REGISTERED NUMBER: 06810132 (England and Wales) |
CELTIC ENGINEERING HOLDINGS LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED |
31 JANUARY 2023 |
REGISTERED NUMBER: 06810132 (England and Wales) |
CELTIC ENGINEERING HOLDINGS LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED |
31 JANUARY 2023 |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 4 |
Consolidated Statement of Comprehensive Income | 7 |
Consolidated Balance Sheet | 8 |
Company Balance Sheet | 9 |
Consolidated Statement of Changes in Equity | 10 |
Company Statement of Changes in Equity | 11 |
Consolidated Cash Flow Statement | 12 |
Notes to the Consolidated Cash Flow Statement | 13 |
Notes to the Consolidated Financial Statements | 14 |
CELTIC ENGINEERING HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 JANUARY 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
And Statutory Auditors |
Ground Floor Cardigan House |
Castle Court |
Swansea Enterprise Park |
Swansea |
SA7 9LA |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 JANUARY 2023 |
The directors present their strategic report of the company and the group for the year ended 31 January 2023. |
Principal activities |
The principal activities of the Company is that of a holding company. The principal activity of the Group is the supply of mechanical engineering services. |
REVIEW OF BUSINESS |
The Consolidated Statement of Comprehensive Income for the year is set out on page 7. The directors were satisfied with the performance of the Group during the year and the year end financial position. The directors consider the Group to be well placed and confident that the Group will continue to win new contracts and generate profits in the future. The management of the business and the execution of the Group's strategy are subject to a number of risks. The Key business risks and uncertainties affecting the Group are considered to relate to employee retention and competition from other mechanical engineering service providers. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The Group's operations expose it to a variety of financial risks that include credit and liquidity risk and the effects of changes in interest rates. The Group has procedures to check credit status of new customers and monitor the impact on interest rate movements. Given the size of the Group, the director has not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policy set by the board of directors is implemented by the Group's finance department. |
Price risk |
The Group considers price risk when negotiating contracts with customers |
Credit risk |
The Group has implemented policies that require appropriate credit checks on potential customers before services are provided. When debt finance is utilised, this is subject to pre-approval by the board of directors. |
Liquidity risk |
The Group actively maintains a mix of debt that is designed to ensure the Group has sufficient funds for operations. |
KEY PERFORMANCE INDICATORS |
The director considers that the key financial indicators are those that communicate the financial performance and strength of the Company as a whole, these being turnover, gross profit and profit/(loss) before taxation as set out below: |
2023 | 2022 | 2021 |
£ | £ | £ |
Turnover | 9,397 | 23,248 | 12,571 |
Gross Profit | 1,107 | 3,491 | 303 |
Profit/(loss) before taxation | (281 | ) | 1,782 | (403 | ) |
ON BEHALF OF THE BOARD: |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 JANUARY 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 January 2023. |
DIVIDENDS |
Dividends of £NIL were paid during the year to shareholders (2022: £1,000,000) |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 February 2022 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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). 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 and then apply them consistently; |
- | make judgements 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Bevan Buckland LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CELTIC ENGINEERING HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of Celtic Engineering Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 January 2023 and of the group's loss 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 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 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 group's and 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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. |
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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors 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 Report of the Directors. |
We have nothing to report in respect of the following matters where 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CELTIC ENGINEERING HOLDINGS LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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. |
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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Extent to which the audit was considered capable of detecting irregularities, including fraud |
We identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, and then, design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
We discussed our audit independence complying with the Revised Ethical Standard 2019 with the engagement team members whilst planning the audit and continually monitored our independence throughout the process. |
