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Registered number:
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SIMPLY CARTONS GROUP LIMITED
Company Information
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SIMPLY CARTONS GROUP LIMITED
Contents
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SIMPLY CARTONS GROUP LIMITED
Strategic report
for the year ended 31 December 2024
We aim to present a balanced and comprehensive review of the performance and development of the business during and at the end of the period, consistent with its size and complexity; and in the context of risks and uncertainties we face.
The Company is an intermediate holding company.
The Company continues as an intermediate holding company. A more detailed review can be found in Simply Cartons Limited and SCGH Limited financial statements.
The Company seeks to manage risk through a combination of Board oversight and operational processes.
Since the year-end, the Directors have commenced actively pursuing strike off of the entity as part of a wider group restructure. As a result, the entity will cease to exist within twelve months of signing of the financial statements and therefore these financial statements have been prepared on a basis other than that of the going concern basis.
We consider that the key performance indicators are those that communicate the financial performance and strength of the company as a whole, being revenue and profit before tax.
The revenue and profit for the period is £Nil (2023 - £Nil).
This report was approved by the board and signed on its behalf.
Page 1
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SIMPLY CARTONS GROUP LIMITED
Directors' report
for the year ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £Nil (2023 - £Nil).
Dividends declared during the period amounted to £Nil (2023 - £Nil).
The directors who served during the year were:
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SIMPLY CARTONS GROUP LIMITED
Directors' report (continued)
for the year ended 31 December 2024
Since the year-end, the Directors have commenced actively pursuing strike off of the entity as part of a wider group restructure. As a result, the entity will cease to exist within twelve months of signing of the financial statements and therefore these financial statements have been prepared on a basis other than that of the going concern basis.
The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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SIMPLY CARTONS GROUP LIMITED
Independent auditors' report to the members of Simply Cartons Group Limited
We have audited the financial statements of Simply Cartons Group Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We draw attention to note 2.3 in the financial statements, which indicates that the company will cease to exist within 12 months of the signing date of these financial statements and therefore the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern. Our audit opinion is not modified in respect of this matter.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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SIMPLY CARTONS GROUP LIMITED
Independent auditors' report to the members of Simply Cartons Group Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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SIMPLY CARTONS GROUP LIMITED
Independent auditors' report to the members of Simply Cartons Group Limited (continued)
Based on our understanding of the company and industry, we identify the key laws and regulations affecting the company. 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 control; • Posting of unusual journals or transactions; We focussed 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 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; • 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. 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.
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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
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SIMPLY CARTONS GROUP LIMITED
Independent auditors' report to the members of Simply Cartons Group Limited (continued)
for and on behalf of
Statutory Auditors
2 Lace Market Square
NG1 1PB
Page 7
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SIMPLY CARTONS GROUP LIMITED
Statement of comprehensive income
for the year ended 31 December 2024
Page 8
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SIMPLY CARTONS GROUP LIMITED
Registered number: 09675177
Balance sheet
as at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 15 form part of these financial statements.
Page 9
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SIMPLY CARTONS GROUP LIMITED
Statement of changes in equity
for the year ended 31 December 2024
Page 10
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SIMPLY CARTONS GROUP LIMITED
Notes to the financial statements
for the year ended 31 December 2024
Simply Cartons Group Limited is a private company, limited by shares and incorporated in England within the United Kingdom. The address of the registered office is given in the company information of these financial statements. The Company's registration number is 09675177. The nature of the Company's operations and principal activities are that of an intermediate holding company.
2.Accounting policies
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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company is itself a subsidiary company and is exempt from the requirement to prepare group financial statements by virtue of section 400 of The Companies Act 2006. The financial statements therefore present information about the Company as an individual undertaking and not about its group.
The financial statements are prepared in Sterling which is the functional currency of the Company and have been rounded to the nearest £'000. The financial statements cover the year from 1 January 2024 to 31 December 2024. The comparative figures cover the period from 1 September 2022 to 31 December 2023. As a result, the comparatives are not entirely comparable.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of SCGH Limited as at 31 December 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
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SIMPLY CARTONS GROUP LIMITED
Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
The Directors are actively pursuing strike off of the entity as part of a wider group restructure. As a result, the entity will cease to exist within twelve months of signing of the financial statements and therefore these financial statements have been prepared on a basis other than that of the going concern basis.
This basis includes, where applicable, writing the Company's assets down to net realisable value. Provisions have also been made in respect of contracts which have become onerous at the reporting date. No provision has been made for the future costs of terminating the business such as costs of winding down the business (e.g. liquidation fees) unless such costs were committed at the reporting date.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has no employees other than the directors, who did not receive any remuneration (2023 - £Nil).
Page 12
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SIMPLY CARTONS GROUP LIMITED
Notes to the financial statements
for the year ended 31 December 2024
Page 13
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SIMPLY CARTONS GROUP LIMITED
Notes to the financial statements
for the year ended 31 December 2024
Page 14
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SIMPLY CARTONS GROUP LIMITED
Notes to the financial statements
for the year ended 31 December 2024
Share premium account
Profit and loss account
The Company's ultimate parent undertaking is Lagora NG SA.RL, a Company incorporated in Luxemborg. The ultimate controlling party is Lagora NG SA.RL due to there majority shareholding in SCGH Limited.
The largest group in which the results of the Company are consolidated is SCGH Limited. Copies of the consolidated financial statements of SCGH Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
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