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13805528







THE APPHIA GROUP LIMITED AND ITS SUBSIDIARIES

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2023

































THE APPHIA GROUP LIMITED
 
COMPANY INFORMATION


Directors
T J Croxson 
C Y Croxson (appointed 1 January 2023)
D B Giles (appointed 1 January 2023)




Registered number
13805528



Registered office
Unit 1, Brockbourne House
Mount Ephraim

Tunbridge Wells

Kent

TN4 8BS




Independent auditors
CLA Evelyn Partners Limited
Statutory Auditors

Unit 1, Brockbourne House

77 Mount Ephraim

Tunbridge Wells

Kent

TN4 8BS





THE APPHIA GROUP LIMITED

CONTENTS



Page
Group strategic report
 
 
1 - 3
Directors' report
 
 
4 - 5
Independent auditors' report
 
 
6 - 9
Consolidated statement of comprehensive income
 
 
10
Consolidated balance sheet
 
 
11 - 12
Company balance sheet
 
 
13 - 14
Consolidated statement of changes in equity
 
 
15
Company statement of changes in equity
 
 
16
Consolidated Statement of cash flows
 
 
17 - 18
Consolidated analysis of net debt
 
 
19
Notes to the financial statements
 
 
20 - 39


THE APPHIA GROUP LIMITED
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Group strategic report for the year ended 31 December 2023.

Business review
 
The principal activity of the Group during the period was the design and supply of glass bottles and jars and associated products to food and drink manufacturers worldwide. 
The Group is the UK's largest independent glass packaging supplier to the food and beverage industries and has a significant level of exports to over fifty countries, spanning 6 continents.
The turnover of The Apphia Group Limited for the period ended 31 December 2023 was as follows:
Sales of glass containers and associated products: £43,679,972 (13-month period 2022: £39,600,427)
In a year still affected by fluctuating energy prices and a general economic slowdown in many of our principal markets, the business continues to show resilience across the majority of sectors. In a challenging period of global supply chain insecurity, assurance of supply throughout the period has assisted in sustaining and growing a strong client base. 
We have seen a weakening within the beer and spirit sector in the past 12 months, as a decline in demand for bottled beer and craft spirits has depressed overall demand. However, we believe that post-year end, we are seeing a correction in the market that compensates for the previous weaker-than-expected performance. Other sectors have seen a strong performance, beating expectations, despite an increase in competitive activity. 
The Group has put much focus on key operational relationships, delivering strategic value and excellence across our supply chain. Principal changes in our logistics relationships, coupled with the easing of global freight costs have helped margin performance. 
In-line with strategic plans, the Group has continued to invest in our most important asset, our team, growing both our business development and operational support team. This is already showing positive results in increased revenue and maintaining our excellent service levels.
The Board of Directors is pleased to report that turnover increased by 10% on a like-for-like basis. This uplift continues the multi-year growth plans for the Group.  
The positive sales and operating profits are further enhanced by an improvement in gross profit margin from 14.6% in the 2022 financial period to 17.4% for the 2023 financial year. This is particularly the result of a strengthened Sterling exchange rate to the US Dollar, coupled with an improvement in our logistics and shipping cost centres, and strong stock performance, resulting in lower-than-expected warehousing costs.
The Group’s New Zealand operation continues to perform well despite persisting difficult economic conditions and a return to recession in New Zealand post year-end. The subsidiary has maintained its focus on sourcing high-quality manufacturing partners, particularly across the Middle and Far-East, which have helped it to remain competitive. The fluctuating shipping market remains an ongoing challenge. Nevertheless, the Directors’ are pleased with the results in the circumstances and the outlook remains positive with a number of new customers and products coming onstream.

