ACCOUNTS - Final Accounts preparation


Caseware UK (AP4) 2022.0.179 2022.0.179 2023-04-302023-04-30Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. For the year ended 30 April 2022 and onwards, DS Smith Group entities will no longer receive payment for current year tax losses surrendered or make payment for group relief claimed at the rate of tax prevailing in the year. However, where an entity has negative reserves and losses which will be surrendered to other members of the DS Smith Group, the claimant company will need to make payment for those tax losses at the rate of tax prevailing in the year.2022-05-01false00true 00133121 2022-05-01 2023-04-30 00133121 2021-05-01 2022-04-30 00133121 2023-04-30 00133121 2022-04-30 00133121 2021-05-01 00133121 1 2022-05-01 2023-04-30 00133121 d:CompanySecretary1 2022-05-01 2023-04-30 00133121 d:Director1 2022-05-01 2023-04-30 00133121 d:Director2 2022-05-01 2023-04-30 00133121 d:RegisteredOffice 2022-05-01 2023-04-30 00133121 d:Agent1 2022-05-01 2023-04-30 00133121 c:CurrentFinancialInstruments 2023-04-30 00133121 c:CurrentFinancialInstruments 2022-04-30 00133121 c:Non-currentFinancialInstruments 2023-04-30 00133121 c:Non-currentFinancialInstruments 2022-04-30 00133121 c:ShareCapital 2022-05-01 2023-04-30 00133121 c:ShareCapital 2023-04-30 00133121 c:ShareCapital 2021-05-01 2022-04-30 00133121 c:ShareCapital 2022-04-30 00133121 c:ShareCapital 2021-05-01 00133121 c:SharePremium 2022-05-01 2023-04-30 00133121 c:SharePremium 2023-04-30 00133121 c:SharePremium 2021-05-01 2022-04-30 00133121 c:SharePremium 2022-04-30 00133121 c:SharePremium 2021-05-01 00133121 c:RetainedEarningsAccumulatedLosses 2022-05-01 2023-04-30 00133121 c:RetainedEarningsAccumulatedLosses 2023-04-30 00133121 c:RetainedEarningsAccumulatedLosses 2021-05-01 2022-04-30 00133121 c:RetainedEarningsAccumulatedLosses 2022-04-30 00133121 c:RetainedEarningsAccumulatedLosses 2021-05-01 00133121 d:OrdinaryShareClass1 2022-05-01 2023-04-30 00133121 d:OrdinaryShareClass1 2023-04-30 00133121 d:OrdinaryShareClass1 2022-04-30 00133121 d:FRS101 2022-05-01 2023-04-30 00133121 d:Audited 2022-05-01 2023-04-30 00133121 d:FullAccounts 2022-05-01 2023-04-30 00133121 d:PublicLimitedCompanyPLCNotQuotedOnAnyExchange 2022-05-01 2023-04-30 00133121 2 2022-05-01 2023-04-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 00133121









W.ROWLANDSON & COMPANY LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2023

 
W.ROWLANDSON & COMPANY LIMITED
 
 
COMPANY INFORMATION


Directors
W B Hicks 
Z W Stone 




Company secretary
Z W Stone



Registered number
00133121



Registered office
Level 3 1 Paddington Square

London

W2 1DL




Independent auditor
Ernst & Young LLP

1 More London Place

London

SE1 2AF




Bankers
National Westminster Bank PLC
1 Princes Street

London

EC2R 8AQ





 
W.ROWLANDSON & COMPANY LIMITED
 

CONTENTS



Page(s)
Directors' Report
1 - 3
Directors' Responsibilities Statement
4
Independent Auditor's Report
5 - 7
Statement of Comprehensive Income
8
Statement of Financial Position
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 17


 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2023

The Directors present their annual report and the financial statements for the year ended 30 April 2023.

The Directors have taken advantage of the small companies’ exemption in s414B of the Companies Act 2006 from preparing a Strategic report.

Business review and principal activities

The principal activity of the Company is to act as a financing company for the DS Smith Group (‘the Group’). There has been no significant change in the Company’s principal activity in the year under review. The Directors are not aware, at the date of this report, of any likely significant changes in the Company’s activities in the forthcoming financial year. 
The results for the financial year show a profit before taxation of £1,337,000 (2022: loss before taxation of £168,000). No dividends were paid during the year (2022: £nil). The movement in profit before taxation is primarily due to the fluctuation of interest rates applied to amounts owed by group undertakings.
The Company is a wholly owned subsidiary of DS Smith Plc and operates as part of the Group . On this basis the Company's Directors believe that there are no further performance indicators for the Company which might be necessary for an understanding of the development, performance or position of the business. No non-financial KPIs are applicable as the Company is a financing company within the Group which does not have any employees, customers or suppliers. 

