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Registered number: 11231736










CARLISLE GLOBAL II LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CARLISLE GLOBAL II LIMITED
 

COMPANY INFORMATION


Directors
I R Reid 
K P Kamienski (resigned 15 September 2023)
J R Armstrong (appointed 15 September 2023)




Company secretary
Abogado Nominees Limited



Registered number
11231736



Registered office
Level 37 One Canada Square
Canary Wharf

London

England

E14 5DY




Independent auditors
PKF Smith Cooper Audit Limited

1 Prospect Place

Millennium Way

Derby

DE24 8HG





 
CARLISLE GLOBAL II LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 24


 
CARLISLE GLOBAL II LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors, in preparing this strategic report, for Carlisle Global II Limited (the Company) for the year ended 31 December 2023 have complied with s414C of the Companies Act 2006.

Business review
 
The principal activity of Carlisle Global II Limited is investing in various companies which are subsidiaries. 
The activities of these companies vary. The Carlisle Fluid Technologies entities design, manufacture, supply, and service finishing equipment associated with coating and powder applications. The Carlisle Construction Materials related entities are active in the construction market, providing EPDM roofing and cladding solutions. The Company disposed of its investment holdings in the Carlisle Fluid Technologies division for profit of $258.4m during the financial year.
The entities related to the Carlisle Interconnect Technologies division are engaged in the design and manufacture of specialty cables for a variety of applications in the aerospace, underfloor heating market and other OEM customers. The Company acquired new investments in the CIT division as a part of wider restructuring during the year which has resulted in the carrying value of investments remaining consistent. 
The Company has continued to receive dividends from its subsidiary investments held which operate in the markets described above. The Company made a small operating loss in the year as a result of overhead costs being greater than management fee income. The Company made a profit in the year of $278.2m as a result of the disposal of its investment in the Carlisle Fluid Technologies division and from dividends received from subsidiaries in the period. This is in comparison to the small loss of $3.5m achieved in the prior year.
The Company also paid dividends during the year which has resulted in fall in net assets of $9.3m. 

Principal risks and uncertainties
 
The directors continually review, evaluate and mitigate the risks that the Company is facing. The principal risks and uncertainties facing the company are changes in interest rates, impairment of its investments and changes in the exchange rate between the Pound Sterling and the US dollar.
The directors also pursue the sale of a business when we determine it no longer fits within the wider Carlisle Group’s long-term goals or strategy.
Financial risk management    
Given the size of the Company, the directors have 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 Company's finance department.  Given the Company is a just a holding Company of the wider Carlisle Companies Incorporated group, financial risk management is detailed further in the Group financial statements of Carlisle Companies Incorporated which can be obtained from the Company website.   
    
Credit risk    
The Company is not exposed to any significant credit risk.  
    
Liquidity, interest rate cash flow risk        
All of the Company's debt is inter-company and the interest rate risk, liquidity risk and cash flow risk is managed by the board of Carlisle Companies Incorporated.

Page 1

 
CARLISLE GLOBAL II LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Key performance indicators
 
The key performance indicators during the year were as follows:


2023
2022
      $000
      $000

Operating (loss)

(535)

(902)
 
Profit/(loss) on ordinary activities before taxation

278,179

(3,593)
 
Total shareholder's funds

533,297

542,579
 

The Company's primary source of income is dividends received from subsidiaries which is included after operating (loss). The level of dividends received annually from subsidiary investments is discretionary and as a result, the profit/(loss) on ordinary activities before taxation can vary year to year. The Company generated a significant profit in 2023 as a result of the sale of the Carlisle Fluids division. Further analysis of the key performance indicators can be found in the business review section of the strategic report.
The Company does not have any non-financial key performance indicators.

