, dividend and capital distribution rights. They do not confer any rights of redemption.
16
Share premium account
The reserve has arisen from the issue of shares over par value.
Appleseed Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 May 2023
- 21 -
17
Capital contribution reserve
The other reserve relates to the capital contribution being the amount received from the owners of the Company in respect of the share based payments.
18
Profit and loss reserves
The profit and loss account represents the cumulative profit or losses net of dividends paid and other adjustments.
19
Financial commitments, guarantees and contingent liabilities
The company has given unlimited guarantees, secured on the company's assets, as security for the borrowings of fellow group undertakings. At 31 May 2023 these borrowings amounted to £3,543,838 (2022 - £2,553,328). As at the date of approval of these accounts, the directors do not anticipate that the guarantee will be called upon.
The company is part of a VAT group with other fellow group undertakings. As at the 31 May 2023, the maximum liability was £446,263 (2022 - £395,087).
20
Ultimate controlling party
The Company's immediate parent company is Appleseed Holdco Limited, which is incorporated in England and Wales and registered at Crewe Hall, Enterprise Park, Crewe, Cheshire, CW1 6UL.
The smallest and largest group in which the results are consolidated is that headed by Medication Packaging Holdco Limited, a company incorporated in England and Wales and registered at Crewe Hall, Enterprise Park, Crewe, Cheshire, CW1 6UL. The consolidated accounts of the company are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. No other group accounts include the results of the company.
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