Page 1

THE APPHIA GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The glass packaging industry remains a competitive environment and the board ensures a focus on maintaining gross margin levels. Revenue is of course directly affected by consumer behaviour which impact directly on our customers' demand for our products and can be affected by unpredictable, external factors, including the weather. The global political scene has remained complicated and volatile as ever, with many of our principal markets seeing an economical slow down, if not recession, with the resulting drop in consumer spending. Despite these headwinds, as detailed above, the Group has continued to trade strongly throughout the past period. 
The Group trades with both suppliers and customers in the European Union and the Directors are pleased to note that despite the challenges that the world has seen, the Group has traded well through the different challenges, and continues to trade strongly internationally, having imported and exported for many decades.  
The strengthening of Sterling against the U.S. Dollar during the year reduced our purchasing costs from overseas supply partners. Coupled with a sizeable increase in our purchases in USD, this contributed to the overall improvement in gross margin for the year.
Conversely, Sterling weakened against the Euro on average in 2023 but our European purchasing cost increases were mitigated by our Euro forward-hedging program. In addition, the Group both buys and sells in foreign currency which creates an element of protection through natural hedging.
With these risks and uncertainties in mind, the directors are more aware than ever that plans for the future development of the business are subject to unpredictable events outside of our control. Nevertheless, we remain confident that, with the support of our excellent and committed team of staff, current financial performance can be maintained. 

Financial key performance indicators
 
As a sales-driven organisation we consider that our primary key financial performance indicators are turnover and gross profit margin. These are discussed in the Business Review, above. We also closely monitor financial key performance indicators in respect of debtors and stock. We use a Days Sales Outstanding ratio to measure our credit control performance.
After a decline in this metric performance, the board has taken steps to address this, with the implementation of a more robust approach to credit control. We are pleased to have strong relationships with our customers, and we continue to work closely with them to carefully manage credit control while providing scope for our customers to grow with us. 
We also monitor stock levels using a stock turnover ratio. During the period, the business has seen an increase in absolute stock held, however we have also seen an improvement in how quickly this stock has been turned over. The directors are pleased to see that the combination of strategic sales, sound decision making and effective process, have resulted in an improvement in performance in stock turnover. This enables us to retain a position to effectively meet our customers’ increasing demand. 

Page 2

THE APPHIA GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Other key performance indicators
 
The Board is conscious that sound economic performance isn’t the sole way to measure a Group’s success. The Board recognises that glass manufacturing is an energy intensive process, and that we can’t do everything when it comes to sustainability and environmental measures, but we must do something.
Throughout the period, Croxsons’ have continued our initiatives to reduce our carbon emissions, including offsetting the carbon footprint of all our team, through our continued sustainability partnerships. As a result of these partnerships, Croxsons are meeting the majority of the UN Sustainability Goals, such as the systemic challenges around poverty, economic growth and equality. 
The Group has also continued its charitable endeavours throughout the period, resourcing more charities to a greater extent than ever before.  
In April of 2023, the UK business moved into new premises, after a lengthy fit-out. The Old Post Office in Sutton is a pleasing home for our team and for welcoming clients and stakeholders.
Throughout the year, the UK business was recognised through various awards, including Best Business in Surrey,  Best Family Business in the South-East amongst others. Whilst the accolades are gratefully received, the recognition of the efforts of our strategy, and more importantly our culture and team, are the headlines for the Board.


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



T J Croxson
Director

Date: 27 June 2024

Page 3

THE APPHIA GROUP LIMITED
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the period ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the period, after taxation, amounted to £2,831,279 (2022 - £3,181,139).

The directors declared dividends in the year of £290,424 (2022: £369,500).

Directors

The directors who served during the period were:

T J Croxson 
C Y Croxson (appointed 1 January 2023)
D B Giles (appointed 1 January 2023)

Disclosure of information to auditors

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

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

Page 4

THE APPHIA GROUP LIMITED
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Auditors

The auditorsCLA Evelyn Partners Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





T J Croxson
Director

Date: 27 June 2024

Page 5

THE APPHIA GROUP LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE APPHIA GROUP LIMITED

Opinion


We have audited the financial statements of The Apphia Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 6

THE APPHIA GROUP LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE APPHIA GROUP LIMITED (CONTINUED)

Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

THE APPHIA GROUP LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE APPHIA GROUP LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates, and considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, compliance with FRS102 (UK GAAP), the Companies Act 2006 and relevant UK taxation laws. We discussed amongst the audit engagement team the identified laws and regulations, and remained alert to any indications of non-compliance.
We understood how the Company is complying with those legal and regulatory frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of Board minutes and supporting papers. We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included, but were not limited to:

• identifying and reviewing the controls in place to prevent and detect fraud;

• enquiries of management as to whether they have knowledge of any actual, suspected or alleged fraud;

• discussion amongst the engagement team regarding the risk of fraud, such as opportunities and incentives for fraudulent manipulation of the financial statements;

• understanding how those charged with governance considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process;

• challenging assumptions and judgements made by management in its significant accounting estimates and revenue recognition policy;

• identifying and testing journal entries, with a focus on manual journals and journals which indicated large or unusual transactions (based on our understanding of the business); and

• assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the financial statement item.

The primary responsibility for the prevention and detection of irregularities, including fraud, rests with both those charged with governance and management. As with any audit, there remained a higher risk of nondetection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. There are inherent limitations in the audit procedures described above, and the more removed from the financial transactions, the less likely it is that we would become aware of noncompliance with laws and regulations. We are not responsible for prevention of non compliance and cannot be expected to detect non-compliance with all laws and regulations.  
 
Page 8

THE APPHIA GROUP LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE APPHIA GROUP LIMITED (CONTINUED)


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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Jeff Fletcher BA (Hons) FCCA (Senior statutory auditor)
  
for and on behalf of
CLA Evelyn Partners Limited
 
Statutory Auditors
  
Unit 1, Brockbourne House
77 Mount Ephraim
Tunbridge Wells
Kent
TN4 8BS

Date: 1 July 2024
Page 9

THE APPHIA GROUP LIMITED
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

Year ended 31 December
13 month period ended 31 December
2023
2022
Note
£
£

  

Turnover
 4 
43,679,972
39,600,427

Cost of sales
  
(36,068,989)
(33,808,366)

Gross profit
  
7,610,983
5,792,061

Administrative expenses
  
(3,921,437)
(3,031,588)

Exceptional administrative expenses
 11 
-
1,167,610

Operating profit
 5 
3,689,546
3,928,083

Loss on disposal of fixed asset investments
  
(21,203)
-

Interest receivable and similar income
 8 
183,107
19,439

Interest payable and similar expenses
 9 
(136,474)
(89,770)

Profit before taxation
  
3,714,976
3,857,752

Tax on profit
 10 
(883,697)
(676,613)

Profit for the financial period
  
2,831,279
3,181,139

  

Currency translation differences
  
(48,910)
12,556

Other comprehensive income for the period
  
(48,910)
12,556

  

Total comprehensive income for the period
  
2,782,369
3,193,695

Profit for the period attributable to:
  

Owners of the parent Company
  
2,831,279
3,181,139

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
2,782,369
3,193,695

The notes on pages 20 to 39 form part of these financial statements.

Page 10

THE APPHIA GROUP LIMITED
REGISTERED NUMBER:13805528

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
1,163,516
910,731

Investment property
  
446,108
-

  
1,609,624
910,731

Current assets
  

Stocks
 15 
4,451,887
3,299,749

Debtors: amounts falling due after more than one year
 16 
306,152
319,000

Debtors: amounts falling due within one year
 16 
6,791,941
7,833,237

Cash at bank and in hand
 17 
3,633,720
3,465,173

  
15,183,700
14,917,159

Creditors: amounts falling due within one year
 18 
(9,926,204)
(11,497,293)

Net current assets
  
 
 
5,257,496
 
 
3,419,866

Total assets less current liabilities
  
6,867,120
4,330,597

Provisions for liabilities
  

Deferred taxation
 21 
(70,978)
(26,400)

  
 
 
(70,978)
 
 
(26,400)

Net assets
  
6,796,142
4,304,197


Capital and reserves
  

Called up share capital 
 22 
50
50

Share premium account
 23 
1,499,952
1,499,952

Profit and loss account
 23 
5,296,140
2,804,195

Equity attributable to owners of the parent Company
  
6,796,142
4,304,197


Page 11

THE APPHIA GROUP LIMITED
REGISTERED NUMBER:13805528
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

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




T J Croxson
Director

Date: 27 June 2024

The notes on pages 20 to 39 form part of these financial statements.