Directors' statement of compliance with duty to promote the success of the Company
 
The directors of the Company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarized as follows:
A director of a Company must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its’ shareholders as a whole and, in doing so have regard (amongst other matters) to:
• the likely consequences of any decision in the long-term;
• the interest of the Company’s employees;
• the need to factor the Company’s business relationships with supplies, customers and others;
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between shareholders of the Company.
As part of their induction, a Director is briefed on their duties and they can access professional advice on these, either from the Company's legal department or, if they judge it necessary, from an independent adviser. 
The following paragraphs summarise how the Directors fulfil their duties:
Our People
The Company is committed to being a responsible business and, our people are fundamental to the long-term success of the Company. Our behaviour is aligned with expectations of our people, clients, investors, and the communities in which we operate. For our business to succeed we need to manage our people's performance, develop, and bring through talent while ensuring we operate as efficiently as possible. We must also ensure we share common values that inform and guide our behaviour, so we achieve our goals in the right manner.
Business Relationships
Our strategy prioritises growth (either organic growth or growth through acquisitions) and to do this, we need to develop and maintain strong client relationships. We value all our suppliers and have long term contracts with our key suppliers.
Risk Management
The Company holds subsidiaries (directly and indirectly) in many countries. As such, the Company is exposed to many financial, political, and sociocultural factors. It is therefore vital that we effectively identify, evaluate, manage, and mitigate the risks we face on a timely basis, and that we continue to evolve our approach to risk management.
 
Page 2

 
CARLISLE GLOBAL II LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Community and Environment
The Company's approach is to create positive change for the people and communities with which we interact. We want to leverage our expertise and enable colleagues to support the communities around us.
Shareholders
The Board is committed to openly engaging with our shareholders, as we recognize the importance of continuing effective dialogue with all shareholders. It is important to us that shareholders understand our strategy and objectives, so these must be explained clearly and any issues or questions properly considered.
Future developments
New product development and innovation continues to play an important role in the Group’s success both in the short, medium and long term. The directors are committed and supportive of the plans for further development work and investments required to support future growth.
Corporate and social responsibility
The directors remain committed to supporting its employees, distribution partners, end users and the communities that it operates within. The Company demands high standards and has appropriate policies in place to ensure compliance across many areas including, but not limited to, ethics, health and safety, legal policies and legislative governmental requirements. The Company continues to operate a fair approach to equal opportunities for all employees.


This report was approved by the board on 7 August 2024 and signed on its behalf.



I R Reid
Director

Page 3

 
CARLISLE GLOBAL II LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

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;

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.

Results and dividends

The profit for the year, after taxation, amounted to $278,179,000 (2022 - loss $3,593,000)

The Company paid dividends of $287,461,000 (2022: $51,750,000) during the year. No further dividends are recommended.

Directors

The directors who served during the year were:

I R Reid 
K P Kamienski (resigned 15 September 2023)
J R Armstrong (appointed 15 September 2023)

Future developments

There are no significant changes or future developments planned for the Company, outside of those disclosed in the post balance sheet events note that can be found in the Directors report and note 20 of these financial statements.

Engagement with suppliers, customers and others

The Company is a holding Company and subsequently has limited trade.

Page 4

 
CARLISLE GLOBAL II LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

On September 07, 2023, Carlisle Companies Incorporated announced that it was commencing a process to sell Carlisle Interconnect Technologies. On May 21, 2024, Carlisle Companies Incorporated announced that it had completed the sale of Carlisle Interconnect Technologies to Amphenol Corporation (NYSE: APH). 
At the date of disposal, Carlisle Global II limited owned 96% of the shares Carlisle Interconnect Technologies Holdings Ltd. Carlisle Interconnect Technologies Holdings Ltd sold its investments in Carlisle Asia Pacific, CSL Manufacturing C.V., Carlisle Interconnect Technologies Switzerland GmbH, and Tri-Star Electronics SA. 

Auditors

Under section 487(2) of the Companies Act 2006PKF Smith Cooper Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 7 August 2024 and signed on its behalf.
 





