Caseware UK (AP4) 2024.0.164 2024.0.164 2024-09-272024-09-272024-09-27false2023-09-30falsefalsefalse 10758203 2023-09-30 2024-09-27 10758203 2022-09-30 2023-09-29 10758203 2024-09-27 10758203 2023-09-29 10758203 2022-09-30 10758203 c:Director1 2023-09-30 2024-09-27 10758203 c:Director2 2023-09-30 2024-09-27 10758203 c:Director3 2023-09-30 2024-09-27 10758203 c:Director4 2023-09-30 2024-09-27 10758203 c:Director4 2024-09-27 10758203 c:Director5 2023-09-30 2024-09-27 10758203 c:Director5 2024-09-27 10758203 c:RegisteredOffice 2023-09-30 2024-09-27 10758203 d:Buildings 2023-09-30 2024-09-27 10758203 d:PlantMachinery 2023-09-30 2024-09-27 10758203 d:MotorVehicles 2023-09-30 2024-09-27 10758203 d:FurnitureFittings 2023-09-30 2024-09-27 10758203 d:OtherPropertyPlantEquipment 2023-09-30 2024-09-27 10758203 d:CurrentFinancialInstruments 2024-09-27 10758203 d:CurrentFinancialInstruments 2023-09-29 10758203 d:Non-currentFinancialInstruments 2024-09-27 10758203 d:Non-currentFinancialInstruments 2023-09-29 10758203 d:CurrentFinancialInstruments d:WithinOneYear 2024-09-27 10758203 d:CurrentFinancialInstruments d:WithinOneYear 2023-09-29 10758203 d:Non-currentFinancialInstruments d:AfterOneYear 2024-09-27 10758203 d:Non-currentFinancialInstruments d:AfterOneYear 2023-09-29 10758203 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-09-27 10758203 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-09-29 10758203 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-09-27 10758203 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-09-29 10758203 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2024-09-27 10758203 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2023-09-29 10758203 d:ShareCapital 2024-09-27 10758203 d:ShareCapital 2023-09-29 10758203 d:ShareCapital 2022-09-30 10758203 d:MergerReserve 2023-09-30 2024-09-27 10758203 d:MergerReserve 2024-09-27 10758203 d:MergerReserve 2023-09-29 10758203 d:MergerReserve 2022-09-30 10758203 d:RetainedEarningsAccumulatedLosses 2023-09-30 2024-09-27 10758203 d:RetainedEarningsAccumulatedLosses 2024-09-27 10758203 d:RetainedEarningsAccumulatedLosses 2022-09-30 2023-09-29 10758203 d:RetainedEarningsAccumulatedLosses 2023-09-29 10758203 d:RetainedEarningsAccumulatedLosses 2022-09-30 10758203 d:AcceleratedTaxDepreciationDeferredTax 2024-09-27 10758203 d:AcceleratedTaxDepreciationDeferredTax 2023-09-29 10758203 d:TaxLossesCarry-forwardsDeferredTax 2024-09-27 10758203 d:TaxLossesCarry-forwardsDeferredTax 2023-09-29 10758203 d:RetirementBenefitObligationsDeferredTax 2024-09-27 10758203 d:RetirementBenefitObligationsDeferredTax 2023-09-29 10758203 d:OtherDeferredTax 2024-09-27 10758203 d:OtherDeferredTax 2023-09-29 10758203 c:OrdinaryShareClass1 2023-09-30 2024-09-27 10758203 c:OrdinaryShareClass1 2024-09-27 10758203 c:OrdinaryShareClass1 2023-09-29 10758203 c:FRS102 2023-09-30 2024-09-27 10758203 c:Audited 2023-09-30 2024-09-27 10758203 c:FullAccounts 2023-09-30 2024-09-27 10758203 c:PrivateLimitedCompanyLtd 2023-09-30 2024-09-27 10758203 d:Subsidiary1 2023-09-30 2024-09-27 10758203 d:Subsidiary1 1 2023-09-30 2024-09-27 10758203 d:Subsidiary2 2023-09-30 2024-09-27 10758203 d:Subsidiary2 1 2023-09-30 2024-09-27 10758203 c:Consolidated 2024-09-27 10758203 c:ConsolidatedGroupCompanyAccounts 2023-09-30 2024-09-27 10758203 2 2023-09-30 2024-09-27 10758203 6 2023-09-30 2024-09-27 10758203 d:SpecificBusinessCombination1 2023-09-30 2024-09-27 10758203 d:SpecificBusinessCombination1 2024-09-27 10758203 d:SpecificBusinessCombination1 d:CurrentFinancialInstruments 2024-09-27 10758203 e:PoundSterling 2023-09-30 2024-09-27 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 10758203









ESTERFORM HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 27 SEPTEMBER 2024

 
ESTERFORM HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
S A Tyne 
M J Tyne 
S J Hartley 
J E Hall (appointed 12 August 2024)




Registered number
10758203



Registered office
Esterform Holdings Limited
Boraston Lane

Tenbury Wells

Worcestershire

WR15 8LE




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

Cornerblock

2 Cornwall Street

Birmingham

B3 2DX





 
ESTERFORM HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 6
Independent auditors' report
7 - 10
Consolidated statement of comprehensive income
11 - 12
Consolidated balance sheet
13 - 14
Company balance sheet
15
Consolidated statement of changes in equity
16
Company statement of changes in equity
17
Consolidated statement of cash flows
18 - 19
Notes to the financial statements
20 - 49


 
ESTERFORM HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

Introduction
 
The directors present the strategic report for the period ending 27 September 2024. The principal activities of the Group involve the design, manufacture, and marketing of plastic packaging. The UK market for the Group's products remains highly competitive, and the board considers that investment in the latest technology to provide customers with high-quality and cost-effective products is crucial for the future growth and success of the business.

