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Woodcrafters UK Co. Limited

Registered number: 12334204
Annual report and
 unaudited financial statements
For the year ended 30 November 2022

 
WOODCRAFTERS UK CO. LIMITED
 
 
COMPANY INFORMATION


Directors
D Banyard Jr (appointed 23 June 2023)
K R Brockman (appointed 23 June 2023)
A H Simon (appointed 23 June 2023)




Registered number
12334204



Registered office
Unit 1
Gateway Xiii

Rainham

Essex

RM13 9JY




Accountants
Mazars LLP
Chartered Accountants

5th Floor

3 Wellington Place

Leeds

LS1 4AP





 
WOODCRAFTERS UK CO. LIMITED
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 3
Accountant's Report
 
4
Income Statement
 
5
Statement of Financial Position
 
6
Statement of Changes in Equity
 
7
Notes to the Financial Statements
 
8 - 12


 
WOODCRAFTERS UK CO. LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2022

Introduction
 
The directors present the strategic report for the period ended 30 November 2022.

Business review
 
Woodcrafters UK Co. Limited is a non-trading parent company. The Company was incorporated into the group following a group restructuring on 26 November 2019.

Principal risks and uncertainties
 
Being a holding company, the only risk facing the entity is the risk of impairment of the carrying value of investments in subsidiary entities.

Key performance indicators
 
Being a non-trading company holding investments in subsidiaries, the directors consider that there are no key performance indicators for the Company as an individual entity but instead consider it as part of their analysis of operating companies in the wider Group.

Directors' statement of compliance with Section 172(1)
 
S172(1) of the Companies Act sets out the duties of each Director of a company to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of shareholders as a whole and in doing so, have regard to a number of broader matters which are set out below: 
a) the likely consequences of any decision in the long term;
b) the interest 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;
f) the need to act fairly between members of the Company
Given the non-trading nature of the Company, being a holding Company only, the directors' of Woodcrafters UK Co Limited consider that their responsibilities in respect of s172 are appropriately complied with and are disclosed fully within relevant group entities, please see Masterbrand Inc. financial statements for details of these matters in respect of the trading entity or the wider group. 


This report was approved by the board on 6 October 2023 and signed on its behalf.



K R Brockman
Director

- 1 -

 
WOODCRAFTERS UK CO. LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2022

The Directors present their report and the financial statements for the year ended 30 November 2022.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently;

make judgments 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; 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year and up to the date of approval of these financial statements were:

I R Walker (resigned 30 November 2022)
S J Geary (resigned 23 June 2023)
M B Baxter (resigned 23 June 2023)
D Banyard Jr (appointed 23 June 2023)
K R Brockman (appointed 23 June 2023)
A H Simon (appointed 23 June 2023)

Streamlined Energy & Carbon Reporting

The Directors of the Company have not diclosed the SECR exemption due to it not falling within the scope of SECR reporting as the Company is dormant.

Going concern

The Company is a holding company and does not require any funding, as a result there are no material uncertainties in relation to going concern. The financial statements have been prepared on a going concern basis.

- 2 -

 
WOODCRAFTERS UK CO. LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022

This report was approved by the board on 6 October 2023 and signed on its behalf.
 





K R Brockman
Director

- 3 -

 
WOODCRAFTERS UK CO. LIMITED
 
 
  
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF WOODCRAFTERS UK CO. LIMITED
FOR THE YEAR ENDED 30 NOVEMBER 2022

In accordance with our engagement letter and in order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of the Company for the year ended 30 November 2022 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and the related notes from the Company's accounting records and from information and explanations you have given to us.
 

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW)we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/en/members/regulations-standards-and-guidance/.


Respective responsibilities of directors and accountants

You have acknowledged on the balance sheet for the year ended 30 November 2022  your duty to ensure that the Company has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the Company's assets, liabilities, financial position and profit or loss. You consider that the Company is exempt from the statutory requirement for an audit for the year.
 

This report is made solely to the Board of Directors of Woodcrafters UK Co. Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of the Company and state those matters that we have agreed to state to the Board of Directors, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept nor assume responsibility to anyone other than the Company and its Board of Directors, as a body, for our work or for this report.
 
We have not been instructed to carry out an audit or review of the financial statements of Woodcrafters UK Co. Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.