I R Reid
Director

Page 5

 
CARLISLE GLOBAL II LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE GLOBAL II LIMITED
 

Opinion


We have audited the financial statements of Carlisle Global II Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 United Kingdom, including the Financial Reporting Council'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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 
CARLISLE GLOBAL II LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE GLOBAL II LIMITED (CONTINUED)


Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
CARLISLE GLOBAL II LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE GLOBAL II LIMITED (CONTINUED)


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 an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company and industry, we identify the key laws and regulations affecting the Company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to:
• Management bias in respect of accounting estimates and judgements made;
• Management override of control;
• Posting of unusual journals or transactions;
We focused on those areas that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to:
• Enquiry of management and those charged with governance around actual and potential litigation and claims, 
  including instances of non-compliance with laws and regulations and fraud;
• Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and 
  fraud;
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with 
  applicable laws and regulations;
• Performing audit work over the risk of management override of controls, including testing of 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 bias. In particular, reviewing estimates made
  in relation to carrying values of investments and potential impairments required.
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


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 regulation. 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


Page 8

 
CARLISLE GLOBAL II LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE GLOBAL II LIMITED (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





James Delve (Senior statutory auditor)
for and on behalf of
PKF Smith Cooper Audit Limited
Statutory Auditors
1 Prospect Place
Millennium Way
Derby
DE24 8HG

8 August 2024
Page 9

 
CARLISLE GLOBAL II LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
$000
$000

Turnover
 4 
1,027
1,026

Gross profit
  
1,027
1,026

Administrative expenses
  
(1,562)
(1,928)

Operating loss
  
(535)
(902)

Dividends received from investments
 8 
31,823
28,803

Profit on investment disposals and impairment of investments
 9 
245,236
(32,801)

Net finance income
 10 
2,121
1,307

Profit/(loss) before tax
  
278,645
(3,593)

Tax on profit/(loss)
 11 
(466)
-

Profit/(loss) for the financial year
  
278,179
(3,593)

There was no other comprehensive income for 2023 (2022:$NIL).

The notes on pages 13 to 24 form part of these financial statements.

Page 10

 
CARLISLE GLOBAL II LIMITED
REGISTERED NUMBER: 11231736

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
$000
$000

Fixed assets
  

Investments
 13 
519,416
530,387

Current assets
  

Debtors: amounts falling due within one year
 14 
48,283
19,668

Cash at bank and in hand
 15 
5,356
4,065

  
53,639
23,733

Creditors: amounts falling due within one year
 16 
(39,758)
(11,541)

Net current assets
  
 
 
13,881
 
 
12,192

Total assets less current liabilities
  
533,297
542,579

Net assets
  
533,297
542,579


Capital and reserves
  

Called up share capital 
 17 
1
1

Share premium account
 18 
75,000
75,000

Profit and loss account
 18 
458,296
467,578

  
533,297
542,579


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 August 2024.




I R Reid
Director

The notes on pages 13 to 24 form part of these financial statements.

Page 11

 
CARLISLE GLOBAL II LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

$000
$000
$000
$000


At 1 January 2022
1
-
522,921
522,922


Comprehensive income for the year

Loss for the year
-
-
(3,593)
(3,593)
Total comprehensive income for the year
-
-
(3,593)
(3,593)


Contributions by and distributions to owners

Dividends paid
-
-
(51,750)
(51,750)

Shares issued during the year
-
75,000
-
75,000


Total transactions with owners
-
75,000
(51,750)
23,250



At 1 January 2023
1
75,000
467,578
542,579


Comprehensive income for the year

Profit for the year
-
-
278,179
278,179
Total comprehensive income for the year
-
-
278,179
278,179


Contributions by and distributions to owners

Dividends paid
-
-
(287,461)
(287,461)


Total transactions with owners
-
-
(287,461)
(287,461)


At 31 December 2023
1
75,000
458,296
533,297


The notes on pages 13 to 24 form part of these financial statements.

Page 12

 
CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The Company is a private company limited by shares and incorporated in England. The registered office is Level 37 One Canada Square, Canary Wharf, London, England, E14 5DY. The Company registration number is 11231736. The nature of the Company's operations and principal activities is that of a holding company which invests in other companies.

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).

The Company has prepared it's financial statements to the nearest $000 USD.

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).

This information is included in the consolidated financial statements of Carlisle Companies Incorporated as at 31st December 2023 and these financial statements may be obtained from the Company secretary at Carlisle Companies Corporate Headquarters, 16430 N. Scottsdale Road, Suite 400, Scottsdale, AZ 85254.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

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CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic report. The Strategic report further describes the financial position of the Company, its cash flows, liquidity position and borrowing facilities; the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposure to credit risk and liquidity risk.
The Directors share a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. The ultimate parent Company - Carlisle Companies Incorporated, have also provided a letter of support, which confirms that they will provide additional financial support to the Company, should this be required, for at least 12 months from the date of the approval of the financial statements.
As a result, the Directors consider the going concern basis to be appropriate in the preparation of the financial statements. 