Business review, future developments and financial key performance indicators
 
During the year and as a result of actions taken by the board over the past two years, the group experienced strong growth in profitability and has strengthened its balance sheet in line with the strategic plans for the year ending September 2024. Recent investments in state-of-the-art manufacturing equipment and a continued focus on new product development have enabled the business to enter new market areas, which the board believes will drive significant profitable growth in the future. The group is pleased to announce the acquisition of Primepac Limited which will broaden the group’s product offering and expand the customer base whilst continuing to focus on the customer requirements.  
Esterform takes its environmental responsibilities very seriously and has sustainability at the forefront of the business objectives.  The group’s strategy is to continue to reduce the adverse environmental impacts; including energy-saving, lightweighting, and recycling initiatives. All PET processed by the group is 100% recyclable back to food grade and in 2024, approximately 37% of the PET used was post-consumer recycled PET (rPET), compared to 32% in 2023
Turnover in the period ended 27 September 2024 was £86.6m compared to £106.6m in 2023, due to a reduction in raw material prices and the increased use of tolled resin.
EBITDA (earnings before interest, tax, depreciation, amortisation and exceptional items) grew by 23% for the period to £8.1m (2023: £6.6m), largely due to volume growth.
With depreciation and amortisation charges of £5.7m (2023: £6.9m) and exceptional costs of £nil (2023: £1.13m), the Group made an operating profit of £2.4m compared to an operating loss of £1.5m in 2023.
Biffa Waste Services Limited took a significant minority stake in the group in April 2023 and the Directors re-financed the group in June 2024 by agreeing a new credit facility totalling £31.2m with Santander.
The Group's key financial performance indicator is EBITDA and key non-financial performance indicator is sales volume. The Board believes that taken together with these statements no further indicators are required in this report to gain an overall understanding of the business.

Going concern

In June 2024, the directors agreed on a new credit facility totalling £31.2m with Santander. This facility, along with improved financial performance and forecasts, supports the preparation of financial statements on a going concern basis.  The directors have reviewed the companies forecasts and projects, which extend greater than twelve months from the date of the financial statements and the directors consider that the Group will meet its liabilities as they fall due for the foreseeable future.

Principal risks and uncertainties
 
The Group's principal financial instruments comprise cash at bank, hire purchase contracts and loans. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations.

The main risks arising from the Group's financial instruments are interest rate risk, market risk, liquidity risk, credit risk, and currency risk.
Page 1

 
ESTERFORM HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024


Interest risk

The Group borrows in sterling at floating rates of interest, under the terms of the facilities provided. The directors monitor the overall level of borrowings and interest costs to limit any adverse effects on the financial performance of the Group.

Market risk

The Group is exposed to adverse movements and volatility in commodity prices relating to PET. The Group seeks to benchmark its ability to manufacture cost effectively, against both UK and international suppliers, by measuring PET resin buying against a number of published indices, and also by internal evaluations against non EU supplies. The Group is also exposed to the impacts of inflation relating to other factory or production costs, including energy costs, which can fluctuate due to local or global economic conditions. The Group has taken steps to mitigate these risks more effectively by building in inflation recovery mechanisms into key customer contracts.

Liquidity risk

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of purchase contracts, cash at bank, invoice discounting and loans.
 
Credit risk

The Group's principal financial assets are cash at bank and in hand and trade debtors, which represent the most significant exposure to credit risk in relation to financial assets. Credit risk is managed by continually evaluating the creditworthiness of individual customers. In addition the Group takes out credit insurance. Trade debtors are stated net of provisions for specific doubtful debts, which are based on the circumstances of individual customers in the context of the prevailing economic climate. The credit risk on liquid funds is limited as the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

Currency risk

The Group's main raw material is based on US Dollar or Euro pricing, thereby providing an exchange risk and a competition risk when compared to non-UK suppliers. In addition, a proportion of the Group's sales are invoiced in US Dollars. The Group seeks to match US Dollar revenues and costs to reduce the exchange risk where possible.

Competition risk

A key risk to the business is the competitive environment both from indigenous UK competitors and increasingly from Continental Europe. The Group works hard with its customers to ensure they receive good value for money and the highest levels of customer service, product development (such as light-weighting) and design. This adds value to the Group's commercial proposition and enhances the Group's core skill of delivering near zero defect products to tight just-in-time schedules.

Directors' statement of compliance with duty to promote the success of the Group
 
We recognise the importance of our wider stakeholders in delivering our strategy and business sustainability and are conscientious about our responsibilities and duties to our stakeholders under section 172 of the Companies Act 2006. In considering our responsibilities in this regard, we have specifically considered the likely consequences of decisions in the long term, and the need to act fairly between members.

Our customers

Our customers are at the centre of everything that we do. We continue to focus on providing customers with quality products and services at competitive prices.
Page 2

 
ESTERFORM HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024


Our employees

We want Esterform to be a great place to work, where employees are empowered to make decisions and can develop their skills and capabilities to serve our customers' needs. Our colleagues rely on us to provide stable employment and opportunities to realise their potential in a working environment where they can be at their best.

Our communities

Our products, services and people are beneficial to the communities in which we operate. High standards of ethics and business conduct is an important part of being a responsible member of the communities in which we operate.

The environment

Our products, supply chain and operations all have an impact on the environment. We believe that, as a general matter, our policies, working practices and procedures are properly designed to prevent unreasonable risk of environmental damage, and of resulting financial liability, in connection with our business. We continually seek out opportunities to improve our environmental performance and to contribute to the well-being and sustainability of the areas in which we operate.


Our shareholders

We continue to create long-term, sustainable value for our shareholders, by investing in our competitiveness in our chosen markets.

Our suppliers

We continue to develop and strengthen the partnerships we have with our suppliers to deliver great quality products and services to our customers, at great value.


This report was approved by the board on 24 July 2025 and signed on its behalf.



S J Hartley
Director

Page 3

 
ESTERFORM HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

The directors present their report and the financial statements for the period ended 27 September 2024.

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 judgments 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.

Principal activity

The principal activity of the Group continued to be that of design, manufacture and marketing of plastic packaging. The principal activity of the company was that of a holding company.

Results and dividends

The profit for the period, after taxation and minority interests, amounted to £1.2m (2023: loss £4.5m).

Ordinary dividends were paid amounting to £nil (2023: £nil). The directors do not recommend payment of a further dividend.

Directors

The directors who served during the period were:

S A Tyne 
M J Tyne 
S J Hartley 
J E Hall (appointed 12 August 2024)
R G Neale (resigned 17 June 2024)

Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Page 4

 
ESTERFORM HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

Research and development

The Group has a continuing commitment to research and development.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsPKF Smith Cooper Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Greenhouse gas emissions, energy consumption and energy efficiency action

Compliance Overview

This SECR disclosure represents our United Kingdom carbon footprint across Scope 1, 2 and to some extent Scope 3 emissions. It also includes an appropriate intensity metric, our total electricity, gas and transport fuel energy use, and a summary of the energy efficiency actions taken in the relevant financial period.