Mazars LLP
 
Chartered Accountants
  
5th Floor
3 Wellington Place
Leeds
LS1 4AP

6 October 2023
- 4 -

 
WOODCRAFTERS UK CO. LIMITED
 
 
INCOME STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2022

The Company has not traded during the year or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither profit or loss.

- 5 -

 
WOODCRAFTERS UK CO. LIMITED
REGISTERED NUMBER: 12334204

STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2022

2022
2021
$
$

Fixed assets
  

Investments
 5 
205,931,381
205,931,381

  
205,931,381
205,931,381

Current assets
  

Debtors: amounts falling due within one year
 6 
1
1

Net current assets
  
1
1

Total assets less current liabilities
  
 
 
205,931,382
 
 
205,931,382

  

Net assets
  
205,931,382
205,931,382


Capital and reserves
  

Called up share capital 
 7 
20,594
20,594

Share premium account
 8 
205,910,788
205,910,788

  
205,931,382
205,931,382




For the year ended 30 November 2022 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006.

The members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 October 2023.




K R Brockman
Director

The notes on pages 8 to 12 form part of these financial statements.

- 6 -

 
WOODCRAFTERS UK CO. LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2022


Called up share capital
Share premium account
Total equity

$
$
$


At 1 December 2020
20,594
205,910,788
205,931,382



At 1 December 2021
20,594
205,910,788
205,931,382


At 30 November 2022
20,594
205,910,788
205,931,382


The notes on pages 8 to 12 form part of these financial statements.

- 7 -

 
WOODCRAFTERS UK CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

1.


General information

Woodcrafters UK Co. Limited ("'the Company") is a private limited company incorporated in the United Kingdom, limited by shares, registered number 12334204.
The address of the registered office and principal place of business is Unit 1, Gateway Xiii, Ferry Lane, Rainham, Essex, United Kingdom, RM13 9JY.
The principal activity of the Company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

These financial statements have been presented in US dollars which is the functional currency of the Company, and rounded to the nearest $.
The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Masterbrand Inc. as at 25 December 2022 and these financial statements may be obtained from One Masterbrand Cabinets Dr, Jasper, Indiana, 47547.

 
2.3

Going concern

The Company is a holding company and does not require any funding, as a result there are no material uncertainties in relation to going concern. The financial statements have been prepared on a going concern basis.

- 8 -

 
WOODCRAFTERS UK CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

2.Accounting policies (continued)

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.5

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.

 
2.6

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.

- 9 -

 
WOODCRAFTERS UK CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The critical judgments that the director has made in the process of applying the Company's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the director has considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
Key sources of estimation uncertainty
There are no key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.


4.


Employees




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


        2022
        2021
            No.
            No.







Directors
3
3

- 10 -

 
WOODCRAFTERS UK CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

5.


Fixed asset investments





Investments in subsidiary companies

$



Cost


At 1 December 2021
205,931,381



At 30 November 2022
205,931,381





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Woodcrafters Home Products GmbH
Woodcrafters Home Products GmbH, Bahnhofstrasse 21, Luzern 6003
Ordinary
100%
MI Service Company LLC
251 Little Falls Drive,Wilmington, New Castle, DE,19808
Ordinary
100%
Woodcrafters Mexico Holding, S. de R.L. deC.V.
CARR. Matamoros KM 114SN Rio Bravo TAMAULIPAS88990
Ordinary
99.99%
Woodcrafters Home Products S. de R.L. deC.V.
Carretera Matamoros Km.114 No. 8-B La Paz RíoBravo, TAMAULIPAS, 88993Mexico
Ordinary
99.98%

- 11 -

 
WOODCRAFTERS UK CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

6.


Debtors

2022
2021
$
$


Amounts owed by group undertakings
1
1


Amounts owed by group undertakings are interest free and repayable on demand.


7.


Share capital

2022
2021
$
$
Allotted, called up and fully paid



2,059,413 (2021 - 2,059,413) Ordinary shares of $0.01 each
20,594
20,594



8.


Reserves

Share premium account

Share premium represents amounts received in excess of the nominal value on shares issued, less transaction costs.


9.


Controlling party

The ultimate controlling party through ownership of shares is Masterbrand Inc. for which consolidated financial statements are prepared. The registered office is One Masterbrand Cabinets Dr, Jasper, Indiana, 47547.

- 12 -