Identifying and assessing potential risks related to irregularities. |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
- | enquiring of management, including obtaining and reviewing supporting documentation, concerning the Group's policies and procedures relating to: |
- | identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; |
- | detecting and responding to the risks of fraud and whether they have knowledge of any actual. suspected or alleged fraud; |
- | the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; |
- | discussing among the engagement team how and where fraud might occur in the Financial Statements and any potential indicators of fraud. |
- | obtaining an understanding of the legal and regulatory frameworks that the Group operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the Group, The key laws and regulations we considered in this context included the UK Companies Act and relevant tax legislation. |
Audit response to risks identified |
In addition to the above, our procedures to respond to risks identified included the following: |
- | reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations; |
- | enquiring of management concerning actual and potential litigation and claims; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- | reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and |
- | in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; |
- | assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and |
- | evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the |
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 Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CELTIC ENGINEERING HOLDINGS LIMITED |
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 a Report of the Auditors 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 |
Chartered Accountants |
And Statutory Auditors |
Ground Floor Cardigan House |
Castle Court |
Swansea Enterprise Park |
Swansea |
SA7 9LA |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
CONSOLIDATED |
STATEMENT OF COMPREHENSIVE |
INCOME |
FOR THE YEAR ENDED 31 JANUARY 2023 |
2023 | 2022 |
Notes | £'000 | £'000 |
TURNOVER | 4 | 9,397 | 23,249 |
Cost of sales | 8,290 | 19,758 |
GROSS PROFIT | 1,107 | 3,491 |
Administrative expenses | 1,386 | 1,708 |
(279 | ) | 1,783 |
Other operating income | - | 4 |
OPERATING (LOSS)/PROFIT | 6 | (279 | ) | 1,787 |
Interest receivable and similar income | 2 | - |
(277 | ) | 1,787 |
Interest payable and similar expenses | 7 | 4 | 5 |
(LOSS)/PROFIT BEFORE TAXATION | (281 | ) | 1,782 |
Tax on (loss)/profit | 8 | (263 | ) | 336 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(18 |
) |
1,446 |
Profit attributable to: |
Owners of the parent | (18 | ) | 1,446 |
Total comprehensive income attributable to: |
Owners of the parent | - | - |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
CONSOLIDATED BALANCE SHEET |
31 JANUARY 2023 |
2023 | 2022 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Intangible assets | 11 | - | - |
Tangible assets | 12 | 575 | 562 |
Investments | 13 | - | - |
575 | 562 |
CURRENT ASSETS |
Stocks | 14 | 75 | 75 |
Debtors | 15 | 1,203 | 1,295 |
Cash at bank | 2,227 | 2,147 |
3,505 | 3,517 |
CREDITORS |
Amounts falling due within one year | 16 | 1,740 | 1,648 |
NET CURRENT ASSETS | 1,765 | 1,869 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
2,340 |
2,431 |
CREDITORS |
Amounts falling due after more than one year |
17 |
(98 |
) |
(98 |
) |
PROVISIONS FOR LIABILITIES | 21 | - | (73 | ) |
NET ASSETS | 2,242 | 2,260 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 263 | 263 |
Capital redemption reserve | 23 | 67 | 67 |
Retained earnings | 23 | 1,912 | 1,930 |
SHAREHOLDERS' FUNDS | 2,242 | 2,260 |
The financial statements were approved by the Board of Directors and authorised for issue on 12 October 2023 and were signed on its behalf by: |
Mr D Wright - Director |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
COMPANY BALANCE SHEET |
31 JANUARY 2023 |
2023 | 2022 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
CURRENT ASSETS |
Debtors | 15 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 16 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
17 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Capital redemption reserve | 23 |
Retained earnings | 23 |
SHAREHOLDERS' FUNDS |
Company's loss for the financial year | (3 | ) | (5 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 JANUARY 2023 |
Called up | Capital |
share | Retained | redemption | Total |
capital | earnings | reserve | equity |
£'000 | £'000 | £'000 | £'000 |
Balance at 1 February 2021 | 263 | 1,484 | 67 | 1,814 |
Changes in equity |
Dividends | - | (1,000 | ) | - | (1,000 | ) |
Total comprehensive income | - | 1,446 | - | 1,446 |
Balance at 31 January 2022 | 263 | 1,930 | 67 | 2,260 |
Changes in equity |
Total comprehensive income | - | (18 | ) | - | (18 | ) |
Balance at 31 January 2023 | 263 | 1,912 | 67 | 2,242 |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 JANUARY 2023 |
Called up | Capital |
share | Retained | redemption | Total |
capital | earnings | reserve | equity |
£'000 | £'000 | £'000 | £'000 |
Balance at 1 February 2021 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 January 2022 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 January 2023 |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 JANUARY 2023 |