Page 12

THE APPHIA GROUP LIMITED
REGISTERED NUMBER:13805528

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Investments
 13 
7,544,041
7,544,041

Investment Property
 14 
446,108
-

  
7,990,149
7,544,041

Current assets
  

Debtors: amounts falling due within one year
 16 
231,464
2

Cash at bank and in hand
 17 
1,242
-

  
232,706
2

Creditors: amounts falling due within one year
 18 
(2,276,192)
(3,129,828)

Net current liabilities
  
 
 
(2,043,486)
 
 
(3,129,826)

Total assets less current liabilities
  
5,946,663
4,414,215

  

  

Net assets
  
5,946,663
4,414,215


Capital and reserves
  

Called up share capital 
 22 
50
50

Share premium account
 23 
1,499,952
1,499,952

Profit and loss account
 23 
4,446,661
2,914,213

  
5,946,663
4,414,215


Page 13

THE APPHIA GROUP LIMITED
REGISTERED NUMBER:13805528
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The Company has taken advantage of the exemption allowed under Section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The profit after tax of the parent company for the year was £1,822,872 (2022: £3,303,713).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


T J Croxson
Director

Date: 27 June 2024

The notes on pages 20 to 39 form part of these financial statements.

Page 14

THE APPHIA GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


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

£
£
£
£


Comprehensive income for the period

Profit for the period
-
-
3,181,139
3,181,139

Currency translation differences
-
-
12,556
12,556


Contributions by and distributions to owners

Dividends
-
-
(389,500)
(389,500)

Shares issued during the period
50
1,499,952
-
1,500,002



At 1 January 2023
50
1,499,952
2,804,195
4,304,197


Comprehensive income for the period

Profit for the period
-
-
2,831,279
2,831,279

Currency translation differences
-
-
(48,910)
(48,910)


Contributions by and distributions to owners

Dividend
-
-
(290,424)
(290,424)


At 31 December 2023
50
1,499,952
5,296,140
6,796,142


The notes on pages 20 to 39 form part of these financial statements.

Page 15

THE APPHIA GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


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

£
£
£
£


Comprehensive income for the period

Profit for the period
-
-
3,303,713
3,303,713


Contributions by and distributions to owners

Dividends
-
-
(389,500)
(389,500)

Shares issued during the period
50
1,499,952
-
1,500,002



At 1 January 2023
50
1,499,952
2,914,213
4,414,215


Comprehensive income for the period

Profit for the period
-
-
1,822,872
1,822,872


Contributions by and distributions to owners

Dividends
-
-
(290,424)
(290,424)


At 31 December 2023
50
1,499,952
4,446,661
5,946,663


The notes on pages 20 to 39 form part of these financial statements.

Page 16

THE APPHIA GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial period
2,831,279
3,181,139

Adjustments for:

Depreciation of tangible assets
59,147
28,008

Loss on disposal of tangible assets
1,100
-

Loss on disposal of investments
21,203
-

Interest paid
136,474
91,892

Interest received
(183,107)
(21,564)

Taxation charge
883,697
676,613

(Increase) in stocks
(1,152,138)
(522,680)

Decrease in debtors
1,387,460
1,341,722

(Decrease)/increase in creditors
(884,066)
1,938,385

Increase/(decrease) in provisions
-
(276,257)

Share of operating profit/(loss)) in associates
-
(1,247,210)

Corporation tax (paid)/received
(620,031)
(408,615)

Net cash generated from operating activities

2,481,018
4,781,433


Cash flows from investing activities

Purchase of tangible fixed assets
(337,606)
(790,039)

Sale of tangible fixed assets
24,574
-

Purchase of investment properties
(446,108)
-

Purchase of unlisted and other investments
(49,905)
-

Sale of unlisted and other investments
28,702
-

Interest received
183,107
21,564

Net cash movement on acquisition of subsidiary
-
(134,771)

Net cash from investing activities

(597,236)
(903,246)

Cash flows from financing activities

Repayment of loans
(52,720)
(7,694)