Energy consumption
2024
2023

kWh
kWh
Aggregate of energy consumption in the period:


Electricity purchased
56,206,551
54,307,411
Gas combustion
2,739,742
2,612,506
Fuel consumed for transport
2,180,763
2,391,210
Total energy consumption
61,127,056
59,311,127

Emissions of CO2 equivalent
2024
2024
2023
2023

tCO2e
Carbon Intensity metric tCO2e/tonne of product
tCO2e
Carbon Intensity metric tCO2e/tonne of product
Electricity purchased (Scope 2)
11,638
0.16
11,246
0.16
Gas combustion (Scope 1)
538
0.01
512
0.01
Fuel consumed for transport (Scope 1 and 3)
520
0.01
571
0.01
Total gross emissions
12,696
0.18
12,329
0.18


Methodology and Estimates

This report (including the Scope 1, 2 and 3 consumption and CO2e emissions data) has been developed and calculated using the GHG Protocol - A Corporate Accounting and Reporting Standard (World Resources Institute and World Business Council for Sustainable Development, 2004); Greenhouse Gas Protocol - Scope 2 Guidance (World Resources Institute, 2015); ISO 14064-1 and ISO 14064-2 (ISO, 2018; ISO, 2019); Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance (HM Government, 2019). Government Emissions Factor Database 2022 version 1.1 has been used, utilising the published kWh gross calorific value (CV) and kgCO2e emissions factors relevant for the reporting period 30/09/2023 - 27/09/2024.

Estimations were undertaken to cover missing billing periods for properties directly invoiced to the Group. These were calculated on a kWh/day pro-rata basis at the meter level.

Page 5

 
ESTERFORM HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

Energy Efficiency Action Taken

The Group is committed to year-on-year improvements in their operational energy efficiency. A register of energy efficiency measures has been compiled, with a view to implementing these measures in the next five years.

Measures ongoing and undertaken through 2023/24:

During 2024 Esterform Packaging’s Leeds site underwent multiple upgrades to enhance energy efficiency including new, energy efficient Chiller’s to improve Esterform Packaging’s emissions reductions.
Esterform Packaging engaged in upgrading the lighting across all sites to implement LED’s, a more energy efficient form of lighting. In addition to this, lighting sensors have been implemented to reduce energy wastage, so lights are only used when they are needed.

Measures prioritised for implementation in 2024/25

Continue commitment to becoming more energy efficient by reporting on current energy consumption data and understanding some potential initiatives to further reduce consumption so Esterform Packaging stays aligned with government standards on Environmental Reporting regulations.
Further LED Lighting Installations Plans are in place to continue replacing the current light fittings with LEDs until every site only uses LED Lighting, improving energy efficiency across every site. 

Matters covered in the Group strategic report

The Group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Group's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report. It has done so in respect of future developments and financial risk management.

Stakeholder engagement

Information on how the directors have had regard to the need to foster business relationships with suppliers, customers and others and the effect of that regard has been disclosed in the section 172 statement in the Strategic Report.

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.

This report was approved by the board on 24 July 2025 and signed on its behalf.
 





S J Hartley
Director

Page 6

 
ESTERFORM HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESTERFORM HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Esterform Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 27 September 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the 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 27 September 2024 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 7

 
ESTERFORM HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESTERFORM HOLDINGS 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 ReportOur 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 8

 
ESTERFORM HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESTERFORM HOLDINGS 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.

Based on our understanding of the Group and industry, we identify the key laws and regulations affecting the Group, including:

Companies Act;
Tax legislation; and
Employment legislation.

We identified that the principal risk of fraud or non-compliance with laws and regulations related to:

Management bias in respect of accounting estimates and judgements made;
Management override of controls;
Posting of unusual journals or transactions.

We focused on those areas that could give rise to a material misstatement in the Company's financial statements.
Our procedures included, but were not limited to:

Enquiry of management and those charged with governance around actual and potential litigation and claims including instances of non-compliance with laws and regulations and fraud;
Reviewing minutes of meetings of those charged with governance, where available;
Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias, in particular depreciation of tangible fixed assets and overhead absorption rate used for stock valuation.

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


 


Page 9

 
ESTERFORM HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESTERFORM HOLDINGS LIMITED (CONTINUED)


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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.





Stephen Newman (Senior Statutory Auditor)
  
for and on behalf of
PKF Smith Cooper Audit Limited
 
Statutory Auditors
  
Cornerblock
2 Cornwall Street
Birmingham
B3 2DX

25 July 2025
Page 10

 
ESTERFORM HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

Period ended
27 September
As restated
Period ended
29 September
2024
2023
Note
£000
£000

  

Turnover
 4 
86,644
106,620

Cost of sales
  
(66,734)
(88,220)

Gross profit
  
19,910
18,400

Distribution costs
  
(8,040)
(8,552)

Administrative expenses
  
(3,754)
(3,284)

Government grants receivable
  
1
-

Operating profit before depreciation, amortisation and exceptional items
 6 
8,117
6,564

Exceptional items
 13 
-
(1,130)

Depreciation and amortisation
  
(5,748)
(6,885)

Operating profit/(loss)
  
2,369
(1,451)

Gain on investment
  
394
-

Interest receivable and similar income
 10 
1,163
-

Interest payable and similar expenses
 11 
(3,042)
(3,191)

Profit/(loss) before taxation
  
884
(4,642)

Tax on profit/(loss)
 12 
413
234

Profit/(loss) for the financial period
  
1,297
(4,408)

  

Total comprehensive income for the period
  
1,297
(4,408)

Profit/(loss) for the period attributable to:
  

Non-controlling interests
  
430
146

Owners of the parent Company
  
867
(4,554)

  
1,297
(4,408)

Total comprehensive income for the period attributable to:
  

Non-controlling interest
  
430
146

Owners of the parent Company
  
867
(4,554)

  
1,297
(4,408)

Page 11

 
ESTERFORM HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

The notes on pages 20 to 49 form part of these financial statements.

