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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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A PEARSON HOLDINGS LIMITED
COMPANY INFORMATION
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A PEARSON HOLDINGS LIMITED
CONTENTS
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A PEARSON HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the strategic report for the year ended 31 December 2024.
The results for the year and the financial position at the year-end are shown in the annexed financial statements.
The company’s main trade is the production, distribution and selling of tomatoes and other fresh produce. The directors consider that the key performance indicators are those that communicate the financial performance and strength of the company as a whole, being turnover, gross profit & shareholder funds. The directors also consider that the wellbeing and development of the company’s employees, together with the development of mutually beneficial partnerships with customers and suppliers to be key to the success of the business. In December 2022 P3P Partners LLP, our main energy supplier, who have energy centres on our growing sites and supply heat and Co2 to our greenhouses, acquired the majority of the share capital of the group. Since the acquisition they continue to invest substantial funds into the APS, in order to support the group’s performance turnaround and seasonal cashflow needs. P3P have committed to continue to support the group over the following 12 months and beyond. Since the acquisition, P3P have strengthened the senior management team, through the appointment of key individuals with appropriate industry experience into senior management positions. In March 2024, P3P provided a further £15m subscription for equity in A Pearson Holdings Limited, substantially improving the overall balance sheet position of A Pearson Holdings Limited and its subsidiaries. The directors are confident that the measures taken as described above, which secures the group’s future for the foreseeable future, together with working closely with our customers, suppliers and key stakeholders to build and grow the business, will ensure that the group will continue to prosper into the future. The results for the year and the financial position at the year end, were considered to be satisfactory by the directors, who anticipate improved profitable trading, as the improvement initiatives to build and grow the business continue to take effect. There has been further substantial improvement in performance during 2025 to date, at the time of filing these accounts. The sector that the company operates in continues to be extremely competitive, with margins under continued pressure. Market spending and changing economic patterns, can easily affect the industry, along with dependency on the weather and the general climate. With these risks and uncertainties in mind, the directors are aware that any plans for the future development of the company may be subject to unforeseen events outside of their control.
The Board acknowledges the risks from competitors, the reliance on key suppliers and customers and the funding requirement to maintain its operational efficiency. The Board seeks to minimise these risks wherever possible and they are regularly reviewed through management reporting and planning processes.
At the time of approving the financial statements, the full impact of the UK and global economy is uncertain and the effect, both immediate and long term, that this may have on the company, its customers and suppliers, is unknown.
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A PEARSON HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors expect the general level of activity to remain challenging in 2025, following the impact of the global economic crisis and to recover steadily in the future, in line with the company's plans for growth.
The Directors do not believe there are any further relevant financial and non-financial key performance indicators requiring disclosure, other than those disclosed above.
The revised UK Corporate Governance Code (‘2018 Code’) was published in July 2018 and applies to accounting periods beginning on or after January 1, 2019. The Companies (Miscellaneous Reporting) Regulations 2018 (‘2018 MRR’) require Directors to explain how they considered the interests of key stakeholders when performing their duty to promote the success of the Company under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the company. This S172 statement explains how the Company Directors perform their duties whilst taking into consideration the following:
(a) the likely consequences of any decision in the long term, (b) the interests of the company's employees, (c) the need to foster the company's business relationships with suppliers, customers and others, (d) the impact of the company's operations on the community and the environment, (e) the desirability of the company maintaining a reputation for high standards of business conduct, and (f) the need to act fairly as between members of the company. The board directors of the Company (“the Board”) is collectively responsible for managing the affairs of the Company to achieve its long-term prosperity by making important decisions, monitoring the underlying performance of the Company, as well as being a means for establishing ethical standards. Understanding the interests of key stakeholders is an important part of the Company’s strategy and helps inform the directors’ decision making process throughout the year. Business Decisions Board meetings are held as required where the directors will consider the Company’s principal activities and make decisions. Meetings are scheduled to provide adequate time for consideration and discussion by the directors of the interests of stakeholders, and for the directors to seek further information from management, as required. As a part of those meetings, the directors receive information in a range of different formats to assist them in discharging their responsibilities under Section 172 when making relevant decisions. This information may include reports and presentations on financial and operational performance, business updates, budget planning and forecasts, HR matters, as well as specific areas of engagement, such as employee opinion surveys. When making decisions, the Board seeks to understand the impact on each of its stakeholders, including the likely consequences of a decision in the long term, whilst acknowledging that a decision will not necessarily be favourable for all stakeholders, as there may be competing interests between them. Business Relationships The Company follows a range of group-wide policies that protect employees and provide a safe working environment, to ensure compliance with all regulatory requirements and adherence to the highest professional and ethical standards in dealing with customers, suppliers and colleagues, as well as ensuring that it continues to be cognisant of its social and environmental responsibilities. In doing so, and by balancing the interests of the Company’s stakeholders when making decisions, the Board seeks to maintain a reputation for high standards of business conduct. Corporate Social Responsibility
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A PEARSON HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This is important to the Company and it undertakes many initiatives in the area. The Board recognises the relevance of leading the company in such a way that it contributes to wider society. Customers & Partners The needs and interests of our customers and partners are at the heart of our business and critical to our long-term success. As such, central to all decision-making is understanding how our actions can help them and their businesses thrive. Our key stakeholder priorities are listed below.
∙A customer-led proposition
∙A focus on treating customers fairly
∙Strong personal relationships and specialist expertise
∙Consistent and supportive customer service whatever the market conditions
∙A responsive service with solutions that are flexible and executed with speed
How and when we engage with our customers and partners is very important to the Company. We ensure that we consistently deliver a high-quality service to our customers and partners through expert teams which are core to our business model. We ensure this is built around the needs of our customers and partners and is aligned to our customer principles by seeking feedback from customers.
Employees The Board recognises the importance of the contribution made by our employees, who deliver the highest levels of service for our customers and partners. Engagement with employees helps to attract, build and retain a high calibre talent pool and ensure that our employees remain enthusiastic about their work and their organisation. Regularly listening to employees’ feedback ensures they feel valued with their views recognised and acted upon. Our key stakeholder priorities are listed below.
∙A safe working environment
∙A fair, supportive, diverse and inclusive culture where employee feedback is valued
∙A commitment to invest in training and development
∙Ensuring appropriate rewards for their contributions
Engagement with our colleagues takes place daily through line managers at all levels in the company. Regular employee opinion surveys are undertaken and closely monitored and management frequently hold employment engagement activities to provide updates on business performance and gather real time feedback, which is listened to and acted upon. Training and mentoring programmes are in place where needed to support the development of all employees.
Culture and Values The Company’s culture is characterised by clear responsibility, mutual respect and trust. Lawful conduct and fair competition are integral to its business activities and an important condition for maintaining a reputation for high standards of business conduct securing long term success. Suppliers Our business is supported by a large number of suppliers and advisors, enabling us to provide high standards of produce and service to our customers and partners. Engagement with our suppliers enables the business to develop and maintain long-term and sustainable relationships. This engagement also helps enable our suppliers to better understand and align to our key policies and procedures and operate responsibly. Our key stakeholder priorities are listed below.