Repayment of other loans
(952,664)
-

Repayment of/new finance leases
(29,016)
-

Loans made to directors
(174,004)
(37,175)

Dividends paid
(290,424)
(389,500)

Interest paid
(136,474)
(22,224)

Net cash used in financing activities
(1,635,302)
(456,593)

Net increase in cash and cash equivalents
248,480
3,421,594

Cash and cash equivalents at beginning of period
3,434,150
-

Foreign exchange gains and (losses)
(48,910)
12,556

Cash and cash equivalents at the end of period
3,633,720
3,434,150
Page 17

THE APPHIA GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023


2023
2022

£
£


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
3,633,720
3,465,173

Bank overdrafts
-
(31,023)

3,633,720
3,434,150


The notes on pages 20 to 39 form part of these financial statements.

Page 18

THE APPHIA GROUP LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

3,465,173

168,547

3,633,720

Bank overdrafts

(31,023)

31,023

-

Debt due within 1 year

(3,122,388)

1,005,384

(2,117,004)

Finance leases

(29,016)

29,016

-


282,746
1,233,970
1,516,716

The notes on pages 20 to 39 form part of these financial statements.

Page 19

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

The Apphia Group Limited is a private company limited by shares and incorporated in the United Kingdom. The Company is domiciled in the United Kingdom and its registered address is Unit 1, Brockbourne House, Mount Ephraim, Tunbridge Wells, England, TN4 8BS. The principal place of business is The Old Post Office, 19 Grove Road, Sutton, Surrey, SM1 1BB.
The Group's principal activities are that of the wholesale supply of glass bottles and jars and associated products to food and drink manufacturers worldwide.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

Monetary amounts in these financial statements are stated in pounds sterling and are rounded to the nearest whole £1, except where otherwise stated.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. These are adjusted, where appropriate, to conform to Group accounting policies. Acquisitions are accounted for under the acquisition method. The results of Companies acquired or disposed of are included in the Statement of Comprehensive Income after or up to the date that control passes respectively. As a Consolidated Statement of Comprehensive Income is published, a separate Statement of Comprehensive Income for the parent Company is omitted from the Group financial statements by virtue of section 408 of the Companies Act 2006.

Page 20

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue from the wholesale supply of glass bottles and jars and associated products is recognised to the extend that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.
Revenue is recognised on despatch of goods as this is when the risks and rewards of ownership are considered to have transferred to the customer.
Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 21

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Interest income

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

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

 Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 22

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

 Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

 Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is provided on the following basis:

Depreciation is provided on the following basis:

Long-term leasehold property
-
Straight line over 20 and 50 years
Office equipment
-
25% reducing balance
Computer equipment
-
Straight line over 4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

 Investment property

Investment property is carried at fair value determined annually by directors and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.14

 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

 Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition. Provision is made for obsolete, slow moving or defective items where appropriate. 

 
2.16

 Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 23

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

 Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

 Creditors

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

 
2.19

 Financial instruments

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

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

 
2.20

 Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 24

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
There are no estimates that are considered to be subject to significant estimation uncertainty.


4.


Turnover

The whole of the turnover is attributable to that of the wholesale supply of glass bottles and jars and
associated products to food and drink manufacturers worldwide.

Analysis of turnover by country of destination:

31 December
13 month period ended 31 December
2023
2022
£
£

United Kingdom
34,675,381
30,395,602

Rest of Europe
5,333,313
5,433,361

Rest of the world
3,671,278
3,771,464

43,679,972
39,600,427



5.


Operating profit

The operating profit is stated after charging:

31 December
13 month period ended 31 December
2023
2022
£
£

Depreciation of tangible fixed assets
59,147
28,008

Fees payable to the Group's auditor for the audit of the Group's annual financial statements
55,723
55,924

Auditors remuneration - non-audit
3,000
4,200

Exchange differences
33,255
(170,167)

Other operating lease rentals
84,785
133,253

Defined contribution pension cost
156,895
105,481

Page 25

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Employees

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


Group
Group
2023
2022
£
£


Wages and salaries
1,996,602
1,672,858

Social security costs
294,651
201,365

Cost of defined contribution scheme
156,784
105,481

2,448,037
1,979,704


The average monthly number of employees, including the directors, during the period was as follows:


     31 December
13 month period ended 31 December
        2023
        2022
            No.
            No.







Sales staff
20
15



Administrative
9
11

29
26


7.