Directors

The Directors who held office during the year and to the date of signing the financial statements were:

W B Hicks 
Z W Stone 

Directors' and Officers' indemnity

During the year and up to the date of approval of these financial statements, the ultimate parent company maintained qualifying third-party indemnity arrangements for the Directors and other Officers of the Company.

Political contributions

No political contributions were made during the year (2022: £nil).

Page 1

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Financial risk management objectives and policies

Where applicable, the Company follows the Group policy. The Company’s financial risk management is centralised to capitalise on economies of scale and synergy effects and to minimise operational risks.
Interest rate risk
The Company has interest-bearing liabilities held with DS Smith Plc and arise from the operation of the Group’s cash pooling arrangements in the UK. The DS Smith Group treasury function is responsible for identifying and managing interest rate exposure.
Credit risk
The Company’s credit risk is primarily attributable to its receivables held on the statement of financial position, all of which are inter-group. Recoverability of these receivables is reviewed regularly against the statement of financial position of the counterparty. If required, credit risk is further mitigated through a letter of support from the ultimate parent undertaking.
Liquidity risk
The Company actively manages its liquidity risk by short-term debt finance with Group treasury, supported by external borrowings where appropriate, that is designed to ensure the Company has sufficient available funds for operations.

Principal risks and uncertainties

There continues to be global uncertainty within the macroeconomic environment as a result of the war in Ukraine, rising inflation and interest rates and the cost of living crisis. Raw material and other input costs also remain high although energy prices have started to decline. However, these are mitigated by effective supplier arrangements, long-term hedging arrangements and rising packaging prices. The Group has demonstrated resilience in the post-pandemic environment and customer demand remains strong, especially in the FMCG sector. The Group continues to carefully manage our cost base and is confident for the year ahead that sufficient methods are in place to mitigate these increased costs.

Future developments

The principal activity of the Company is to act as a financing company for the DS Smith Group. The Directors expect that this will remain the case in the future and that the general level of activity for the Company will remain consistent with 2023.

Page 2

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Going concern

The financial statements have been prepared using the going concern basis of accounting. In making their assessment on the appropriateness of using the going concern basis, the Directors have considered any material uncertainties relating to events or conditions that may cast significant doubt upon the continuing use of the going concern basis of accounting in future periods. The Directors have considered a period of at least 12 months from the date the financial statements are authorised for issue. 
  
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out above.  The financial position of the Company is as shown in the statement of financial position on page 9. At 30 April 2023 the Company reported net current liabilities of £2,738,000 (2022: £2,738,000) and net assets of £35,893,000 (2022: £34,556,000).

The financial Statements have been prepared using the going concern basis of accounting. The Company has been issued a support letter from its ultimate parent company, DS Smith Plc, confirming ongoing financial support in meeting liabilities as they fall due for a period of at least 12 months from the day of approval of accounts. DS Smith Plc has undertaken its own assessment of going concern, which it has confirmed and this is disclosed on page 12 of the DS Smith Plc Half Year Report for the period ended 31 October 2023. The Directors are satisfied that no events took place after the release of the DS Smith Plc Half Year Results that give rise to any uncertainties relating to going concern, and accordingly the directors considered it is appropriate to rely upon this support in making their going concern assessment for these financial statements. The Directors are satisfied that the Company has adequate resources to meet its operational needs for a period of at least 12 months from the day of approval of accounts and accordingly they continue to adopt the going concern basis in preparing the financial statements.

Disclosure of information to auditor

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's auditor is 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's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Post balance sheet events

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

Auditor

Ernst & Young LLP (EY) were appointed as external auditor to the Company in 2023 and will be proposed for reappointment in accordance with Section 285 of the Companies Act 2006.  

This report was approved by the board on 20 December 2023 and signed on its behalf.
 





W B Hicks
Director

Page 3

 
W.ROWLANDSON & COMPANY LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2023

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 “Reduced Disclosure Framework”. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent; and
• 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 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.