Page 12

 
ESTERFORM HOLDINGS LIMITED
REGISTERED NUMBER: 10758203

CONSOLIDATED BALANCE SHEET
AS AT 27 SEPTEMBER 2024

27 September
As restated
29 September
2024
2023
Note
£000
£000

Fixed assets
  

Intangible assets
 14 
4,234
2,351

Tangible assets
 15 
18,807
22,002

  
23,041
24,353

Current assets
  

Stocks
 17 
9,242
8,673

Debtors: amounts falling due after more than one year
 18 
-
3,248

Debtors: amounts falling due within one year
 18 
23,555
20,794

Cash at bank and in hand
  
2,719
827

  
35,516
33,542

Creditors: amounts falling due within one year
 20 
(47,684)
(47,409)

Net current liabilities
  
 
 
(12,168)
 
 
(13,867)

Total assets less current liabilities
  
10,873
10,486

Creditors: amounts falling due after more than one year
 21 
(10,555)
(11,214)

Provisions for liabilities
  

Deferred taxation
 24 
(650)
(901)

  
 
 
(650)
 
 
(901)

Net liabilities
  
(332)
(1,629)


Capital and reserves
  

Merger reserve
 26 
6,781
6,781

Profit and loss account
 26 
(5,388)
(6,255)

Equity attributable to owners of the parent Company
  
1,393
526

Non-controlling interests
  
(1,725)
(2,155)

  
(332)
(1,629)


Page 13

 
ESTERFORM HOLDINGS LIMITED
REGISTERED NUMBER: 10758203
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 27 SEPTEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 July 2025.




S J Hartley
Director

The notes on pages 20 to 49 form part of these financial statements.

Page 14

 
ESTERFORM HOLDINGS LIMITED
REGISTERED NUMBER: 10758203

COMPANY BALANCE SHEET
AS AT 27 SEPTEMBER 2024

27 September
29 September
2024
2023
Note
£000
£000

Fixed assets
  

Investments
 16 
13,649
13,649

  
13,649
13,649

Current assets
  

Debtors: amounts falling due within one year
 18 
1,436
1,436

  
1,436
1,436

Creditors: amounts falling due within one year
 20 
(5,603)
(6,487)

Net current liabilities
  
 
 
(4,167)
 
 
(5,051)

Total assets less current liabilities
  
9,482
8,598

  

Creditors: amounts falling due after more than one year
 21 
(2,713)
(2,161)

  

Net assets excluding pension asset
  
6,769
6,437

Net assets
  
6,769
6,437


Capital and reserves
  

Merger reserve
 26 
6,781
6,781

Profit and loss account brought forward
  
(344)
33

Profit/(loss) for the period
  
332
(377)

Profit and loss account carried forward
  
(12)
(344)

  
6,769
6,437


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 July 2025.


S J Hartley
Director

The notes on pages 20 to 49 form part of these financial statements.

Page 15

 
ESTERFORM HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 27 SEPTEMBER 2024


Called up share capital
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£000
£000
£000
£000
£000
£000


At 1 September 2022 - as restated
-
6,781
(10,894)
(4,113)
(20)
(4,133)


Comprehensive income for the year

Loss for the year
-
-
(4,554)
(4,554)
146
(4,408)

Disposal of shares in subsidiary to non-controlling interest
-
-
9,193
9,193
(2,281)
6,912



At 30 September 2023 - as restated
-
6,781
(6,255)
526
(2,155)
(1,629)


Comprehensive income for the period

Profit for the period
-
-
867
867
430
1,297


At 27 September 2024
-
6,781
(5,388)
1,393
(1,725)
(332)


The notes on pages 20 to 49 form part of these financial statements.

Page 16

 
ESTERFORM HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 27 SEPTEMBER 2024


Called up share capital
Merger reserve
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 September 2022
-
6,781
33
6,814



Loss for the year
-
-
(377)
(377)



At 30 September 2023
-
6,781
(344)
6,437


Comprehensive income for the year

Profit for the period
-
-
332
332


At 27 September 2024
-
6,781
(12)
6,769


The notes on pages 20 to 49 form part of these financial statements.

Page 17

 
ESTERFORM HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

Period ended
27 September
As restated
Period ended
29 September
2024
2023
£000
£000

Cash flows from operating activities

Profit/(loss) for the financial period
1,297
(4,408)

Adjustments for:

Amortisation of intangible assets
648
627

Depreciation of tangible assets
5,100
6,258

Loss/(profit) on disposal of tangible assets
50
(334)

Government grants
(1)
-

Interest payable
3,042
3,191

Interest receivable
(1,163)
-

Taxation charge
(413)
(234)

(Increase)/decrease in stocks
(314)
5,875

(Increase)/decrease in debtors
(1,365)
8,167

Increase/(decrease) in creditors
1,911
(17,115)

Foreign exchange gains on cash equivalents
-
(12)

Corporation tax paid
(101)
-

Gain on loan notes
(394)
-

Net cash generated from operating activities

8,297
2,015


Cash flows from investing activities

Purchase of tangible fixed assets
(1,238)
(39)

Sale of tangible fixed assets
413
2,153

Government grants received
1
-

Proceeds on disposal of subsidiaries
-
5,525

Cash acquired
574
-

Net cash from investing activities

(250)
7,639

Cash flows from financing activities

Proceeds of new loans
6,237
875

Repayment of loans
(6,873)
(2,473)

Repayment of debenture loans
(1,219)
(50)

Movement on invoice disounting
(309)
(4,170)

Payment of finance leases obligations
(1,487)
(858)

Interest paid
(2,106)
(2,132)

HP interest paid
(480)
(554)

Net cash used in financing activities
(6,237)
(9,362)
Page 18

 
ESTERFORM HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

Period ended
27 September
As restated
Period ended
29 September

2024
2023

£000
£000


Net increase in cash and cash equivalents
1,810
292

Cash and cash equivalents at beginning of period
827
535

Cash and cash equivalents at the end of period
2,637
827


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
2,719
827

Bank overdrafts
(82)
-

2,637
827


Page 19

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

1.


General information

Esterform Holdings Limited ("the company") is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is Esterform Holdings Limited, Boraston Lane, Tenbury Wells, Worcestershire, United Kingdom, WR15 8LE.