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A PEARSON HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
∙Appropriate and clear payment procedures
∙Strong and sustainable relationships with the Company
∙Fair and equitable conduct of business
Environment & Community
The Company prides itself in taking the best traditional and modern growing techniques to grow high quality, delicious tomatoes in the most environmentally friendly and sustainable way possible. APS is a genuinely innovative and forward thinking business. Sustainability runs through all aspects of our business, from energy saving, recycling and resource-sharing policies in our offices, employee orientation and social commitment. Listed below are the innovations currently used by the Group to help improve its carbon footprint whilst carrying out its business activities. Waste management The Company has worked with industry experts and specialist universities to develop a unique, innovative anaerobic digestion (AD) plant that converts tomato crop’s leaf waste into valuable by-products that are used in its tomato growing operation. These include bio-plastics and leaf fibre cellulose, which is used in the manufacture of packaging film and punnets to pack our tomatoes for sale. This is an elegant and innovative solution to a waste management problem. Energy Efficiency Energy efficiency is central to any successful glasshouse business. On our growing sites we use Combined Heat and Power Plant (CHP) engines. These use natural gas to produce electricity, which is fed into the local electricity grid (powering over 200,000 homes). The waste heat is then used to warm the tomato plants in our glasshouses and the waste carbon dioxide produced is used to help nourish them. Thermal storage tanks work in tandem with the CHP systems which operate in the day when demand for carbon dioxide is at its highest, electricity is required by the National Grid, and the crop doesn’t require heat. When the sun goes down, the hot water stored in our thermal storage tanks is pumped back into the glasshouses, to keep the crop warm without the need to utilise a boiler. Our glasshouses are fitted with thermal screens which are automatically closed each day, just as the sun is setting. These automatic curtains close above and around the crop, capturing the final solar energy before nightfall. This maintains the required temperature for the tomato plants through the night whilst using less energy. At our Alderley Edge nursery the surplus heat from cooling the tomatoes, is used to warm the irrigation water saving 40% of electricity usually used to cool the fruit and heat the irrigation water. Additionally, this innovation improves fruit quality and crop production at the site simultaneously. LED Supplementary Lighting Light Emitting Diodes use very little electricity, and we only utilise the wavelengths of light that the plants require, ensuring maximum energy efficiency, allowing us to grow all year round with no compromise in flavour. Irrigation APS recognises that water is one of our most precious and essential natural resources. Therefore, we ensure that our processes make the most of every single drop. Most of our tomato crops are grown hydroponically – a highly efficient way of growing when considering resource management. Hydroponic crops are grown in substrates and drip fed through a computer controlled irrigation system, delivering precisely what the plant requires.
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A PEARSON HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board and signed on its behalf.
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A PEARSON HOLDINGS 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 Group strategic report, the Directors' report and the consolidated 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 Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 2006. They 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.
The loss for the year, after taxation, amounted to £4,354,957 (2023 - loss £5,908,064).
The directors do not recommend the payment of a dividend (2023: £Nil).
The directors who served during the year were:
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A PEARSON HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance. There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
The business fosters its relationship with customers by constant communication to ensure sufficient produce is available to satisfy their expected requirements over the short, medium and long-term and that the quality of the produce is to the required standard.
For suppliers the business is again in constant communication with all key suppliers to foster its relationship to ensure they can supply the expected produce on time and to the required quality, in addition supplier payments are made promptly and constant dialogue is maintained to ensure the suppliers have sufficient credit insurance.
The group is committed to transparent and responsible environmental stewardship. In alignment with the UK’s Streamlined Energy and Carbon Reporting (SECR) framework, this statement outlines our energy consumption, greenhouse gas emissions, and energy efficiency initiatives undertaken during the reporting period.
Scope 1 and 2 energy usage is derived from boundary and internal meter readings. Carbon emissions are calculated using published UK Government Conversion Factors.
This SECR disclosure includes energy and carbon data for A Pearson Holdings Limited and its UK subsidiaries, including APS Produce Limited who have taken the exemption from disclosing this data in their individual financial statements under s415 (2) of the Companies Act 2006, for the financial year ending 31 December 2024.
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A PEARSON HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no significant events affecting the Group since the year end.
The auditors, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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A PEARSON HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board and signed on its behalf.
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A PEARSON HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A PEARSON HOLDINGS LIMITED
We have audited the financial statements of A Pearson Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 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 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 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.
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.
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A PEARSON HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A PEARSON HOLDINGS LIMITED (CONTINUED)
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.
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 year 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.
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.
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A PEARSON HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A PEARSON HOLDINGS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Enquiry of entity staff in compliance functions to identify any instances of non-compliance with 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; and
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
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.
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A PEARSON HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A PEARSON HOLDINGS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
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A PEARSON HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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A PEARSON HOLDINGS LIMITED
REGISTERED NUMBER: 06532691
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 46 form part of these financial statements.
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A PEARSON HOLDINGS LIMITED
REGISTERED NUMBER: 06532691
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 46 form part of these financial statements.
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