REGISTERED NUMBER: |
Strategic Report, |
Report of the Directors and |
Financial Statements |
For The Year Ended |
31 December 2023 |
for |
LESTER CLADDING HOLDINGS LTD |
REGISTERED NUMBER: |
Strategic Report, |
Report of the Directors and |
Financial Statements |
For The Year Ended |
31 December 2023 |
for |
LESTER CLADDING HOLDINGS LTD |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Contents of the Financial Statements |
For The Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Statement of Directors' Responsibilities | 4 |
Report of the Independent Auditors | 5 |
Profit and Loss Account | 8 |
Other Comprehensive Income | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Notes to the Financial Statements | 12 |
LESTER CLADDING HOLDINGS LTD |
Company Information |
For The Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Certified Accountants and |
Statutory Auditors |
8 Eastway |
Sale |
Cheshire |
M33 4DX |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Strategic Report |
For The Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
The principal activity of the company continues to be that of a holding company. The company owns the shares of Lester Cladding Limited, a wholly owned subsidiary, which is incorporated in England and Wales under company number 01873478. |
During the year, the company received a dividend from its subsidiary amounting to £1,284,569 (2022: £nil) and paid a dividend to the ultimate parent, Lester Cladding Group Holdings Limited amounting to £1,284,569 (2022: £nil). |
There was no other activity undertaken by the company. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risk relating to the company is that the subsidiary undertaking is unable to finance its working capital requirements adequately to remit dividends. |
The directors have prepared internal management information for the forthcoming financial year which show a reasonable level of profit being made in the subsidiary. The subsidiary also employs sound treasury management protocols to mitigate this liquidity risk to an acceptable level. |
GOING CONCERN |
The company is expecting to continue to receive dividends from its subsidiary undertaking during the forthcoming financial year. The company is also non-trading and hence has no obligations to third parties in respect of liabilities or loans. |
On this basis, the directors consider the company to be a going concern for the foreseeable future. |
ON BEHALF OF THE BOARD: |
18 July 2024 |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Report of the Directors |
For The Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
DIVIDENDS |
During the year, interim dividends totalling £1,284,569 (2022: £nil) were paid to the ultimate parent company, Lester Cladding Group Holdings Limited. |
The directors recommend that no final dividends be paid. |
The total distribution of dividends for the year ended 31 December 2023 will be £1,284,569. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
FINANCIAL INSTRUMENTS |
The company's principal financial instruments are in respect of: |
- Investment in a wholly owned subsidiary |
- Unpaid share capital |
The company is non-trading and hence does not incur any other financial instruments. |
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 company'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 company's auditors are aware of that information. |
AUDITORS |
The auditors, Leavitt Walmsley Associates Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Statement of Directors' Responsibilities |
For The Year Ended 31 December 2023 |
The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Report of the Independent Auditors to the Members of |
Lester Cladding Holdings Ltd |
Opinion |
We have audited the financial statements of Lester Cladding Holdings Ltd (the 'company') for the year ended 31 December 2023 which comprise the Profit and Loss Account, Other 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 December 2023 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period 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 Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Lester Cladding Holdings Ltd |
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 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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
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: |
We obtain and update our understanding of the entity, its activities, its control environment and likely future developments. We also carry out procedures to ensure the company is complying with the requirements of its applicable financial reporting framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error; design and perform audit procedures responsive to those risks; and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes considering the risk of acts by the entity that are contrary to applicable laws and regulations, including fraud. |
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included: |
- Inquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud. |
- Reviewing minutes of meetings (including those of the subsidiary). |
- Assessing the extent of compliance with laws and regulations that are considered to have a direct material effect on the financial statements. |
Reviewing financial statement disclosures and testing to support documentation to assess compliance with laws and regulations. |
- Performing audit work over the risk of management bias and override of internal control, including testing journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with laws and regulations. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement from fraud is higher than one resulting from error, as fraud may involve collusion, forgery, intentional omissions or the override of internal control. |
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 |
Lester Cladding Holdings Ltd |
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 Certified Accountants and |
Statutory Auditors |
8 Eastway |
Sale |
Cheshire |
M33 4DX |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Profit and Loss Account |
For The Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
TURNOVER |
OPERATING PROFIT |
Income from fixed asset investments |
PROFIT BEFORE TAXATION |
Tax on profit | 4 |
PROFIT FOR THE FINANCIAL YEAR |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Other Comprehensive Income |
For The Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
PROFIT FOR THE YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 6 |
CURRENT ASSETS |
