REGISTERED NUMBER: |
REPORT OF THE DIRECTOR AND |
AUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
FOR |
C R SHIELD HOLDINGS LIMITED |
REGISTERED NUMBER: |
REPORT OF THE DIRECTOR AND |
AUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
FOR |
C R SHIELD HOLDINGS LIMITED |
C R SHIELD HOLDINGS LIMITED (REGISTERED NUMBER: 10325534) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the year ended 31 October 2023 |
Page |
Company Information | 1 |
Report of the Director | 2 |
Report of the Independent Auditors | 3 |
Statement of Comprehensive Income | 5 |
Balance Sheet | 6 |
Statement of Changes in Equity | 7 |
Notes to the Financial Statements | 8 |
C R SHIELD HOLDINGS LIMITED |
COMPANY INFORMATION |
for the year ended 31 October 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
Unit 2, Charnwood Edge Business Park |
Syston Road |
Leicestershire |
LE7 4UZ |
C R SHIELD HOLDINGS LIMITED (REGISTERED NUMBER: 10325534) |
REPORT OF THE DIRECTOR |
for the year ended 31 October 2023 |
The director presents his report with the financial statements of the company for the year ended 31 October 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of a holding company. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 October 2023 was £nil (2022 - £5,105,909). |
The dividend in specie in the prior year arose due to a group demerger transaction. |
In August 2022 the company acquired the entire share capital of Home Farm Beeby Limited and Shield Manufacturing Technologies Limited in return for shares. The shares were transferred up the group by way of a dividend in specie in August 2022 and disposed of by way of a share capital reduction. |
DIRECTOR |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he 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 company's auditors are aware of that information. |
AUDITORS |
The auditors, Magma Audit LLP (part of the Dains Group), 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 |
C R SHIELD HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of C R Shield Holdings Limited (the 'company') for the year ended 31 October 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 October 2023; |
- | 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 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 director's 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 of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Director 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 Report of the Director. |
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, 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 director's 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 |
C R SHIELD HOLDINGS LIMITED |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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: |
Based on our understanding of the group and the industry, we have identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and breaches with the General Data Protection Regulation, and we have considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries, and management bias in accounting estimates. Audit procedures performed included: |
- | Enquiries with management for consideration of known or suspected instances of non-compliance with laws and regulations and fraud; and |
- | Challenging assumptions made by management in their accounting estimates, in particular in relation to recognising stock provisions, work in progress and estimating the useful lives of assets. |
There are inherent limitations in the audit procedures described above. The more removed non-compliance with laws and regulations is, from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 forgery or intentional misrepresentation, for example, or through collusion. |
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. |
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 |
Statutory Auditor |
Unit 2, Charnwood Edge Business Park |
Syston Road |
Leicestershire |
LE7 4UZ |
C R SHIELD HOLDINGS LIMITED (REGISTERED NUMBER: 10325534) |
STATEMENT OF COMPREHENSIVE |
INCOME |
for the year ended 31 October 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER |
OPERATING PROFIT |
Income from shares in group undertakings |
PROFIT BEFORE TAXATION |
Tax on profit | 4 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
C R SHIELD HOLDINGS LIMITED (REGISTERED NUMBER: 10325534) |
BALANCE SHEET |
31 October 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Investments | 6 |
CURRENT ASSETS |
Debtors | 7 |
CREDITORS |
Amounts falling due within one year | 8 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
The financial statements were approved by the director and authorised for issue on |
C R SHIELD HOLDINGS LIMITED (REGISTERED NUMBER: 10325534) |
STATEMENT OF CHANGES IN EQUITY |
for the year ended 31 October 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 November 2021 | ( |
) | ( |
) |
Changes in equity |
Dividend in specie | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 October 2022 | ( |
) | ( |
) |
Changes in equity |
Balance at 31 October 2023 | ( |
) | ( |
) |
C R SHIELD HOLDINGS LIMITED (REGISTERED NUMBER: 10325534) |
NOTES TO THE FINANCIAL STATEMENTS |
for the year ended 31 October 2023 |
1. | STATUTORY INFORMATION |
C R Shield Holdings Limited is a private limited company, limited by shares, registered in England and Wales. Its registered office address is First Floor, One Colton Square, Leicester, LE1 1QH and the registered number is 10325534. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements are prepared in sterling, which is the functional currency of the company, and rounded to the nearest £. |
Going concern |
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 3.17(d); |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A. |
Investments in subsidiaries |
Investment in the subsidiary company is held at cost less accumulated impairment losses. |
Financial instruments |
The company 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 company's balance sheet when the company 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. |
(i) 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. |
(ii) Financial liabilities |
Basic financial liabilities, including creditors and bank loans 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 receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
C R SHIELD HOLDINGS LIMITED (REGISTERED NUMBER: 10325534) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
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. |
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
Taxation |
The tax expense for the year comprises current and deferred tax. |
Tax is recognised in profit or loss except that a change attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. |
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that: |
- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and |
- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
Both current and deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 October 2023 nor for the year ended 31 October 2022. |
The average number of employees during the year was as follows: |
2023 | 2022 |
Director |
2023 | 2022 |
£ | £ |
Director's remuneration |
4. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 October 2023 nor for the year ended 31 October 2022. |
5. | DIVIDEND IN SPECIE |
2023 | 2022 |
£ | £ |
Ordinary shares of £1.00 each |
Dividend in specie |
C R SHIELD HOLDINGS LIMITED (REGISTERED NUMBER: 10325534) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 October 2023 |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 November 2022 |
and 31 October 2023 |
NET BOOK VALUE |
At 31 October 2023 |
At 31 October 2022 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: England |
Nature of business: |
% |
Class of shares: | holding |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Other debtors |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed to related parties | 48,695 | 48,695 |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1.00 | 1,009 | 1,009 |
The company's ordinary shares carry full rights with respect to voting, dividends and distributions. |
10. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 Section 33 '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. |
C R Shield Holdings Limited is related to the below companies in the period by virtue of being ultimately controlled by C R F Shield. During the period, the company had transactions with these companies as follows: |
2023 | 2022 |
£ | £ |
Amounts due to Shield Properties Limited | (48,695 | ) | (48,695 | ) |
There are no key personnel other then the directors. |
C R SHIELD HOLDINGS LIMITED (REGISTERED NUMBER: 10325534) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 October 2023 |
11. | ULTIMATE CONTROLLING PARTY |
The directors consider that the parent undertaking of this company is Shield Engineering Group Holdings Limited, a company registered in England and Wales. The registered office is First Floor, One Colton Square, Leicester, LE1 1QH. |
The parent company preparing consolidated accounts for the smallest group of which the company is a member is Shield Engineering Group Holdings Limited. Mr C R F Shield is the ultimate controlling party of this group. |