The Group consists of Esterform Holdings Limited and all of its subsidiaries.

The company's and the Group's principal activities and nature of its operations are disclosed in the Directors' Report.

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. The financial statements are made up to the Friday nearest to the period end for each financial period.

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 judgment 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 presentation currency of these financial statements is Sterling. All amounts in the financial statements have been rounded to the nearest £000's

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.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

All financial statements are made up to 27 September 2024 except Pet Plas Packaging Limited and Pet Plas Europe Limited, whose financial statements are made up to 31 March 2024. No significant transactions or events occured in the period between 31 March and 27 September 2024 for these entities.

Page 20

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

In June 2024, the directors agreed on a new credit facility totalling £31.2m with Santander. This facility, along with improved financial performance and forecasts, supports the preparation of financial statements on a going concern basis.  The directors have reviewed the companies forecasts and projects, which extend greater than twelve months from the date of the financial statements and the directors consider that the Group will have sufficient resources to meet its liabilities as they fall due for the foreseeable future.

 
2.4

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Intangible assets

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

 
2.6

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.

Page 21

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property (including improvements)
-
2% to 20%
Plant and machinery
-
6.67 to 50%
Motor vehicles
-
25%
Fixtures and fittings
-
10% to 33%
Leased Stacka Boxes
-
25%

Freehold land is not depreciated.

Assets under construction are carried at cost, less any identified impairment loss. Cost includes professional fees and other directly attributable costs that are necessary to bring the asset to its operating condition. No depreciation is charged until asset is available for use, then transferred to freehold buildings or plant and machinery as appropriate.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

 
2.7

Fixed asset investments

In the separate accounts of the company, interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the Consolidated Statement of Comprehensive Income.
A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

  
2.8

Impairment of fixed assets

At each reporting period end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Page 22

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

2.Accounting policies (continued)


 
2.9

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. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.

 
2.10

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments 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.

 
2.11

Financial instruments

The Group has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 trade debtors, other debtors (including accrued income), amounts owed by Group undertakings 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the Consolidated Statement of Comprehensive Income.





Page 23

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

2.Accounting policies (continued)


2.11
Financial instruments (continued)

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the Consolidated Statement of Comprehensive Income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.


Basic financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow Group companies 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Group's contractual obligations are discharged, cancelled, or they expire.

  
2.12

Equity instruments

Equity instruments issued by the Group are recorded at the fair value of 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 Group.

Page 24

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income 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.


  
2.14

Provisions

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in the Statement of comprehensive income in the period in which it arises.

 
2.15

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.
Page 25

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

2.Accounting policies (continued)


2.15
Pensions (continued)


For defined contribution schemes the amount charged to the Consolidated Statement of Comprehensive Income is the contributions payable in the period. Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments.

 
2.16

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the Consolidated Statement of Comprehensive Income so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to the Consolidated Statement of Comprehensive Income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 1 October 2016 to continue to be charged over the period to the first market rent review rather than the term of the lease.

Rental income from operating leases is recognised in the financial statements on a straight line basis over the lease term.

 
2.17

Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Page 26

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.18

Foreign currency translation

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to the Consolidated Statement of Comprehensive Income, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

 
2.19

Research and development

Research and development expenditure is written off against profits in the period in which it is incurred.

 
2.20

Interest income

Interest income is recognised in Consolidated Statement of Comprehensive Income using the effective interest method.

 
2.21

Finance costs

Finance costs are charged to Consolidated Statement of Comprehensive Income 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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

In the opinion of the directors, there are no judgements (other than those involving estimates) that have a significant impact on the financial statements.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.



Page 27

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

3.Judgments in applying accounting policies (continued)

Trade debtors

Trade debtors consist of amounts due from customers. An allowance for doubtful accounts of £929k (2023: £539k) is maintained for estimated losses resulting from the inability of the company's customers to make required payments. The allowance is based on the company's regular assessment of the creditworthiness and financial conditions of customers.

Stocks

Certain factors could affect the realisable value of the company's stocks, including customer demand and market conditions. The company considers historic usage, expected demand, anticipated sales price, effect of new product introductions, product obsolescence and other factors when evaluating the value of stock. The carrying value of stock at the period end is £9,241k (2023: £8,673k).

Goodwill

The recoverable amount of goodwill is based on value in use which requires estimates in respect of the allocation of goodwill to cash generating units, the future cash flows and an appropriate discount rate. Having taken these factors into consideration the directors consider that the carrying value of goodwill at 27 September 2024 at £4,236k (2023: £2,351k) is recoverable in full.

Page 28

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


Period ended
27 September
Period ended
29 September
2024
2023
£000
£000

Manufacture and sale of plastic bottles
86,644
106,620

86,644
106,620


Analysis of turnover by country of destination:

Period ended
27 September
Period ended
29 September
2024
2023
£000
£000

United Kingdom
77,384
93,651

Rest of Europe
7,938
10,238

Rest of the world
1,322
2,731

86,644
106,620



5.


Other operating income

Period ended
27 September
Period ended
29 September
2024
2023
£000
£000

Government grants receivable
1
-

1
-


Page 29

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

Period ended
27 September
As restated
Period ended
29 September
2024
2023
£000
£000

Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(575)
(694)

Depreciation of own tangible fixed assets
3,901
5,015

Depreciation of tangible fixed assets held under finance leases
1,199
1,243

Loss/(profit) on disposal of tangible fixed assets
50
(334)

Amortisation of intangible assets
648
627

Stocks impairment losses recognised or reversed
273
267

Operating lease charges
2,380
2,431


7.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


Period ended
27 September
Period ended
29 September
2024
2023
£000
£000

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
70
71

Fees payable to the Company's auditors in respect of:

Taxation compliance services
5
12

All other non-audit services
7
28

Page 30

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

8.


Employees

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


Group
27 September
Group
29 September
2024
2023
£000
£000


Wages and salaries
8,857
7,641

Social security costs
856
773

Cost of defined contribution scheme
215
172

9,928
8,586


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


     Period ended
     27 September
     Period ended
     29 September
        2024
        2023
            No.
            No.







Production
147
143



Distribution
41
42



Administration
60
27

248
212

The Company has no employees other than the director, who did not receive any remuneration (2023 - £NIL)
Page 31

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

9.


