Company Registration No. 02950499 (England and Wales)
DISLEY HOLDINGS (UK)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023
31 December 2023
PAGES FOR FILING WITH REGISTRAR
PM+M Solutions for Business LLP
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
DISLEY HOLDINGS (UK)
COMPANY INFORMATION
Director
Mr D Angel
Company number
02950499
Registered office
No. 1 St Paul's Square
Liverpool
Merseyside
L3 9SJ
Auditor
PM+M Solutions for Business LLP
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
DISLEY HOLDINGS (UK)
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
DISLEY HOLDINGS (UK)
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Current assets
-
-
Creditors: amounts falling due within one year
6
-
0
(30,816)
Net current liabilities
-
0
(30,816)
Capital and reserves
Called up share capital
7
34,753
34,753
Share premium account
68,520
3,145
Capital redemption reserve
3,145
-
0
Profit and loss reserves
(106,418)
(68,714)
Total equity
-
0
(30,816)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved and signed by the director and authorised for issue on 15 July 2025
Mr D Angel
Director
Company registration number 02950499 (England and Wales)
DISLEY HOLDINGS (UK)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2022
34,753
3,145
-
0
(68,714)
(30,816)
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
-
-
0
-
0
Balance at 31 December 2022
34,753
3,145
-
0
(68,714)
(30,816)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(40,462)
(40,462)
Issue of share capital
7
-
0
68,520
-
-
68,520
Dividends
-
-
-
2,758
2,758
Other movements
-
(3,145)
3,145
-
-
Balance at 31 December 2023
34,753
68,520
3,145
(106,418)
-
0
DISLEY HOLDINGS (UK)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Disley Holdings (UK) is a private company limited by shares incorporated in England and Wales. The registered office is No. 1 St Paul's Square, Liverpool, Merseyside, L3 9SJ.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £'000.

The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

The financial statements have been prepared on a basis other than going concern on the grounds that the trading activities of the company have ceased and all future plans for the company are uncertain. As a result the company is no longer considered a going concern. Adjustments were made in a prior year financial statements to reduce assets to their realisable values and to reclassify fixed assets and long term liabilities as current assets and liabilities. Assets and liabilities continue to be recognised on this basis. Therefore, no restatement has been made of comparative figures. During the year to 31 December 2023 the company was non trading.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

DISLEY HOLDINGS (UK)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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 balance sheet 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 and cash and bank balances, 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.

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.

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
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

DISLEY HOLDINGS (UK)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
2
Change in accounting policy

The company has not prepared consolidated group financial statements for the period ended 31 December 2023.

 

The group is a small group and therefore does not require a consolidation. The directors do not require consolidated financial statement to be prepared.

 

The prior period financial statements for Disley Holdings (UK) are consolidated but include the companies own balance sheet and balance sheet notes which should be used for comparative purposes, there has been no impact on the figures.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
1
1
4
Fixed asset investments
2023
2022
£'000
£'000
-
0
-
0
Movements in fixed asset investments
Shares in group companies
£'000
Cost or valuation
At 1 January 2023
-
Additions
38,204
At 31 December 2023
38,204
Impairment
At 1 January 2023
-
Impairment losses
38,204
At 31 December 2023
38,204
Carrying amount
At 31 December 2023
-
At 31 December 2022
-
DISLEY HOLDINGS (UK)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Kruger Tissue Group (UK) Limited
England and Wales
Ordinary
100.00
-
Kruger Tissue (Consumer) Limited
England and Wales
Ordinary
0
100.00
F.H.Lee LTD
England and Wales
Ordinary
0
100.00
Charles Turner & Company Limited
England and Wales
Ordinary
0
100.00
Kruger Tissue (Industrial) Limited
England and Wales
Ordinary
0
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£'000
£'000
Kruger Tissue Group (UK) Limited
-
0
(39,102)
0
F.H.Lee LTD
-
0
(8,611)
0
Charles Turner & Company Limited
-
0
(47,706)
0
Kruger Tissue (Industrial) Limited
(210)
0
(97)
0

F.H.Lee LTD has a 31 March year end. The company does not trade but there were transaction in the year due to the reconstruction.

 

Kruger Tissue (Consumer) Limited had no profit or loss in the period and no capital and reserves at the year end.

6
Creditors: amounts falling due within one year
2023
2022
£'000
£'000
Trade creditors
-
0
786
Amounts owed to group undertakings
-
0
27,272
Other creditors
-
0
2,758
-
0
30,816

Amounts due to group undertakings were unsecured, non-interest bearing and repayable upon demand.

7
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary Shares of £1 each
34,752,605
34,752,603
34,753
34,753
DISLEY HOLDINGS (UK)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Called up share capital
(Continued)
- 7 -
2023
2022
2023
2022
Preference share capital
Number
Number
£'000
£'000
Authorised, Issued and fully paid
Preference A Shares of 20p each
-
1,740,792
-
348
Preference B Shares of 20p each
-
2,190,370
-
438
-
3,931,162
-
786

During the period the company issued two new £1 ordinary shares.

 

The 'A' preference shareholders were entitled to a fixed cumulative preferential dividend of 7 pence per share. The 'B' preference shares carried a dividend entitlement, subject to the recommendation of the director, of 7 pence per share.

 

The 'A' preference shares carried the right to be redeemed in five equal tranches of 438,974 shares per annum on 31 December each year from 2000 to 2004 inclusive at a premium of 80 pence per share. As part of the group restructure all shares were redeemed at 31 December 2023. The 'B' preference shares carried the right to be redeemed on 31 December 2006 at a premium of 80 pence per share. Both the 'A' and 'B' preference shares were cancelled on 28th July 2023.

 

The preference shareholders have waived their right and entitlement to each and every dividend which has accrued since 1 January 2012 onwards.

 

Preference shares were classified within Creditors: amounts falling due within one year, see note 5.

 

Accumulated unpaid dividends in relation to these preference shares are £nil (2022 - £2.758m) and these are included within note 5.

 

The preference shares are owned by a group company.

 

The share premium amounting to £68.520million (2022 - £3.145million) was generated on the issue of shares.

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Emphasis of matter

We draw attention to note 1.2 of the financial statements, which describes the director's reasons why the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in this respect.

DISLEY HOLDINGS (UK)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Audit report information
(Continued)
- 8 -
Senior Statutory Auditor:
Daniel Bowles BFP ACA FCCA
Statutory Auditor:
PM+M Solutions for Business LLP
Date of audit report:
16 July 2025
9
Parent company

The immediate and ultimate parent undertaking and controlling party is Kruger Inc, a company registered in Canada. Kruger Inc is the parent undertaking of the largest and smallest group of undertakings to consolidate these financial statements at 31 December 2023. The consolidated financial statements of Kruger Inc are available from the secretary, Kruger Inc, Bedford Road, Montreal, Canada.

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