Directors' remuneration

31 December
13 month period ended
31 December
2023
2022
£
£

Directors' emoluments
167,701
18,881

Group contributions to defined contribution pension schemes
1,791
592

169,492
19,473


During the period retirement benefits were accruing to 2 directors (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £145,450 (2022 - £18,881).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,601 (2022 - £592).

There are no key management personnel other than the directors of the parent Company.

Page 26

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Interest receivable

31 December
13 month period ended 31 December
2023
2022
£
£


Other interest receivable
183,107
19,439


9.


Interest payable and similar expenses

31 December
13 month period ended 31 December
2023
2022
£
£


Bank interest payable
4,477
8,650

Other loan interest payable
131,997
81,120

136,474
89,770

Page 27

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

10.


Taxation


31 December
13 month period ended 31 December
2023
2022
£
£

Corporation tax


Current tax on profits for the year
770,315
620,265


770,315
620,265

Foreign tax


Foreign tax on income for the year
68,804
34,405

68,804
34,405

Total current tax
839,119
654,670

Deferred tax


Origination and reversal of timing differences
44,578
21,943

Total deferred tax
44,578
21,943


Taxation on profit on ordinary activities
883,697
676,613
Page 28

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

31 December
13 month period ended 31 December
2023
2022
£
£


Profit on ordinary activities before tax
3,714,976
3,857,752


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
873,762
732,973

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
13,072
3,510

Super deductions and other fixed asset differences
3,212
-

Non-tax deductible amortisation of goodwill and impairment
-
(236,970)

Adjustments to provision of tax in subsidiaries prior to acquisition
-
133,690

Capital gains
-
8,028

Deferred tax not recognised
-
858

Effect of change in deferred tax rate
2,638
119

Group relief
(20,178)
-

Overseas tax
11,191
34,405

Total tax charge for the period
883,697
676,613

Page 29

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Exceptional items

31 December
13 month period ended 31 December
2023
2022
£
£


Amortisation of negative goodwill
-
(1,167,610)

The Company acquired the share capital of William Croxson & Son, Limited and Croxsons Packaging Limited during the prior year. Having paid a discounted purchase price of £7,542,000 and £2,041 respectively for each company, the Company realised £1,167,610 of negative goodwill. The negative goodwill arising on acquisition arose due to the consideration being less than the net assets acquired. This represents a discount on the stock acquired which was recovered by the balance sheet date and therefore the negative goodwill was amortised in full in the Consolidated Statement of Comprehensive Income.


12.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Office equipment
Computer equipment

£
£
£
£
£



Cost or valuation


At 1 January 2023
771,198
118,704
45,065
104,348
49,568


Additions
312,755
4,408
-
8,862
11,581


Disposals
-
-
(45,065)
-
(8,643)



At 31 December 2023

1,083,953
123,112
-
113,210
52,506



Depreciation


At 1 January 2023
-
110,585
19,391
8,541
39,635


Charge for the period on owned assets
18,524
6,049
-
25,635
8,939


Disposals
-
-
(19,391)
-
(8,643)



At 31 December 2023

18,524
116,634
-
34,176
39,931



Net book value



At 31 December 2023
1,065,429
6,478
-
79,034
12,575
Page 30

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

           12.Tangible fixed assets (continued)


Total

£



Cost or valuation


At 1 January 2023
1,088,883


Additions
337,606


Disposals
(53,708)



At 31 December 2023

1,372,781



Depreciation


At 1 January 2023
178,152


Charge for the period on owned assets
59,147


Disposals
(28,034)



At 31 December 2023

209,265



Net book value



At 31 December 2023
1,163,516




The net book value of land and buildings may be further analysed as follows:


2023
£

Long leasehold
1,065,429

1,065,429


Page 31

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Company





Investments in subsidiary companies
Other fixed asset investments
Total

£
£
£



Cost or valuation


At 1 January 2023
7,544,041
-
7,544,041


Additions
-
49,905
49,905


Disposals
-
(49,905)
(49,905)



At 31 December 2023
7,544,041
-
7,544,041





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

William Croxson & Son, Limited
Unit 1, Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, England, TN4 8BS
Ordinary
100%
Croxsons Packaging Limited
Business Latitude Ltd, 14a Barnaby Road, Tuakau, Tuakau, 2121 , New Zealand
Ordinary
100%

All subsidiaries have been included within these consolidated financial statements.

