Registered number:
For the Period Ended
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Baker Perkins Holdings Limited
Company Information
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Baker Perkins Holdings Limited
Contents
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Baker Perkins Holdings Limited
Strategic Report
For the Period Ended 30 September 2023
The directors present the strategic report for the period ended 30 September 2023.
The current period ran for nine months from 1 January 2023. Following the acquisition of the group the company lies within by Hillenbrand Inc on 1 September 2023, the company changed its year end to align with the group headed by Hillenbrand Inc. The results are therefore not wholly comparable with those of the prior year.
The Company is a holding Company. It directly owns 100% of the issued ordinary share capital of Baker Perkins Limited and Process Components Limited. These Companies specialise in the engineering, manufacturing and installation of equipment principally for the dry foods industry. The Company does not have any operations or trading activities.
As a holding Company the principal risks relates to those of its investments. The risks associated with the trade of the direct and indirect subsidiaries are disclosed in respective financial statements of those Companies.
The Company does not trade, so no key performance indicators are monitored for the Company in its own right. The performance of the direct and indirect subsidiaries are monitored by the directors; particularly in respect of turnover and profitability.
The Group uses non-financial KPI's as part of its overall assessment strategy. Details of these can be found in the financial statements of the trading subsidiaries.
Section 172 of the Companies Act 2006 ("the Act") requires directors to take into consideration the interest of stakeholders in their decision-making having regard to the matters set out in section 172(1)(a)-(f) of the Act. The following section sets out how the directors have engaged with the Company's stakeholders during the year.
The statement considers the impact of S172 on the Company whilst details of the impact of the Company's UK trading subsidiaries, Baker Perkins Limited and Process Components Limited, can be found in those financial statements. The Company has no employees, however, as a subsidiary holding Company within the immediate parent Company Hillenbrand UK Holdings Limited ("the Group"), the directors consider the impact of the Company's activities on its shareholders, its funding decisions, investment strategy, governance of its subsidiaries and compliance with Group policies with the aim of maximising investment returns for the benefit of its shareholders and ensuring that its subsidiaries maintain high standards of business conduct and governance. The Company engages with its shareholders and its subsidiaries on an ad hoc basis on requests for additional capital distribution or funding. The directors assess such requests in light of the Company's minimum capital requirements to maintain profitability in the long term. The performance of the Company's investments are monitored regularly with senior management from the Group that have an interest in and are responsible for managing such investments. The Board considered the Company's investments in light of the Group's corporate and social responsibility strategy and required businesses to consider changing the composition of the Company's investments to alight to the Group's strategy. The directors continued to proide oversight governance of its subsidiaries to ensure that they comply with the Group's policies and maintain highs tandards of business conduct. The subsidiaries provide regular updates on their activities to the directors.
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Baker Perkins Holdings Limited
Strategic Report (continued)
For the Period Ended 30 September 2023
This report was approved by the board and signed on its behalf.
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Baker Perkins Holdings Limited
Directors' Report
For the Period Ended 30 September 2023
The directors present their report and the financial statements for the period ended 30 September 2023.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 profit for the period, after taxation, amounted to £88,032 (2022 -loss £1,000).
No dividends have been declared or paid in the period.
The directors who served during the period were:
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Baker Perkins Holdings Limited
Directors' Report (continued)
For the Period Ended 30 September 2023
As a parent Company that does not trade, it has no emissions to report. Details of the report relating to its UK trading subsidiary Baker Perkins Limited may be found in their financial statements. Process Components Limited as a small entity is exempt from emissions disclosure requirements.
On September 1, 2023, the whole of the share capital of Baker Perkins Holdings Limited was purchased by Hillenbrand Holdings UK Limited. The ultimate holding company is Hillenbrand Inc, a NYSE listed entity. This acquisition gives Baker Perkins Holdings Limited and the subsidiaries, access to the wider group's global presence, providing opportunities for future growth.
Engagement with suppliers, customers and others is covered in the Strategic Report under the section "Directors statement of compliance with duty to promote the success of the company".