Directors' remuneration

Period ended
27 September
Period ended
29 September
2024
2023
£000
£000

Directors' emoluments
861
693

Group contributions to defined contribution pension schemes
25
31

886
724


During the period retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £420,000 (2023 - £310,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).


10.


Interest receivable

Period ended
27 September
Period ended
29 September
2024
2023
£000
£000


Gain on amendment of loan note repayment period
1,163
-

1,163
-

Page 32

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

11.


Interest payable and similar expenses

Period ended
27 September
Period ended
29 September
2024
2023
£000
£000


Bank interest payable
2,097
2,135

Loss on amendment of loan note repayment period
-
217

Interest payable on overdue taxation
9
-

Finance leases and hire purchase contracts
480
554

Unwinding of discount on debenture loans
456
285

3,042
3,191


12.


Taxation


Period ended
27 September
Period ended
29 September
2024
2023
£000
£000

Corporation tax


Current tax on profits for the year
82
-


82
-


Total current tax
82
-

Deferred tax


Origination and reversal of timing differences
(495)
(234)

Total deferred tax
(495)
(234)


(413)
(234)
Page 33

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
 
12.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 22.01%). The differences are explained below:

Period ended
27 September
As restated
Period ended
29 September
2024
2023
£000
£000


Profit/(loss) on ordinary activities before tax
883
(4,642)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.01%)
221
(1,022)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
284
779

Remeasurement of deferred tax for changes in tax rates
-
(28)

Fixed asset differences
19
37

Adjustments to tax charge in respect of deferred tax movement
(838)
-

Other differences leading to an increase (decrease) in the tax charge
(99)
-

Total tax charge for the period/year
(413)
(234)


Factors that may affect future tax charges

The group has estimated losses of £9.1m (2023 - £12.2m) available for carry forward against future trading profits.


13.


Exceptional items


During the year, the Group incurred legal and professional costs of £nil (2023 - £1,130k) in respect of a refinancing exercise in the year.

Page 34

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

14.


Intangible assets

Group 







Goodwill

£000



Cost


At 30 September 2023
6,269


Additions
2,533



At 27 September 2024

8,802



Amortisation


At 30 September 2023 (as restated)
3,918


Amortisation charged for the period
648



At 27 September 2024

4,566



Net book value



At 27 September 2024
4,236



At 29 September 2023
2,351

During the year it was discovered that the brought forward amortisation was materially misstated. This resulted in a retrospective adjustment to amortisation charged in previous financial years and the accumulated amortisation brought forward was restated by £722k. 



Page 35

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

15.


Tangible fixed assets

Group








Freehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Assets under construction
Total

£000
£000
£000
£000
£000
£000



Cost 


At 30 September 2023
2,702
48,426
22
436
37
51,623


Additions
-
857
-
-
381
1,238


Acquisition of subsidiary
-
1,103
23
4
-
1,130


Disposals
-
(2,283)
-
-
-
(2,283)


Transfers between classes
-
5
42
-
(47)
-



At 27 September 2024

2,702
48,108
87
440
371
51,708



Depreciation


At 30 September 2023
641
28,556
22
402
-
29,621


Charge for the period 
93
4,992
1
14
-
5,100


Disposals
-
(1,820)
-
-
-
(1,820)



At 27 September 2024

734
31,728
23
416
-
32,901



Net book value



At 27 September 2024
1,968
16,380
64
24
371
18,807



At 29 September 2023
2,061
19,870
-
34
37
22,002

Page 36

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

           15.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


27 September
29 September
2024
2023
£000
£000



Plant and machinery
2,860
4,780

2,860
4,780


16.


Fixed asset investments

Company








Investments in subsidiary companies

£000



Cost or valuation


At 30 September 2023
13,649



At 27 September 2024
13,649





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Esterform Group Limited
1
Holding company
Ordinary
100.00%
Esterform Plastics Limited
1
Dormant
Ordinary
7.7%

Page 37

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Esterform Packaging Limited
1
Design, manufacture and ordinary marketing of plastic packaging
Ordinary
50.07%
Esterform Plastics Limited
1
Dormant
Ordinary
87.30%
Pet Plas Europe Limited
1
Dormant
Ordinary
100.00%
Pet Plas Packaging Limited
1
Dormant
Ordinary
50.07%
Esterform Polska Sp.z.o.o.
2
Manufacturer of plastic packaging
Ordinary
45.00%
PrimePac Limited*
3
Manufacturer of plastic packaging
Ordinary
50.07%

Registered office addresses:

1Boraston Lane, Tenbury Wells, Worcestershire, WR15 8LE, United Kingdom
2 Abpa Antoniego Barakaniaka 88E 61-131 Poznan, Poland
3.       2 Caulside Drive, Newpark Industrial Estate, Antrim, BT41 2DU

* denotes that the financial statements of this subsidiary undertaking has not been audited for the period ended 30 September 2024 in accordance with Section 479A of the Companies Act 2006 as the Group has opted to take advantage of a statutory exemption. Strict criteria must be met for this exemption to be taken and it must be agreed to by the directors of the subsidiary company. In order to facilitate the adoption of this exemption, Esterform Holdings Limited, the ultimate parent company of the subsidiary undertakes to provide a guarantee under Section 479C of the Companies Act 2006 in respect of the subsidiary company.  


17.


Stocks

Group
27 September
Group
29 September
2024
2023
£000
£000

Raw materials and consumables
2,403
2,260

Finished goods and goods for resale
6,839
6,413

9,242
8,673


The difference between purchase price or production cost of stocks and their replacement cost is not material.

During the period an impairment loss of £286k (2023: £267k) was recognised within cost of sales.


18.


Debtors

Page 38

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
Group
27 September
Group
29 September
Company
27 September
Company
29 September
2024
2023
2024
2023
£000
£000
£000
£000

Due after more than one year

Other debtors
-
3,248
-
-

-
3,248
-
-


Group
27 September
Group
29 September
Company
27 September
Company
29 September
2024
2023
2024
2023
£000
£000
£000
£000

Due within one year

Trade debtors
21,094
18,387
-
-

Amounts owed by group undertakings
-
-
1,120
1,120

Other debtors
797
2,184
117
117

Prepayments and accrued income
1,664
223
-
-

Deferred taxation
-
-
199
199

23,555
20,794
1,436
1,436


An impairment charge of £982k (2023: £539k) was recognised against trade debtors.