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

The Company generates management fee income which is billed to its subsidiary investments, based on the expenditure the Company has incurred for the benefit of the investments held.

Page 14

 
CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Taxation

Tax is recognised in profit or loss except that a charge 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.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

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.

 
2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.13

Creditors

Short-term 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.

 
2.14

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Page 15

 
CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.14
Financial instruments (continued)

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as
Page 16

 
CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.14
Financial instruments (continued)

with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.15

Dividends paid

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

  
2.16

Dividends received

The Company recognises dividends received from subsidiary investments within income from subsidiary investments in the profit and loss when these are declared.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The Directors have reviewed the estimates and assumptions used in the preparation of the financial statements and have identified key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year. These are discussed further below:
Investment carrying values and impairment
The Directors determine where investments in subsidiaries are impaired by estimating their value in use to the Company and comparing this to the carrying values of the assets. The Directors consider the value in use of investments by reviewing their financial performance and future plans for the held investments.

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CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
$000
$000

Management fees
1,027
1,026


Analysis of turnover by country of destination:

2023
2022
$000
$000

United Kingdom
328
452

Rest of Europe
646
518

Rest of the world
53
56

1,027
1,026



5.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2023
2022
$000
$000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
4
4


6.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
$000
$000

Wages and salaries
687
809

Social security costs
90
112

Cost of defined contribution scheme
27
39

804
960


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


        2023
        2022
            No.
            No.







Management
4
4

Page 18

 
CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Directors' remuneration

2023
2022
$000
$000

Directors' emoluments
363
424

Company contributions to defined contribution pension schemes
9
9

372
433


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of $363,000 (2022 - $424,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $9,000 (2022 - $9,000).


8.


Income from investments

2023
2022
$000
$000



Dividends received from subsidiary investments
31,823
28,803



9.


Profit on investment disposals and impairment of investments

2023
2022
$000
$000


Impairment of investments
(13,184)
(32,801)

Profit on disposal of investments
258,420
-

245,236
(32,801)


10.


Net finance income

2023
2022
$000
$000


Gain on foreign exchange
50
134

Interest receivable on inter-company cashpool
2,071
1,173

2,121
1,307

Page 19

 
CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation


2023
2022
$000
$000

Current tax


Current tax on profits for the year
373
-

Adjustments in respect of previous periods
93
-

Total current tax
466
-


Taxation on profit on ordinary activities
466
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
$000
$000


Profit/(loss) on ordinary activities before tax
278,645
(3,593)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
65,537
(683)

Effects of:


Expenses not deductible for tax purposes
-
6,256

Impairment and profit on investment disposal disallowed
(57,679)
-

Non-taxable income
(7,485)
(5,473)

Group relief
-
(100)

Adjustments in respect of previous periods
93
-

Total tax charge for the year
466
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2023
2022
$000
$000


Final dividends paid on ordinary shares
287,461
51,750

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CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments





Investments in subsidiary companies

$000



Cost or valuation


At 1 January 2023
574,632


Additions
541,953


Disposals
(572,541)



At 31 December 2023

544,044



Impairment


At 1 January 2023
44,245


Charge for the period
13,184


Impairment on disposals
(32,801)