The company has in place qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
There have been no significant events affecting the Company since the year end.
The auditors, Hurst Accountants Limited, will 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.
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Baker Perkins Holdings Limited
Independent Auditors' Report to the Members of Baker Perkins Holdings Limited
We have audited the financial statements of Baker Perkins Holdings Limited (the 'Company') for the period ended 30 September 2023, which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 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.
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Baker Perkins Holdings Limited
Independent Auditors' Report to the Members of Baker Perkins Holdings Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the 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.
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Baker Perkins Holdings Limited
Independent Auditors' Report to the Members of Baker Perkins Holdings Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets. • The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. • Supporting documentation relating to the Company's policies and procedures for: - Identifying, evaluating, and complying with laws and regulations - Detecting and responding to the risks of fraud • The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. • The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. • The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption. Audit response to risks identified Our procedures to respond to the risks identified included the following: • Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements. • Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. • Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities. • Enquiring of management about any actual and potential litigation and claims. • Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Baker Perkins Holdings Limited
Independent Auditors' Report to the Members of Baker Perkins Holdings Limited (continued)
We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments. • Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and • Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
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Baker Perkins Holdings Limited
Statement of Comprehensive Income
For the Period Ended 30 September 2023
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Baker Perkins Holdings Limited
Registered number: 09482158
Statement of Financial Position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 18 form part of these financial statements.
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Baker Perkins Holdings Limited
Statement of Changes in Equity
For the Period Ended 30 September 2023
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Baker Perkins Holdings Limited
Notes to the Financial Statements
For the Period Ended 30 September 2023
Baker Perkins Holdings Limited is a private Company limited by shares incorporated in England and Wales. The registered office is Manor Drive, Paston Parkway, Peterborough, PE4 7AP. The Company's principal activities and nature of its operations are disclosed in the directors' report.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Hillenbrand Inc as at 30 September 2023 and these financial statements may be obtained from the Hillenbrand website.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006
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Baker Perkins Holdings Limited
Notes to the Financial Statements
For the Period Ended 30 September 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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Baker Perkins Holdings Limited
Notes to the Financial Statements
For the Period Ended 30 September 2023
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below. Critical judgements Impairment of investments The investments in subsidiaries are reviewed when a possible impairment event occurs, and impair where it is deemed appropriate by the directors. The directors make their decision on the need for impairment based on the latest financial data available. Regular order and contract profitability reviews are undertaken alongside sales and profit forecasts.
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Baker Perkins Holdings Limited
Notes to the Financial Statements
For the Period Ended 30 September 2023
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Baker Perkins Holdings Limited
Notes to the Financial Statements
For the Period Ended 30 September 2023
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Baker Perkins Holdings Limited
Notes to the Financial Statements
For the Period Ended 30 September 2023
8.Trade and other receivables (continued)
A further 1 Ordinary share was issued on 29 August 2023 in exchange for a total consideration of £13,373,397 as part of a business combination.
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Baker Perkins Holdings Limited
Notes to the Financial Statements
For the Period Ended 30 September 2023
Share premium
The share premium account includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium. Merger reserve The merger reserve represents a non-distributable reserve created by the exercise of s612 merger relief for the amount in excess of the nominal value of the 2 ordinary shares issued in connection with the acquisition of Baker Perkins Limited.
The immediate parent Company is
On 1 September 2023, The smallest group in which these financial statements are consolidated are those of Schenck Process Holding GmbH. The results are included up to the date of sale of the company by that parent, being 1 September 2023. The largest group in which the results of the Company are consolidated is that headed by incorporated in the United States of America and listed on the New York Stock Exchange. Copies of the parent company's consolidated financial statements may be obtained from from 1 September 2023 and the balance sheet of the Company is included within the consolidated financial statements of Hillenbrand Inc. The link to the annual report for the year ended 30 September 2023 can be found below: https://d1io3yog0oux5 .cloudfront.net/_4f5c34e3425c799e45b2ce9921d1ee5c /hillenbrand /db/1218/12066 /annual_re port/Hillenbrand_23AR.pdf
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