19.


Cash and cash equivalents

Group
27 September
Group
29 September
2024
2023
£000
£000

Cash at bank and in hand
2,719
827

Less: bank overdrafts
(82)
-

2,637
827


Page 39

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

20.


Creditors: Amounts falling due within one year

Group
27 September
Group
29 September
Company
27 September
Company
29 September
2024
2023
2024
2023
£000
£000
£000
£000

Debenture loans
-
884
-
884

Bank overdrafts
82
-
-
-

Bank loans
934
3,853
-
-

Invoice discounting facility
14,208
14,517
-
-

Trade creditors
17,129
14,281
-
-

Amounts owed to group undertakings
-
-
5,603
5,603

Corporation tax
223
-
-
-

Other taxation and social security
1,538
2,297
-
-

Obligations under finance lease and hire purchase contracts
1,457
1,338
-
-

Other creditors
8,234
6,495
-
-

Accruals and deferred income
3,879
3,744
-
-

47,684
47,409
5,603
6,487


The invoice discounting facility is secured over the related trade debtors (note 18).

Page 40

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

21.


Creditors: Amounts falling due after more than one year

Group
27 September
Group
29 September
Company
27 September
Company
29 September
2024
2023
2024
2023
£000
£000
£000
£000

Debentures loans
-
2,161
2,713
2,161

Bank loans
5,063
2,780
-
-

Other loans
2,875
2,875
-
-

Net obligations under finance leases and hire purchase contracts
1,749
3,355
-
-

Other creditors
725
-
-
-

Accruals and deferred income
143
43
-
-

10,555
11,214
2,713
2,161


On acquisition of the Esterform Group by Esterform Holdings, loan notes of £5,000k were issued to the former shareholders. The loan notes were originally repayable in two tranches of £2,500k in June 2018 and June 2019 subject to company cash flows permitting. During the year, these loan notes were assigned to another group company from the former shareholders and therefore the balance in relation to these loan notes along with the Investment has been eliminated on consolidation.  During the current period, the directors have reassessed the anticipated repayments dates of the loans. The balance is not expected to be repaid until the future sale of the group. The future repayment has been discounted to present value using a discount rate of 11%, resulting in a net credit of £332k (2023 - net charge £502k) being recognised in the consolidated statement of comprehensive income.
Included in other creditors, is an amount of £725k relating to amounts outstanding on loan notes assigned to a group company during the year. The balance is not expected to be repaid until the future sale of the group. The future repayment has been discounted to present value using a discount rate of 11%, resulting in a net credit of £375k (2023 - £nil) being recognised in the consolidated statement of comprehensive income.


The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
Group
27 September
Group
29 September
2024
2023
£000
£000


Repayable by instalments
-
869


Page 41

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

22.


Loans


Analysis of the maturity of loans is given below:


Group
27 September
Group
29 September
Company
27 September
Company
29 September
2024
2023
2024
2023
£000
£000
£000
£000

Amounts falling due within one year

Bank loans
934
3,853
-
-

Invoice discounting facility
14,208
14,517
-
-

Debenture loans
-
884
-
884


15,142
19,254
-
884

Amounts falling due 1-2 years

Debenture loans
-
2,161
2,713
2,161


-
2,161
2,713
2,161

Amounts falling due 2-5 years

Bank loans
5,063
1,911
-
-

Loans from related parties
2,875
2,875
-
-


7,938
4,786
-
-

Amounts falling due after more than 5 years

Bank loans
-
869
-
-

-
869
-
-

23,080
27,070
2,713
3,045


Page 42

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
 
22.Loans (continued)


In June 2024, two loans from Shawbrook relating to plant and machinery and property were settled and replaced with 2 new loans from Santander. The balance on the Plant and Machinery loan on settlement was £1,083k (2023: £2,058k) and the balance on the Property Loan on settlement was £1,194k (2023: £1,244k).
The new loan relating to Plant and Machinery amounted to £3,888k and is repayable on a monthly basis attracts interest at a margin of 3.5% with final repayment due in June 2029. The balance on 27 September 2024 was £3,694k (2023: £nil).

The new loan relating to Property amounted to £2,349k and is repayable on a quarterly basis attracts interest at a margin of 2.95% with final repayment due in June 2027. However there is an option to refinance at this date. The balance on 27 September 2024 was £2,309k (2023: £nil).
These bank loans were part of a credit backed offer with Santander secured by the Directors in 2024 with an overall facility limit of £28,888k and are secured by a fixed and floating charge over all property of the group.
The above loans are net of debt issue costs of £5k (2023 - £14k).
On 25 April 2023, the group converted a trading balance with Biffa Waste Services Limited into a loan arrangement. The loan value was for £2.0m which accrues interest at 5% per annum, the loan and interest are repayable in full on 31 December 2025. There is an option to extend this repayment date
On 25 April 2023, the group entered into a further loan arrangement with Biffa Waste Services Limited with an advance of £875k received. Interest accrues on this loan at 5% per annum commencing on 30 April 2026. The loan and interest are repayable in full at the later of the date of completion of any exit or 30 April 2027. There is an option to extend this repayment date.
The loans from Biffa Waste Services Limited are secured by fixed and floating charges over the group's assets.


23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
27 September
Group
29 September
2024
2023
£000
£000

Within one year
1,457
1,338

Between 1-5 years
1,749
3,355

3,206
4,693

Finance lease payments represent rentals payable by the Group for certain items of plant and machinery. Obligations under finance leases and hire purchase contacts are secured on the assets concerned. The average lease term is 5 years (2023: 2 years). All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Page 43

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

24.


Deferred taxation


Group



2024


£000






At beginning of year
(901)


Credited to consolidated statement of comprehensive income
495


Arising on business combinations
(244)



At end of year
(650)

Company


2024


£000






At beginning of year
199



At end of year
199

Group
27 September
Group
29 September
Company
27 September
Company
29 September
2024
2023
2024
2023
£000
£000
£000
£000

Accelerated capital allowances
(1,380)
(719)
-
-

Tax losses
2,481
1,550
199
199

On rolled over gains
(1,754)
(1,754)
-
-

Short term timing differences
3
22
-
-

(650)
(901)
199
199


25.