Page 4

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF W.ROWLANDSON & COMPANY LIMITED
 

Opinion

We have audited the financial statements of W. Rowlandson & Company Limited for the year ended 30th April 2023 which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes 1 to 14, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 101 “Reduced Disclosure Framework 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 company’s affairs as at 30 April 2023 and of its profit for the year 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 company’s ability to continue as a going concern for a period 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.  However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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 this 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
Page 5

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF W.ROWLANDSON & COMPANY LIMITED
 

Other information (continued) 

misstatement of the other information, we are required to report that fact.
 
We have nothing to report in this regard.

Opinions 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 directors’ report for the financial year for which the financial statements are    prepared is consistent with the financial statements; and 
the directors’ report has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in 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 or returns adequate for our audit have not been received  from branches not visited by us; or
the 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; or
• the directors were not entitled to prepare the financial statements in accordance with the small companies’  regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from  the requirement to prepare a strategic report.

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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 auditor’s 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.
  


 
Page 6

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF W.ROWLANDSON & COMPANY LIMITED
 

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.  The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company   and determined that the most significant are United Kingdom Accounting Standards including FRS 101    “Reduced Disclosure Framework applicable in the UK and Republic of Ireland’’ (United Kingdom Generally  Accepted Accounting Practice), the Companies Act 2006 and the relevant UK tax compliance regulations. 
We understood how W. Rowlandson & Company Limited  is complying with those frameworks by making   enquiries of management and those responsible for legal and compliance procedures. We corroborated    our enquiries through our review of board minutes as well as consideration of the results of our audit    procedures.
We assessed the susceptibility of the company’s financial statements to material misstatement, including   how fraud might occur by considering the programmes and controls that the company has established to   address risk identified, or that otherwise prevent, deter and detect fraud; and how senior management    monitors those programmes and controls. 
Based on this understanding we designed our audit procedures to identify noncompliance with such laws   and regulations. Our procedures involved enquiries of those responsible for legal and compliance     procedures; enquiries of management; performing journal entry testing with a focus on manual     adjustments and journals indicating unusual transactions. In addition, we completed procedures to    conclude on the compliance of the disclosures in the annual report and financial statements with all    applicable reporting requirements. 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk /auditorsresponsibilities.  This description forms part of our auditor’s 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 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 auditor’s 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.  




 

Luke Little  (Senior statutory auditor) 
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
21 December 2023
Page 7

 
W.ROWLANDSON & COMPANY LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2023

2023
2022
Note
£000
£000

  

Other operating charges
  
-
(502)

Operating profit/(loss)
  
-
(502)

Interest receivable and similar income
 7 
1,337
334

Profit/(loss) before tax
  
1,337
(168)

Tax expense
 8 
-
-

Profit/(loss) and total comprehensive income/(expense) for the financial year
  
1,337
(168)

  

The notes on pages 11 to 17 form part of these financial statements.

There are no recognised gains or losses other than those detailed in the statement of comprehensive income for both the current and prior year.

Page 8

 
W.ROWLANDSON & COMPANY LIMITED
REGISTERED NUMBER: 00133121

STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023

2023
2022
Note
£000
£000

Non-current assets
  

Debtors: amounts falling due after more than one year
 9 
38,631
37,294

  
38,631
37,294

Current assets
  

Cash at bank and in hand
  
3
3

  
3
3

Current liabilities
  

Creditors: amounts falling due within one year
 10 
(2,741)
(2,741)

Net current liabilities
  
 
 
(2,738)
 
 
(2,738)

Net assets
  
35,893
34,556


Capital and reserves
  

Called up share capital 
 11 
6,270
6,270

Share premium account
  
15,125
15,125

Retained earnings
  
14,498
13,161

  
35,893
34,556


The financial statements of W. Rowlandson Limited (registered number: 00133121) were approved and authorised for issue by the board and were signed on its behalf on 20 December 2023.




W B Hicks
Director

The notes on pages 11 to 17 form part of these financial statements.

Page 9

 
W.ROWLANDSON & COMPANY LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023


Called up share capital
Share premium account
Retained earnings
Total equity

£000
£000
£000
£000


At 1 May 2021
6,270
15,125
13,329
34,724


Comprehensive income for the year

Loss for the year
-
-
(168)
(168)
Total comprehensive expense for the year
-
-
(168)
(168)



At 30 April 2022 and at 1 May 2022
6,270
15,125
13,161
34,556


Comprehensive income for the year

Profit for the year
-
-
1,337
1,337
Total comprehensive income for the year
-
-
1,337
1,337


At 30 April 2023
6,270
15,125
14,498
35,893


The notes on pages 11 to 17 form part of these financial statements.

