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Registered number: 11056105










CARLISLE INTERNATIONAL HOLDINGS LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

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
11056105



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 INTERNATIONAL HOLDINGS LTD
 

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 - 22


 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors, in preparing this strategic report, for Carlisle International Holdings 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 International Holdings Ltd is to act as a holding Company. The Company does not envisage any material changes in activity going forwards.

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.
    
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 and 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.

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


2023
2022
      $000
      $000

Operating (loss)

(34)

(31)
 
Profit on ordinary activities before taxation

270,708

37,722
 
Total shareholder's funds

356,396

196,688
 

The Company does not generate any income other than 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, profit on ordinary activities before taxation can vary year to year. 
The Company does not have any non-financial key performance indicators.

Page 1

 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

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

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.
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.

Page 2

 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

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


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



I R Reid
Director

Page 3

 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

 
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 $270,708,000 (2022 - $37,722,000).

The results for the year are in line with expectations. 
Dividends of $111,000,000 (2022 - $35,000,000) were paid in 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.

Engagement with suppliers, customers and others

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

Page 4

 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

 
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

There have been no significant events affecting the Company since the year end.

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 INTERNATIONAL HOLDINGS LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE INTERNATIONAL HOLDINGS LTD
 

Opinion


We have audited the financial statements of Carlisle International Holdings Ltd (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 INTERNATIONAL HOLDINGS LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE INTERNATIONAL HOLDINGS LTD (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 INTERNATIONAL HOLDINGS LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE INTERNATIONAL HOLDINGS LTD (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 INTERNATIONAL HOLDINGS LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE INTERNATIONAL HOLDINGS LTD (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 INTERNATIONAL HOLDINGS LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
$000
$000

Administrative expenses
  
(34)
(31)

Operating loss
  
(34)
(31)

Income from subsidiary investments
 6 
287,461
51,750

Net finance costs
 7 
(16,719)
(13,997)

Profit before tax
  
270,708
37,722

Profit for the financial year
  
270,708
37,722

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

The notes on pages 13 to 22 form part of these financial statements.

Page 10

 
CARLISLE INTERNATIONAL HOLDINGS LTD
REGISTERED NUMBER: 11056105

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
$000
$000

Fixed assets
  

Investments
 9 
538,232
538,232

Current assets
  

Debtors: amounts falling due within one year
 10 
-
328

Current liabilities
  
-
328

Creditors: amounts falling due within one year
 11 
(8,836)
(3,872)

Net current liabilities
  
 
 
(8,836)
 
 
(3,544)

Total assets less current liabilities
  
529,396
534,688

Creditors: amounts falling due after more than one year
 12 
(173,000)
(338,000)

Net assets
  
356,396
196,688


Capital and reserves
  

Called up share capital 
 13 
2
2

Capital contribution reserve
 14 
12,000
12,000

Profit and loss account
 14 
344,394
184,686

  
356,396
196,688


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 22 form part of these financial statements.

Page 11

 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

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


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

$000
$000
$000
$000


At 1 January 2022
2
12,000
181,964
193,966


Comprehensive income for the year

Profit for the year
-
-
37,722
37,722
Total comprehensive income for the year
-
-
37,722
37,722


Contributions by and distributions to owners

Dividends paid
-
-
(35,000)
(35,000)


Total transactions with owners
-
-
(35,000)
(35,000)



At 1 January 2023
2
12,000
184,686
196,688


Comprehensive income for the year

Profit for the year
-
-
270,708
270,708
Total comprehensive income for the year
-
-
270,708
270,708


Contributions by and distributions to owners

Dividends paid
-
-
(111,000)
(111,000)


Total transactions with owners
-
-
(111,000)
(111,000)


At 31 December 2023
2
12,000
344,394
356,396


The notes on pages 13 to 22 form part of these financial statements.

Page 12

 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

 
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 11056105. The nature of the Company's operations and principal activities is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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 a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 13

 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

 
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 directors' 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.
Whilst the Company has net current liabilities of $8.836m (2022: $3.544m), 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

Interest income

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

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 14

 
CARLISLE INTERNATIONAL HOLDINGS LTD
 

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

2.Accounting policies (continued)

 
2.8

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.