Share capital

27 September
29 September
2024
2023
£000
£000
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
-
-


Page 44

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

26.


Reserves

Merger Reserve

The merger reserve represents the premium on shares issued to previous shareholders as part of the acquisition of the Esterform Group. This is treated as a share for share exchange for merger relief purposes.

Profit and loss account

The profit and loss account includes all current and prior year retained profits and losses.

27.


Analysis of net debt






At 30 September 2023
Cash flows
Acquisition and disposal of subsidiaries
Other non-cash changes
At 27 September 2024
£000

£000

£000

£000

£000

Cash at bank and in hand

827

1,318

574

-

2,719

Bank overdrafts

-

(82)

-

-

(82)

Debt due after 1 year

(7,816)

(1,948)

-

1,826

(7,938)

Debt due within 1 year

(19,254)

4,112

-

-

(15,142)

Finance leases

(4,693)

1,487

-

-

(3,206)


(30,936)
4,887
574
1,826
(23,649)

Page 45

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

28.
 

Business combinations

On 16 August 2024, the group acquired 100% of the issued share capital of PrimePac Limited for £3,469k from a related party that has common shareholders and directors. The consideration was paid by full and final settlement of an amount owing to the group from the related party at the date of the transaction.

Acquisition of PrimePac Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£000
£000
£000

Fixed Assets

Tangible
1,130
-
1,130

1,130
-
1,130

Current Assets

Stocks
254
-
254

Debtors
1,516
-
1,516

Cash at bank and in hand
574
-
574

Total Assets
3,474
-
3,474

Creditors

Due within one year
(2,294)
-
(2,294)

Provisions for liabilities
(244)
-
(244)

Total Identifiable net assets
936
-
936


Goodwill
2,533

Total purchase consideration
3,469

Consideration

£000


Settlement of related party debtor
3,469

Total purchase consideration
3,469

Cash inflow on acquisition

£000

Cash and cash equivalents acquired
574

Net cash inflow on acquisition
574

Page 46

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

28.Business combinations (continued)

The directors have assessed the useful economic life of the goodwill which has arisen on acquisition and consider that this will provide economic benefits to the Group for a period of 10 years.

The results of PrimePac Limited since acquisition are as follows:

Current period since acquisition
£000

Turnover
873

Profit for the period since acquisition
170


29.


Prior year adjustment

During the year, it was discovered that the brought forward amortisation was materially misstated. This resulted in a retrospective adjustment to amortisation charged in previous financial years and the accumulated amortisation brought forward was restated by £722k. 
The effect of this prior year adjustment is to restate the amortisation expense for the period ended 29 September 2023 by £119k from £508k to £627k and loss for the period by £119k from £4,289k to £4,408k. The earliest financial period which is presented that is affected by this prior year adjustment is the year ended 30 September 2018 and this has impacted on profit and loss reserves brought forward as at 1 October 2018 and accumulated amortisation brought forward as at the same date. The effect of this prior year adjustment is to restate accumulated amortisation brought forward by £722k from £3,196k to £3,918k and profit and loss reserves brought forward by £722k from £5,533k to £6,255k.


30.


Capital commitments




At 27 September 2024 the Group had capital commitments as follows:


Group
27 September
Group
29 September
2024
2023
£000
£000

Acquisition of tangible fixed assets
770
251


31.


Pension commitments

The contributions payable by the Company charged to the Statement of Comprehensive Income amounted to £215k (2023: £172K). Contributions totalling £49k (2023: £37K) were payable to the fund at year end.

Page 47

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

32.


Commitments under operating leases

At 27 September 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
27 September
Group
29 September
2024
2023
£000
£000

Not later than 1 year
2,257
2,360

Later than 1 year and not later than 5 years
8,078
8,019

Later than 5 years
2,389
4,120

12,724
14,499


33.


Related party transactions

During the period the Group entered into transactions with Esterpet Limited, a company with common shareholders at 27 September 2024.The value of materials purchased from Esterpet during the year amounted to £17,519k (2023: £15,302k), and services provided £1,132k (2023: £3,211k).  
At 27 September 2024, the Group owed Esterpet Limited £4,628k (2023: £3,049k).
Esterform Polska Sp. z.o.o. is a subsidiary of the Esterform Holdings Limited group by virtue of a 90% shareholding in the entity.
At 27 September 2024, the Group was owed £2,612k (2023: £1,653k) by Esterform Polska Sp. z.o.o.
During 2023 the Group was party to a loan arrangement with HIM and ME Limited that has common shareholders and directors with Esterform Packaging Limited. At 27 September 2024 the balance due to the Group amounted to £nil (2023: £3,195k). See note 16 for further information. The amount from HIM and ME Limited as at 2023 year end was recognised within other debtors due after more than one year.
During the period, the group entered into transactions wuth PrimePac Limited, a company that had common shareholders. Prior to the acquisition of PrimePac Limited in August 2024, the group invoiced sales totalling £176k (2023: £267k). Loans were also made to and from both companies, and these loans were interest free and unsecured. At September 2023, the group was owed £51k in relation to the sales and £284k in relation to the loans.
At the 27 September 2024 an amount of £409k was due from a director of the Group (2023: £324k). No interest accrued on the balance, and it was unsecured.
During the period the Group entered into transactions with Biffa Waste Services Limited, a company which acquired a 49.93% shareholding in Esterform Packaging on 25 April 2023.
During the period, Biffa Waste Services Limited have issued invoices to the Group of £777k (2023: £651k), of which £977k (2023: £451k) have been paid. At 27 September 2024, the Group owed Biffa Waste Services Limited £nil (2023: £200k).




 
Page 48

 
ESTERFORM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024

33.Related party transactions (continued)


34.


Forward contracts

At the balance sheet date, the group has entered into agreements to purchase US dollars and euros at the higher of the spot exchange rates and the forward contract exchange rates at set expiration dates. The maximum amount of US dollars and euros to be purchased under these agreements is $1,350k and 8.8m euros respectively. 


35.


Controlling party

The ultimate controlling parties are Mr and Mrs M J Tyne, by virtue of their majority shareholding in Esterform Holdings Limited.

Page 49