Page 10

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

1.


General information

W.Rowlandson & Company Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales and whose shares are not publicly traded. The address of the Company’s registered office is shown on the Company information page. The nature of the Company’s operations and its principal activities are set out in the Directors’ report on page 1.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements of the Company have been prepared on the going concern basis and in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and the UK Companies Act 2006.
FRS 101 sets out an optional reduced disclosure framework which addresses the financial reporting requirements and disclosure exemptions for the individual financial statements of subsidiaries and ultimate parents that otherwise apply the recognition, measurement and disclosure requirements of UK-adopted IFRS Standards.

The financial statements are prepared under the historical cost convention.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
• statement of cash flows and related notes;
• a comparative period reconciliation for share capital;
• disclosures in respect of capital management;
• the effects of new but not yet effective IFRSs; and
• disclosures in respect of key management personnel.

These financial statements are separate financial statements.  The Company is exempt from the preparation and delivery of consolidated financial statements, because it is included in the group accounts of DS Smith Plc.  The group accounts of DS Smith Plc are available to the public and can be obtained as set out in note 14.

The Company’s functional currency is sterling (£) as this is the currency of the primary economic environment in which the company operates.

  
2.2

Financial assets and liabilities

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are initially measured at transaction price and, where applicable, are subsequently measured at amortised cost. Financial assets and liabilities are only offset in the statement of financial position when, and only when, there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires. 

Page 11

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.3

Interest receivable

Interest receivable is recognised on an accruals basis in the Income Statement.

 
2.4

Taxation

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. 
 
For the year ended 30 April 2022 and onwards, DS Smith Group entities will no longer receive payment for current year tax losses surrendered or make payment for group relief claimed at the rate of tax prevailing in the year. However, where an entity has negative reserves and losses which will be surrendered to other members of the DS Smith Group, the claimant company will need to make payment for those tax losses at the rate of tax prevailing in the year.

  
2.5

Going concern

The financial statements have been prepared using the going concern basis of accounting. In making their assessment on the appropriateness of using the going concern basis, the Directors have considered any material uncertainties relating to events or conditions that may cast significant doubt upon the continuing use of the going concern basis of accounting in future periods. The Directors have considered a period of at least 12 months from the date the financial statements are authorised for issue. 
  
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out above. The financial position of the Company is as shown in the statement of financial position on page 9. At 30 April 2023 the Company reported net current liabilities of £2,738,000 (2022: £2,738,000) and net assets of £35,893,000 (2022: £34,556,000).
The financial Statements have been prepared using the going concern basis of accounting. The Company has been issued a support letter from its ultimate parent company, DS Smith Plc, confirming ongoing financial support in meeting liabilities as they fall due for a period of at least 12 months from the day of approval of accounts. DS Smith Plc has undertaken its own assessment of going concern, which it has confirmed and this is disclosed on page 12 of the DS Smith Plc Half Year Report for the period ended 31 October 2023. The Directors are satisfied that no events took place after the release of the DS Smith Plc Half Year Results that give rise to any uncertainties relating to going concern, and accordingly the directors considered it is appropriate to rely upon this support in making their going concern assessment for these financial statements. The Directors are satisfied that the Company has adequate resources to meet its operational needs for a period of at least 12 months from the day of approval of accounts and accordingly they continue to adopt the going concern basis in preparing the financial statements.

Page 12

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
In the opinion of the Directors, there are no critical judgements or key sources of estimation uncertainty that have been made in the process of applying accounting policies. 


4.


Auditor's remuneration

The Auditor’s remuneration of £11,162 (2022: £10,240) for the statutory audit of the Company’s financial statements for the current and previous year has been borne and not recharged by another Group undertaking. There is no non-audit remuneration paid in the current and prior year.





5.


Directors' remuneration

All the Directors are remunerated by other group undertakings. It is considered that the level of their qualifying services to the company is negligible compared to their main roles. There are no management charges from these group undertakings for their services. Consequently they determine that given the level of the services required, that the proportion of their salary relating to their services provided to this company is insignificant. Therefore a £nil apportionment is made (2022: £nil).
 