2023 | 2022 |
Notes | £'000 | £'000 |
Cash flows from operating activities |
Cash generated from operations | 1 | 209 | 1,566 |
Interest paid | (4 | ) | (5 | ) |
Tax paid | (59 | ) | (1 | ) |
Net cash from operating activities | 146 | 1,560 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (44 | ) | (11 | ) |
Sale of tangible fixed assets | 15 | - |
Interest received | 2 | - |
Net cash from investing activities | (27 | ) | (11 | ) |
Cash flows from financing activities |
Loan repayments in year | (22 | ) | (20 | ) |
Capital repayments in year | (17 | ) | (26 | ) |
Equity dividends paid | - | (1,000 | ) |
Net cash from financing activities | (39 | ) | (1,046 | ) |
Increase in cash and cash equivalents | 80 | 503 |
Cash and cash equivalents at beginning of year |
2 |
2,147 |
1,644 |
Cash and cash equivalents at end of year | 2 | 2,227 | 2,147 |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 JANUARY 2023 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£'000 | £'000 |
(Loss)/profit before taxation | (281 | ) | 1,782 |
Depreciation charges | 63 | 58 |
Profit on disposal of fixed assets | (8 | ) | - |
Finance costs | 4 | 5 |
Finance income | (2 | ) | - |
(224 | ) | 1,845 |
Decrease in trade and other debtors | 181 | 1,627 |
Increase/(decrease) in trade and other creditors | 252 | (1,906 | ) |
Cash generated from operations | 209 | 1,566 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 January 2023 |
31.1.23 | 1.2.22 |
£'000 | £'000 |
Cash and cash equivalents | 2,227 | 2,147 |
Year ended 31 January 2022 |
31.1.22 | 1.2.21 |
£'000 | £'000 |
Cash and cash equivalents | 2,147 | 1,644 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
Other |
non-cash |
At 1.2.22 | Cash flow | changes | At 31.1.23 |
£'000 | £'000 | £'000 | £'000 |
Net cash |
Cash at bank | 2,147 | 80 | 2,227 |
2,147 | 80 | 2,227 |
Debt |
Finance leases | (37 | ) | 17 | - | (59 | ) |
Debts falling due |
within 1 year | (22 | ) | - | - | (22 | ) |
Debts falling due |
after 1 year | (73 | ) | 22 | - | (51 | ) |
(132 | ) | 39 | - | (132 | ) |
Total | 2,015 | 119 | - | 2,095 |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2023 |
1. | STATUTORY INFORMATION |
Celtic Engineering Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The Group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings. A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Intercompany transactions and balances between group companies are eliminated on consolidation and the accounting policies. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Long term contract balances are assessed on a contract by contract basis and are reflected in the profit and loss account as contract activity progresses. Any expected losses on long term contract balances are recognised immediately and are written off to the profit and loss accounts. Where it is considered that the outcome of a long term contract can be assessed with reasonable certainty before its conclusion, the prudently calculated attributable profit is recognised in the profit and loss account as the difference between reported turnover and related costs for that contract. |
Goodwill |
Goodwill arising on consolidation represents the excess of the fair value of the consideration given over the fair value of the identifiable net assets acquired. Goodwill is eliminated by amortisation through the Statement of Comprehensive Income over its estimated useful economic life of 10 years. |
The director undertakes reviews of the carrying value of goodwill when trigger events occur and make such provisions for impairment as they consider necessary. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Plant and Machinery | - |
Motor vehicles | - |
Computer equipment | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. |
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Basic financial assets |
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
Other financial assets |
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
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 profit or loss |
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 profit or loss. |
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 company 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 company after deducting all of its liabilities. |
Basic financial liabilities |
Basic financial liabilities, including 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. Financial liabilities classified as payable within one year are not amortised. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
2. | ACCOUNTING POLICIES - continued |
Other financial liabilities |
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge. |
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. |
Derecognition of financial liabilities |
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
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 profit and loss account 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 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 lease asset are consumed. |
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Employee benefits |
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. |
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. |
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
Annual bonus plan |
