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Registered number: 00388288










ADSHEAD RATCLIFFE & COMPANY LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

COMPANY INFORMATION


Directors
J R Armstrong (appointed 4 December 2023)
I R Reid 
K P Kamienski (resigned 4 December 2023)




Company secretary
A T Motsi



Registered number
00388288



Registered office
Derby Road

Belper

Derbyshire

DE56 1WJ




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

1 Prospect Place

Pride Park

Millennium Way

Derby

DE24 8HG





 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27


 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face. The principal activity of the company is the manufacture and sale of sealant based products.
The Company generated a profit before tax in the year of £1,599,767 compared to £277,034 in the previous year. The Company saw an increase in turnover of 7.95% during the like for like period from the previous year
Trading conditions during the year remained challenging but gross profit margins have increased by 4.8% from 27.6% in 2022 to 32.5% in 2023. This is in part due to the overall decrease in raw materials costs. 
Capital investment has been agreed and planned for 2024/25 with the intention of continually improving production efficiencies and margins. The Company is targeting new markets and new products to enable us to take advantage of the opportunities in the market place and is therefore anticipating a strong performance for 2024/25.

Principal risks and uncertainties
 
As for many businesses our size, the current business environment continues to be challenging. The Company sources many of its supplies from overseas, particularly Europe and any  uncertainties in the market will impact on the Company particularly with regards to exchange rates. The Company also experiences fluctuations in the  availability and prices for raw materials. The directors have sought to address these risks by holding higher levels of raw material stocks, to ensure that customer demands are met, although levels have fallen as raw materials availbility has improved during the current year. This has had an impact upon cashflows during the year, with cashflow generated from operating activities significantly improving. Cashflow and interest risks are mitigated, as 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. With these risks and uncertainties in mind, the Directors are aware that any plans for future development will be subject to unforeseen events outside of our control. We expect to approach these issues with due caution, whilst nevertheless ensuring that the business is on a sound footing and remains an important manufacturer of premium products. 
The pension report, prepared in accordance with the requirements of FRS102, for the period ended 31 December 2023 indicates a gross surplus in the scheme of £1,946k compared to £2,124k at 31 December 2022. However as it is unlikely that any of this surplus will be recovered by the Company, either by reduced contributions going forward or a refund from the scheme, in accordance with FRS 102  the surplus has not been recognised in the financial statements for the period ended 31 December 2023 or 31 December 2022.
 

Financial key performance indicators
 
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross margin, EBITDA and cashflow.               

Summary

2023
2022
        £
        £
Turnover

19,970,655

18,499,117
 
Gross margin

6,496,538

5,109,584
 
Gross profit %

33

28
 
EBITDA

1,691,372

438,413
 
Operating Cashflow (excluding Group)

4,525,824

686,920
 

Page 1

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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


This report was approved by the board on 19 August 2024 and signed on its behalf.



I R Reid
Director

Page 2

 
ADSHEAD RATCLIFFE & COMPANY 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;

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.

Principal activity

The Company's principal activity is the manufacture and sale of sealants, coatings and adhesives and construction related accessories.

Results and dividends

The profit for the year, after taxation, amounted to £1,190,349 (2021:£218,011).

Dividends of £2,500,000 were paid in the period (31 December 2022: £Nil). No further dividends are recommended.

Directors

The directors who served during the year were:

J R Armstrong (appointed 4 December 2023)
I R Reid 
K P Kamienski (resigned 4 December 2023)

Future developments

There are no planned changes to future trading which affect the Company, with the exception of the on-going capital investment noted in the Strategic report.

Page 3

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

Financial instruments

The Company's operations expose it to a variety of financial risks that include the effects of changes in debt market prices, credit risk, liquidity risk and foreign exchange risk. The Company has a risk management programme that seeks to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and finance costs. The Company has implemented policies that require appropriate credit checks before a sale is made. Cashflow and interest risks are mitigated, as the Company participates in the Carlisle European cash pool. Further details are included in the Strategic report.

Qualifying third party indemnity provisions

Qualifying third party indemnity provisions were in place during the year for the directors.

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 19 August 2024 and signed on its behalf.
 