The Company had no employees during the current and prior year.





6.


Other operating charges

2023
2022
£000
£000



Intercompany receivable write off
-
502

-
502

Other operating charges in the prior year relates to a write off of an intercompany balance with the Company's ultimate parent company.  The amount written off in the prior year was £502,022.

Page 13

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

7.


Finance income

2023
2022
£000
£000


Interest on loans to Group companies
1,337
334

1,337
334


8.


Tax expense


2023
2022
£000
£000

Taxation on profit on ordinary activities
 
-
 
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022: higher than) the standard rate of corporation tax in the UK of 19.5% (2022: 19%). The differences are explained below:

2023
2022
£000
£000


Profit/(loss) on ordinary activities before tax
1,337
(168)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19.5% (2022: 19%)
261
(32)

Effects of:


Permanent adjustment
-
96

Group relief claimed not paid for
(261)
(64)

Total tax charge for the year
-
-

In the prior year, the permanent adjustment relates to the administration expense of £502,000 which is the write off of an intercompany balance which is not taxable and is therefore adjusted for.


Factors that may affect future tax charges

In future years, the tax charge will be affected by subsequently enacted changes in tax rate. 
The Finance Act 2021 included a 6% increase in the main UK corporation tax rate to 25% from 1 April 2023, which was substantially enacted on 10 June 2021.

Page 14

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

9.


Debtors


2023
2022
£000
£000

Due after more than one year

Amounts owed by group undertakings
38,631
37,294

38,631
37,294


Amounts owed by group undertakings is comprised of a number of loans with interest charged on the loans as follows:

 • Amounts owed by ultimate parent company
  • DS Smith Plc: £3,574,468 (2022: £3,574,468) which is not interest bearing and is      repayable on demand. 
 • Amounts owed by other group undertakings
  • DS Smith Holdings Limited: £34,887,757 (2022: £33,669,495) at 3m SONIA plus      credit adjustment spread of 0.4664%, plus margin of 0.75% (2022: 3m LIBOR plus      margin of 0.75%), which is repayable on demand. Plus accrued interest of £168,400      (2022: £49,181).

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been made for doubtful debts in respect of the amounts owed by related parties.

Following the discontinuation of LIBOR as an interest rate benchmark, from the 1st January 2022 risk free rates were applied to intercompany loans within the DS Smith Group that were impacted by the reform. To ensure the economics of the transactions are consistent before and after the transition a credit adjustment spread was applied to the risk free rates.

There is no expectation that these amounts will be repaid within 12 months, being the Company's normal operating cycle, therefore they do not meet the criteria to be classified as current assets and are classified as non-current assets.

Page 15

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

10.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Amounts owed to ultimate parent company
2,741
2,741

2,741
2,741


Amounts owed to ultimate parent company is comprised of an amount owed to DS Smith Plc, the Company's ultimate parent company, of £2,740,784 (2022: £2,740,784) which is not interest bearing and is repayable on demand. 
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received.


11.


Called up share capital

2023
2022
£000
£000
Authorised



6,500,000 (2022: 6,500,000) Ordinary shares of £1.00 each
6,500
6,500

Allotted, called up and fully paid



6,270,272 (2022: 6,270,272) Ordinary shares of £1.00 each
6,270
6,270



12.


Related parties

The Company has taken the exemption available under FRS 101 from disclosing related party transactions entered into between two or more members of the DS Smith Group, provided that the fellow Group entities are wholly owned by the Group. See note 5 for details of Directors’ remuneration. Except for the inter company transactions and balances disclosed in the notes above, there were no other related party transactions.


13.


Subsequent events

There are no subsequent events after the reporting date, which require disclosure. 

Page 16

 
W.ROWLANDSON & COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

14.


Ultimate parent undertaking and controlling party

The Company’s immediate parent company is Rowlandson France SAS, a company incorporated in France, whose registered address is 11 route Industrielle, F-68320, Kunheim, France.
The ultimate parent company and the ultimate controlling party is DS Smith Plc, a company incorporated in the United Kingdom, whose registered address is Level 3, 1 Paddington Square, London, W2 1DL.
 
DS Smith Plc represents both the largest and smallest group of undertakings for which Group financial statements are prepared and of which the Company is a member. Copies of the Group financial statements are available from the Company Secretary of DS Smith Plc at the registered address above.
The Company does not have any subsidiary undertakings. 

Page 17