The group operates an annual bonus plan for employees. An expense is recognised in the profit and loss account when the group has a legal or constructive obligation to make payments under the plans as a result of past events and reliable estimate of the obligation can be made. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Cash at bank and in hand |
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts arc shown within borrowings in current liabilities. |
Creditors |
Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be appropriate and reasonable in the circumstances |
a) Critical judgements in applying the Group's accounting policies |
The director does not consider there to be any critical accounting judgements to the financial statements. |
i) Useful economic lives of tangible assets |
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives of the assets. The useful economic lives are re-assessed and amended when necessary to reflect current estimates, base don technological advancement, future investments, economic utilisation and physical condition of the assets. |
ii) Impairment of debtors |
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. |
iii) Long term (fixed fee) contracts |
Where the Group enters into long term (fixed fee) contracts, revenue is recognised either on reaching set milestones as agreed in the contract or on the percentage of completion basis. Under the percentage of completion method, the Group makes an estimate of the percentage to complete for a project and recognises the proportion of revenue and profit accordingly. Any expected losses on long term contracts are recognised immediately and are written off to the Statement of Comprehensive Income. |
4. | TURNOVER |
Turnover rose entirely from the principal activity of the supply of mechanical engineering services within the United Kingdom. |
5. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£'000 | £'000 |
Wages and salaries | 5,782 | 13,084 |
Social security costs | 661 | 1,446 |
Other pension costs | 79 | 140 |
6,522 | 14,670 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Engineering | 98 | 200 |
Administration | 8 | 8 |
2023 | 2022 |
£ | £ |
Directors' remuneration | 60,000 | 60,000 |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
6. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging/(crediting): |
2023 | 2022 |
£'000 | £'000 |
Hire of plant and machinery | 243 | 307 |
Depreciation - owned assets | 47 | 47 |
Depreciation - assets on hire purchase contracts | 16 | 11 |
Profit on disposal of fixed assets | (8 | ) | - |
Auditors' remuneration | 11 | 14 |
Taxation compliance services | 8 | 7 |
Other non- audit services | 2 | 2 |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£'000 | £'000 |
Bank interest | 4 | 5 |
8. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
2023 | 2022 |
£'000 | £'000 |
Current tax: |
UK corporation tax | (128 | ) | 344 |
Deferred tax | (135 | ) | (8 | ) |
Tax on (loss)/profit | (263 | ) | 336 |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£'000 | £'000 |
(Loss)/profit before tax | (281 | ) | 1,782 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19 % (2022 - 19 %) |
(53 |
) |
339 |
Effects of: |
Expenses not deductible for tax purposes | (52 | ) | 5 |
Income not taxable for tax purposes | (2 | ) | (3 | ) |
Adjustments to tax charge in respect of previous periods | (128 | ) | (5 | ) |
Tax on losses carried forward | (28 | ) | - |
Total tax (credit)/charge | (263 | ) | 336 |
9. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
10. | DIVIDENDS |
2023 | 2022 |
£'000 | £'000 |
Ordinary shares of £1 each |
Interim | - | 1,000 |
11. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£'000 |
COST |
At 1 February 2022 |
and 31 January 2023 | 3,902 |
AMORTISATION |
At 1 February 2022 |
and 31 January 2023 | 3,902 |
NET BOOK VALUE |
At 31 January 2023 | - |
At 31 January 2022 | - |
Goodwill arose on the purchase of Techno Engineering Limited. The Company had no intangible assets at 31 January 2023 (2022: £Nil). |
12. | TANGIBLE FIXED ASSETS |
Group |
Freehold | Plant and | Motor | Computer |
property | Machinery | vehicles | equipment | Totals |
£'000 | £'000 | £'000 | £'000 | £'000 |
COST |
At 1 February 2022 | 429 | 355 | 311 | 65 | 1,160 |
Additions | - | 39 | 39 | 5 | 83 |
Disposals | - | (181 | ) | (31 | ) | (53 | ) | (265 | ) |
At 31 January 2023 | 429 | 213 | 319 | 17 | 978 |
DEPRECIATION |
At 1 February 2022 | 49 | 298 | 200 | 51 | 598 |
Charge for year | 4 | 17 | 38 | 4 | 63 |
Eliminated on disposal | - | (178 | ) | (29 | ) | (51 | ) | (258 | ) |
At 31 January 2023 | 53 | 137 | 209 | 4 | 403 |
NET BOOK VALUE |
At 31 January 2023 | 376 | 76 | 110 | 13 | 575 |
At 31 January 2022 | 380 | 57 | 111 | 14 | 562 |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
12. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Motor |
vehicles |
£'000 |
COST |
At 1 February 2022 | 80 |
Additions | 40 |
Transfer to ownership | (23 | ) |
At 31 January 2023 | 97 |
DEPRECIATION |
At 1 February 2022 | 57 |
Charge for year | 16 |
Transfer to ownership | (13 | ) |
At 31 January 2023 | 60 |
NET BOOK VALUE |
At 31 January 2023 | 37 |
At 31 January 2022 | 23 |
13. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£'000 |
COST |
At 1 February 2022 |
and 31 January 2023 |
NET BOOK VALUE |
At 31 January 2023 |
At 31 January 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Waterloo Industrial Estate, Waterloo, Pembroke Dock, Dyfed, SA72 4RR |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£'000 | £'000 |