Page 32

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

14.


Investment property

Group


Investment property

£



Valuation


Additions at cost
446,108



At 31 December 2023
446,108

The investment property was purchased on 28 September 2023. The directors consider the purchase price to equate to the fair value of the investment property as at 31 December 2023.




Company





Investment property

£



Valuation


Additions at cost
446,108



At 31 December 2023
446,108

The investment property was purchased on 28 September 2023. The directors consider the purchase price to equate to the fair value of the investment property as at 31 December 2023.



At 31 December 2023

15.


Stocks

Group
Group
2023
2022
£
£

Finished goods and goods for resale
4,451,887
3,299,749


Page 33

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Other debtors
306,152
319,000
-
-


Group
 
Group
 
Company
 
Company
As restated
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
5,862,757
7,109,291
-
-

Amounts owed by group undertakings
-
-
230,864
-

Amounts owed by joint ventures and associated undertakings
-
81,691
-
-

Other debtors
738,901
456,924
-
-

Called up share capital not paid
2
2
2
2

Prepayments and accrued income
138,680
155,050
598
-

Tax recoverable
51,601
30,279
-
-

6,791,941
7,833,237
231,464
2



17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
3,633,720
3,465,173
1,242
-

Less: bank overdrafts
-
(31,023)
-
-

3,633,720
3,434,150
1,242
-


Page 34

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due within one year

Group
 
Group
 
Company
 
Company
As restated
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
-
31,023
-
-

Bank loans
-
52,720
-
-

Other loans
2,117,004
3,069,668
2,117,004
3,069,668

Obligations under finance lease and hire purchase contracts
-
29,016
-
-

Trade creditors
4,904,991
6,495,843
-
-

Amounts owed to other participating interests
72,432
-
-
-

Amounts owed to group undertakings
-
-
-
44,860

Corporation tax
482,008
241,598
-
-

Other taxation and social security
417,010
81,656
-
-

Other creditors
1,523,884
1,299,482
143,888
-

Accruals and deferred income
408,875
196,287
15,300
15,300

9,926,204
11,497,293
2,276,192
3,129,828


Within other creditors for both the Group and Company is £138,000 (2022: Nil) owed to directors. This amount is interest free and repayable on demand. 


19.


Loans




Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
-
52,720
-
-

Loan notes
2,117,004
3,069,668
2,117,004
3,069,668


2,117,004
3,122,388
2,117,004
3,069,668





The Loan notes are unsecured and accrue interest of 1% above the Bank of England rate per annum, up to a maximum of 5% per annum. The Loan notes are held by a family member of a director of the Company. At the balance sheet date, the Loan note holder was entitled to demand repayment of the Loan notes on 31 January 2024 via a Repayment Notice and as such, the total balance is held as due within one year. At the date the accounts were approved, the Loan note holder had submitted a Repayment Notice and the loan notes were repaid on 30 January 2024.

Page 35

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£
£

Within one year
-
29,016

Obligations under hire purchase contracts are secured against the assets on which the hire purchase contracts arise.


21.


Deferred taxation


Group



2023


£






At beginning of year
(26,400)


Charged to profit or loss
(44,578)



At end of year
(70,978)

Group
2023
£

Accelerated capital allowances
(70,978)

(70,978)


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



50 (2022 - 50) Ordinary shares of £1.00 each
50
50

The Company's ordinary shares, which carry no right to fixed income, each carry the right to one vote at the general meetings of the Company.


Page 36

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

23.


Reserves

Share premium account

This account represents the excess of share capital acquired above the nominal value which arose on the issue of 48 Ordinary Shares of £1 each on 17 January 2022.