Debtors | 7 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 8 | 300 | 300 |
Merger reserve | 9 | 9,825,323 | 9,825,323 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Statement of Changes in Equity |
For The Year Ended 31 December 2023 |
Called up |
share | Retained | Merger | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 | - | - | 9,825,323 | 9,825,323 |
Changes in equity |
Issue of share capital | 300 | - | - | 300 |
Balance at 31 December 2022 | 300 | - | 9,825,323 | 9,825,623 |
Changes in equity |
Dividends | - | (1,284,569 | ) | - | (1,284,569 | ) |
Total comprehensive income | - | 1,284,569 | - | 1,284,569 |
Balance at 31 December 2023 | 300 | - | 9,825,323 | 9,825,623 |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Notes to the Financial Statements |
For The Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Lester Cladding Holdings Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with the provisions of FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
Going concern |
At the time of approving these financial statements, the directors have a reasonable expectation that the company will have sufficient resources available to continue in existence for the foreseeable future. Hence, the directors continue to adopt the going concern basis of accounting in preparing these 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 requirement of paragraph 33.7. |
Preparation of consolidated financial statements |
The financial statements contain information about Lester Cladding Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Lester Cladding Group Holdings Limited, Globe Way, off Spencer Industrial Estate, Buckley, Flintshire CH7 3FH. |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Notes to the Financial Statements - continued |
For The Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
A financial asset or financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. |
Basic financial instruments are initially recognised at transaction price and measured at amortised cost using the effective interest method. Where investments in non-derivative financial instruments are publicly traded, or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value through profit or loss. All other investments are subsequently measured at cost less impairment. |
Debtors and creditors which fall due within one year are recorded in the financial statements at transaction price and subsequently measured at amortised cost. If the effects of the time value of money are immaterial, they are measured at cost (less impairment for trade debtors). Debtors are reviewed for impairment at each reporting date and any impairments are recorded in profit or loss and shown within administrative expenses when there is objective evidence that a debtor is impaired. Objective evidence that a debtor is impaired arises when the customer is unable to settle amounts owing to the company or the customer becomes bankrupt. |
Debtors do not carry interest and are stated at their nominal value. |
Trade creditors are not interest-bearing and are stated at their nominal value. |
Financial assets which are measured at cost or amortised cost are reviewed for objective evidence of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. All equity instruments, regardless of significance, and other financial assets that are individually significant, are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. |
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset which exceeds what the carrying amount would have been had the impairment loss not previously been recognised. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
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. |
Dividends |
Income from shares in group undertakings are recognised when the company's right to receive payment is established. |
Dividends paid to equity shareholders are recognised when the dividend is no longer at the discretion of the company. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
The average number of employees during the year was as follows: |
31.12.23 | 31.12.22 |
Management |
31.12.23 | 31.12.22 |
£ | £ |
Directors' remuneration |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Notes to the Financial Statements - continued |
For The Year Ended 31 December 2023 |
4. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
5. | DIVIDENDS |
Ordinary shares of £1 each |
31.12.23 | 31.12.22 |
£ | £ |
Ordinary shares of £1 each |
Interim dividend: Ordinary | 684,273 | - |
Interim dividend: Ordinary A | 96,914 | - |
Interim dividend: Ordinary B | 106,049 | - |
Interim dividend: Ordinary C | 19,806 | - |
Interim dividend: Ordinary D | 104,930 | - |
Interim dividend: Ordinary E | 119,930 | - |
Interim dividend: Ordinary F | 75,500 | - |
Interim dividend: Ordinary G | 77,167 | - |
1,284,569 | - |
6. | FIXED ASSET INVESTMENTS |
Unlisted |
investments |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Globe Way, off Spencer Industrial Estate, Buckley, Flitshire CH7 3FH |
Nature of business: |
% |
Class of shares: | holding |
31.12.23 | 31.12.22 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Called up share capital not paid |
LESTER CLADDING HOLDINGS LTD (REGISTERED NUMBER: 14061125) |
Notes to the Financial Statements - continued |
For The Year Ended 31 December 2023 |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal value: | 31.12.23 | 31.12.22 |
£ | £ |
198 | Ordinary | £1 | 198 | 198 |
35 | Ordinary A | £1 | 35 | 35 |
25 | Ordinary B | £1 | 25 | 25 |
20 | Ordinary C | £1 | 20 | 20 |
1 | Ordinary D | £1 | 1 | 1 |
1 | Ordinary E | £1 | 1 | 1 |
15 | Ordinary F | £1 | 15 | 15 |
5 | Ordinary G | £1 | 5 | 5 |
300 | 300 |
Each ordinary share has the right of one vote per share, the right to participate in the distribution of dividends and equal rights of the repayment of capital. |
9. | RESERVES |
Retained | Merger |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2023 | 9,825,323 | 9,825,323 |
Profit for the year | 1,284,569 | 1,284,569 |
Dividends | (1,284,569 | ) | (1,284,569 | ) |
At 31 December 2023 | 9,825,323 | 9,825,323 |
Retained earnings is a distributable reserve that includes all current and prior year profits and losses. |
The merger reserve reflects the difference between the fair value of the assets acquired and the nominal value of shares issued when the group was created subsequent to the restructure and buyback of certain shares. |
10. | ULTIMATE PARENT COMPANY |
Lester Cladding Group Holdings Limited is regarded by the directors as being the company's ultimate parent company. |
11. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is |