At 31 December 2023

24,628



Net book value



At 31 December 2023
519,416



At 31 December 2022
530,387

Page 21

 
CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were directly owned subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Tenencia Limited
Unit 9 Walker Industrial Estate, Walker Road, Guide, Blackburn, Lancashire, UK, BB1 2QE
Ordinary
100%
Arbo Holdings Limited
Derby Road, Belper, Derbyshire, UK, DE56 1W
Ordinary
100%
Carlisle Interconnect Technologies Holdings Ltd
Level 37 One Canada Square, Canary Wharf, London, England, E14 5DY
Ordinary
96%
Carlisle Construction Materials Limited
Ground Floor, Lancaster House Fountain Court, Concorde Way Millennium Business Park, Mansfield, Nottinghamshire, UK, NG19 7DW
Ordinary
100%
Carlisle Holdings GmbH
Schellerdamm 16 21079, Hamburg, Germany
Ordinary
100%
Carlisle Holding Ltd
Level 37 One Canada Square, Canary Wharf, London, UK, E14 5DY
Ordinary
100%
Ecco Finishing AB
Afsengatan 6, 532 37 Skara, Sweden
Ordinary
100%
Carlisle International B.V.
Industrieweg 16, 8263 AD Kampen, The Netherlands
Ordinary
100%

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CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Debtors

2023
2022
$000
$000

Amounts owed by group undertakings
48,225
19,604

Other debtors
26
50

Prepayments and accrued income
32
14

48,283
19,668


The Company participates in the Carlisle European cash pool in which all subsidiary companies contribute excess cash balances or draw current loan positions from the cash pool. The cash pool header company is Carlisle Acquisition I B.V. in the Netherlands. The contributing or loan balances are interest-bearing at SONIA +1%, ESTR +1% and SOFR +1% for the GBP, EUR and USD cashpools respectively.
Contributions of excess cash balances are recognised in amounts owed by group undertakings and drawing of loan positions from the cash pool are recognised in amounts owed to group undertakings.  


15.


Cash and cash equivalents

2023
2022
$000
$000

Cash at bank and in hand
5,356
4,065



16.


Creditors: Amounts falling due within one year

2023
2022
$000
$000

Trade creditors
28
393

Amounts owed to group undertakings
38,770
11,121

Corporation tax
466
-

Other creditors
494
27

39,758
11,541


The Company participates in the Carlisle European cash pool in which all subsidiary companies contribute excess cash balances or draw current loan positions from the cash pool. The cash pool header company is Carlisle Acquisition I B.V. in the Netherlands. The contributing or loan balances are interest-bearing at SONIA +1%, ESTR +1% and SOFR +1% for the GBP, EUR and USD cashpools respectively.
Contributions of excess cash balances are recognised in amounts owed by group undertakings and drawing of loan positions from the cash pool are recognised in amounts owed to group undertakings. 
Included in amounts owed to group undertakings is $15m (2022: $nil) of loan notes owed to other group entities. The loans are repayable by Dec-24 and attract 5.79% interest per annum.

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CARLISLE GLOBAL II LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Share capital

2023
2022
$000
$000
Allotted, called up and fully paid



1,382 (2022 - 1,382) Ordinary shares of $1.00 each
1
1



18.


Reserves

Share premium account

Represents the difference between consideration received and the nominal value of issued shares, less
any related issue costs incurred and is not distributable.

Profit and loss account

Represents the cumulative retained profits and losses and is distributable.


19.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to $27,000 (2022 - $39,000). Contributions totalling $Nil (2022 - $Nil) were payable to the fund at the balance sheet date and are included in creditors.


20.


Post balance sheet events

On September 07, 2023, Carlisle Companies Incorporated announced that it was commencing a process to sell Carlisle Interconnect Technologies. On May 21, 2024, Carlisle Companies Incorporated announced that it had completed the sale of Carlisle Interconnect Technologies to Amphenol Corporation (NYSE: APH). 
At the date of disposal, Carlisle Global II limited owned 96% of the shares Carlisle Interconnect Technologies Holdings Ltd. Carlisle Interconnect Technologies Holdings Ltd sold its investments in Carlisle Asia Pacific, CSL Manufacturing C.V., Carlisle Interconnect Technologies Switzerland GmbH, and Tri-Star Electronics SA. 


21.


Controlling party

The Company's immediate parent undertaking is Carlisle International Holdings Ltd, which is incorporated
in England and Wales.
The ultimate parent company is Carlisle Companies Incorporated, which is incorporated in the USA. This
company heads the largest and smallest group in which the company's results are consolidated. Copies of the financial statements of Carlisle Companies Incorporated may be obtained from the Company secretary at Carlisle Companies Corporate Headquarters, 16430 N. Scottsdale Road, Suite 400, Scottsdale, AZ 85254.


Page 24