Foreign exchange reserve

This account records gains and losses for the translation of transactions between operating and reporting currency within the group. 

Profit and loss account

The cumulative profit and loss, net of distribution to owners.


24.


Financial instruments

The Group enters into foreign currency contracts to mitigate the exchange risk for certain foreign currency liabilities. At 31 December 2023 the outstanding contracts mature within 1 year on average of the period-end. At the Balance Sheet date, the Group was committed to buying €1,100,000 for £977,461 (2022: €1,440,000 for £1,268,071) .
The forward currency contracts are measured at fair value using quoted forward exchange rates.


25.


Prior year adjustment

The directors have reviewed the treatment and legal substance of an inter-company loan of £562,015 that was assigned at 31 December 2022 as being due to Apphia Group Limited (“the Company”) from a wholly owned subsidiary. It is considered more appropriate that this loan should have remained due to the subsidiary company, William Croxson & Son, Limited, rather than the Company at 31 December 2022 and 31 December 2023.
The comparative information for the Company, included in these financial statements, is therefore restated for the period ended 31 December 2022. In particular, the £562,015 balance previously held in Amounts owed by Group Undertakings has been removed and the balance previously held in Amounts owed by Group Undertakings has decreased from £606,875 to £44,860, see note 19.


26.


Contingent assets

The Directors consider it probable that the Parent Company will receive an Earn out in respect of the Spiritmen Limited investment purchased and disposed of during the year and estimate the total amount receivable to be between £28,540 and £57,080.  

Page 37

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

27.


Contingent liabilities

The Directors J Croxson and T Croxson and D A Shaw (director of the subsidiary company) collectively gave a standard guarantee of £167,083 (2022: £177,354) plus interest and costs, to the Bank of New Zealand in respect of the subsidiary company Croxsons Packaging Limited.
The directors J Croxson and D A Shaw (director of the subsidiary company) collectively gave a standard guarantee of £248,336 (2022: £263,602) plus interest and costs, to the Bank of New Zealand in respect of the subsidiary company Croxsons Packaging Limited.
HSBC Bank Plc holds a guarantee for £48,070 (2022: £48,070) on William Croxson & Son, Limited's account in favour of HMRC, lost bills of lading indemnity and Basturk Cam San. VE TIC A.S.
In William Croxson & Son, Limited, there is a fixed and floating charge over contract monies in respect of an invoice financing facility with HSBC Bank Plc.


28.


Capital commitments




At 31 December 2023 the Group had capital commitments as follows:


Group
Group
2023
2022
£
£

Contracted for but not provided in these financial statements
-
230,078

-
230,078


29.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
52,143
43,596

Later than 1 year and not later than 5 years
82,200
46,297

134,343
89,893
Page 38

THE APPHIA GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

30.


Transactions with directors

Included within other debtors due within one year is a loan of £346,693 (2022: £Nil) to D Giles. Interest is charged at 4%. During the year ended 31 December 2023, interest totalled £9,902 (2022: £Nil).

Director 1
£
Amounts advanced

353,544

Amounts repaid

(16,753)

Interest charged

9,902

Balance carried forward at 31 December 2023
346,693



31.


Related party transactions

The company has taken advantage of Section 33 of FRS 102 and has not disclosed transactions with wholly owned group companies.
Included within other creditors, amounts falling due within one year, is a loan of £300,438 (2022: £250,154) owed to The Milk and Honey Trust of which J Croxson, T Croxson, A Giles and D Giles are trustees. Interest is being charged at 4.85% per annum (2022: 2.5% per annum). The loan is repayable on demand. Donations of £370,000 (2022: £353,000) were made to this Trust in the period.
Included within other debtors is £24,251 (2022: £105,942) owed from entities under control of the directors or their close family members. During the period, there were sales of £Nil (2022: £168,967) to these entities and management charges of £82,715 (2022: £Nil) from these entities.
During the period, there were purchases of £67,284 (2022: £44,739) from entities under control of close family members of the directors.
During the year, close family members of directors received remuneration of £162,000 (2022: £107,614).


32.


Controlling party

The ultimate controlling party is T J Croxson.

 
Page 39