Aggregate capital and reserves |
(Loss)/profit for the year | ( |
) |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
13. | FIXED ASSET INVESTMENTS - continued |
Registered office: Waterloo Industrial Estate, Waterloo, Pembroke Dock, Dyfed, SA72 4RR |
Nature of business: |
% |
Class of shares: | holding |
14. | STOCKS |
Group |
2023 | 2022 |
£'000 | £'000 |
Loose tools and consumables | 75 | 75 |
There is no significant difference between the replacement cost of the inventory and its carrying amount.There is no provision for impairment (2022:£Nil) |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£'000 | £'000 | £'000 | £'000 |
Trade debtors | 387 | 860 |
WIP/Accrued Debtors | 704 | 429 | - | - |
Prepayments and accrued income | 23 | 6 | 6 | 6 |
Corporation tax receivable | 26 | - |
Deferred tax asset | 63 | - | 4 | 3 |
1,203 | 1,295 |
Deferred tax asset |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£'000 | £'000 | £'000 | £'000 |
Accelerated capital allowances | (37 | ) | - |
Tax losses carried forward | 98 | - |
Other timing differences | 2 | - | - | - |
63 | - |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£'000 | £'000 | £'000 | £'000 |
Bank loans and overdrafts (see note 18) | 22 | 22 |
Hire purchase contracts (see note 19) | 12 | 12 |
Trade creditors | 532 | 243 |
Amounts owed to group undertakings | - | - |
Corporation tax payable | - | 161 |
Social security and other taxes | 112 | 160 |
VAT | 54 | 359 | - | - |
Other creditors | 535 | 660 |
Accruals and deferred income | 473 | 31 |
1,740 | 1,648 |
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. There is no provision for impairment (2022:£Nil) |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£'000 | £'000 | £'000 | £'000 |
Bank loans (see note 18) | 51 | 73 |
Hire purchase contracts (see note 19) | 47 | 25 |
98 | 98 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£'000 | £'000 | £'000 | £'000 |
Amounts falling due within one year or on | demand: |
Bank loans | 22 | 22 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 22 | 22 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | 29 | 51 |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
2023 | 2022 |
£'000 | £'000 |
Net obligations repayable: |
Within one year | 12 | 12 |
Between one and five years | 47 | 25 |
59 | 37 |
20. | FINANCIAL INSTRUMENTS |
The carrying amounts of the financial assets and liabilities include: |
2023 | 2022 |
£ | £ |
Financial assets measured at amortised cost | 1,202 | 1,295 |
Financial liabilities measured at amortised cost | (1,749 | ) | (1,651 | ) |
Financial asset that are debt instruments measured at amortised cost comprise trade debtors, amounts owed by group undertakings and prepayments and accrued income. |
Financial liabilities measured at amortised cost comprise trade creditors, amounts due under finance leases, accruals and deferred income, other creditors and social security and other taxes. |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
21. | PROVISIONS FOR LIABILITIES |
Group |
2023 | 2022 |
£'000 | £'000 |
Deferred tax |
Accelerated capital allowances | - | 26 |
Tax losses carried forward | - | (3 | ) |
Other timing differences | - | (2 | ) |
Deferred tax | - | 52 |
- | 73 |
Group |
Deferred |
tax |
£'000 |
Balance at 1 February 2022 | 73 |
Credit to Statement of Comprehensive Income during year | (135 | ) |
Balance at 31 January 2023 | (62 | ) |
Company |
Deferred |
tax |
£'000 |
Balance at 1 February 2022 | ( |
) |
Provided during year | ( |
) |
Balance at 31 January 2023 | ( |
) |
22. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £'000 | £'000 |
Ordinary | £1 | 262 | 262 |
Preference | £0.01 | 1 | 1 |
263 | 263 |
23. | RESERVES |
Group |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£'000 | £'000 | £'000 |
At 1 February 2022 | 1,930 | 67 | 1,997 |
Deficit for the year | (18 | ) | (18 | ) |
At 31 January 2023 | 1,912 | 67 | 1,979 |
CELTIC ENGINEERING HOLDINGS LIMITED (REGISTERED NUMBER: 06810132) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2023 |
23. | RESERVES - continued |
Company |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£'000 | £'000 | £'000 |
At 1 February 2022 | 2,322 |
Deficit for the year | ( |
) | ( |
) |
At 31 January 2023 | 2,319 |
Share capital |
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. The voting rights consist of one vote per ordinary share held. |
Preference A shares have no voting rights. Details can be found in the articles of association with regards to the repayment of capital and the dividend rights. |
Capital redemption reserve |
The capital redemption reserve represents the amount by which share capital has been reduced on the repurchase of the Company's own shares |
Retained earnings |
Retained earnings represents the accumulated profits, losses and distributions of the Group. |
24. | PENSION COMMITMENTS |
The pension costs, which represent contributions payable by the Group, amounted to £79,000 (2022: £120,000). Contributions totalling £14,000 (2022: £30,000) were payable to the fund at the Balance Sheet date and are included in creditors. |
25. | ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY |
The Company is owned by a number of private shareholders, none of whom own more than 50% of the issued share capital. Accordingly there is no ultimate parent entity nor ultimate controlling party |