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.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

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.

 
2.11

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.

 
2.12

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.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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
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CARLISLE INTERNATIONAL HOLDINGS LTD
 

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

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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 with a documented risk management or investment strategy.

Derecognition of financial instruments
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CARLISLE INTERNATIONAL HOLDINGS LTD
 

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

2.Accounting policies (continued)


2.12
Financial instruments (continued)


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.

 
2.13

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.

  
2.14

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.
Deferred tax assets
The Company has carried forward tax losses and the Directors only recognise a deferred tax asset for these when they consider that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. As a result, no deferred tax asset has been recognised in these financial statements for the carried forward tax losses the Company has.

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CARLISLE INTERNATIONAL HOLDINGS LTD
 

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

4.


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


5.


Employees



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


        2023
        2022
            No.
            No.







Directors
2
2

The Directors remuneration totals $nil (2022: $nil) in the year as the Directors are remunerated through other entities within the Carlisle group.


6.


Income from subsidiary investments

2023
2022
$000
$000



Dividends received from subsidiary undertakings
287,461
51,750



7.


Net finance costs

2023
2022
$000
$000


Interest payable on issued loan notes
(16,521)
(13,707)

loss on foreign exchange
(60)
(315)

Interest (payable)/receivable on inter-company cashpool
(138)
25

(16,719)
(13,997)

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CARLISLE INTERNATIONAL HOLDINGS LTD
 

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

8.


Taxation


2023
2022
$000
$000

Current tax


Current tax on profits for the year
-
-

Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
-

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower 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 on ordinary activities before tax
270,708
37,722


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
63,671
7,167

Effects of:


Non-taxable income
(67,611)
(9,832)

Group relief
-
1,511

Losses carried forwards
3,940
1,154

Total tax charge for the year
-
-


Factors that may affect future tax charges

The Company has trading tax losses of $16,753k (2022: $nil) and non-trading tax losses of $6,001k (2022: $6,001k) that have been carried forward. No deferred tax assets have been recognised in respect of these tax losses as it is not considered probable that they will be recovered against the reversal of future deferred tax liabilities or other future taxable profits.

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CARLISLE INTERNATIONAL HOLDINGS LTD
 

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

9.


Fixed asset investments





Investments in subsidiary companies

$000



Cost


At 1 January 2023
538,232



At 31 December 2023
538,232


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Carlisle Global II Limited
Level 37 One Canada Square, Canary Wharf, London, England, E14 5DY
Ordinary
100%

Details of indirect holdings are included in Carlisle Global II Limited's financial statements.


10.


Debtors

2023
2022
$000
$000

Amounts owed by group undertakings
-
327

Other debtors
-
1

-
328


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. 

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CARLISLE INTERNATIONAL HOLDINGS LTD
 

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

11.


Creditors: Amounts falling due within one year

2023
2022
$000
$000

Trade creditors
-
6

Amounts owed to group undertakings
8,824
3,773

Accruals and deferred income
12
93

8,836
3,872


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 a $nil (2022: $3.7m) loan owed to a fellow group company. Interest was charged at 1.6% per annum and the principal value of the loan was repaid in August 2023.


12.


Creditors: Amounts falling due after more than one year

2023
2022
$000
$000

Amounts owed to group undertakings
173,000
338,000


Included in amounts owed to group undertakings are issued loan notes to a fellow group company totalling $173m ($338m). The issued loan notes attract 5% interest payable bi-annually and the principal value of the loan notes are repayable in full when they are due to mature in April 2029. $165m of the loan notes were repaid in advance during the year.


13.


Share capital

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



2,005 (2022 - 2,005) Ordinary shares of $1.00 each
2
2


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CARLISLE INTERNATIONAL HOLDINGS LTD
 

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

14.


Reserves

Capital contribution reserve

The capital contribution reserve represents additional contributions received with no obligation of repayment and is not distributable.

Profit and loss account

Represents the cumulative retained profits and losses and is distributable.


15.


Controlling party

The Company's immediate parent undertaking is Carlisle LLC, which is incorporated in the USA.
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 22