I R Reid
Director

Page 4

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADSHEAD RATCLIFFE & COMPANY LIMITED
 

Opinion


We have audited the financial statements of Adshead Ratcliffe & Company 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 5

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADSHEAD RATCLIFFE & COMPANY 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 3, 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 6

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADSHEAD RATCLIFFE & COMPANY 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/review of correspondence around actual and           potential litigation and claims, including instances of non-compliance with laws and regulations and fraud;
• Reviewing minutes of meetings of those charged with governance where available;
• 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, the    estimates and judgements in relation to the assets and liabilities of the defined benefit pension scheme;    analytical procedures to identify any unexpected or unusual relationships that might indicate material    misstatement due to fraud.
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 7

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADSHEAD RATCLIFFE & COMPANY 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
Pride Park
Millennium Way
Derby
DE24 8HG

20 August 2024
Page 8

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
19,970,665
18,499,117

Cost of sales
  
(13,474,127)
(13,389,533)

Gross profit
  
6,496,538
5,109,584

Distribution costs
  
(1,470,878)
(1,698,470)

Administrative expenses
  
(3,545,113)
(3,138,855)

Operating profit
 5 
1,480,547
272,259

Interest receivable and similar income
 9 
124,091
4,775

Interest payable and similar expenses
 10 
(4,871)
-

Profit before tax
  
1,599,767
277,034

Tax on profit
 11 
(409,418)
(59,023)

Profit for the financial year
  
1,190,349
218,011

Other comprehensive income:
  

Items that will not be reclassified to profit or loss:
  

Actuarial losse/(gains) on defined benefit pension scheme
 20 
157,000
(1,842,000)

Return on assets, excluding interest income
 20 
71,000
1,578,000

Change in the amount of surplus that is not recoverable, excluding net interest income
 20 
(228,000)
264,000

  
-
-

Total comprehensive income for the year
  
1,190,349
218,011

The notes on pages 12 to 27 form part of these financial statements.

Page 9

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
REGISTERED NUMBER: 00388288

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
827,151
971,039

  
827,151
971,039

Current assets
  

Stocks
 13 
3,065,489
4,674,060

Debtors: amounts falling due within one year
 14 
7,249,644
5,356,714

Cash at bank and in hand
 15 
-
974

  
10,315,133
10,031,748

Creditors: amounts falling due within one year
 16 
(3,105,714)
(1,634,751)

Net current assets
  
 
 
7,209,419
 
 
8,396,997

Total assets less current liabilities
  
8,036,570
9,368,036

Provisions for liabilities
  

Deferred tax
 17 
(49,544)
(71,359)

Net assets
  
7,987,026
9,296,677


Capital and reserves
  

Called up share capital 
 18 
576,480
576,480

Other reserves
 19 
102,530
102,530

Profit and loss account
 19 
7,308,016
8,617,667

  
7,987,026
9,296,677


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 August 2024.




I R Reid
Director

The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
576,480
102,530
8,399,656
9,078,666


Comprehensive income for the year

Profit for the year
-
-
218,011
218,011
Total comprehensive income for the year
-
-
218,011
218,011



At 1 January 2023
576,480
102,530
8,617,667
9,296,677


Comprehensive income for the year

Profit for the year
-
-
1,190,349
1,190,349
Total comprehensive income for the year
-
-
1,190,349
1,190,349


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(2,500,000)
(2,500,000)


At 31 December 2023
576,480
102,530
7,308,016
7,987,026


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

1.


General information

Adshead Ratcliffe & Company Limited (the Company) is a private company limited by shares  incorporated in the England and Wales  under the Companies Act 2006 and registered in England and Wales. Its registered office is disclosed within the company information page.
The principal activity of the Company is the manufacture and sale of sealants, coatings and adhesives and construction related accessories.

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 financial statements are rounded to the nearest £.

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 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 31 December 2023 and these financial statements may be obtained from 16430 N.Scottsdale Road, Suite 400 Scottsdale, AZ 85254.

 
2.3

Going concern

After reviewing the Company's budgets, the directors have a reasonable expectation that the Company has adequate resources, including access to the Carlisle Group cash pools which are used for capital and operational purposes, to continue in operational existence for 12 months from the date of the approval of the financial statements. The Company therefore continues to adopt the going concern basis in preparing its financial statements. 

Page 12

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is recognised upon despatch of goods.

 
2.6

Operating leases: Lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Interest income

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

Page 13

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

2.Accounting policies (continued)

 
2.8

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.

 
2.9

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.

Defined benefit pension scheme
The Company operates a defined benefit pension scheme.
The scheme provides benefits based on final pensionable pay, and the assets of the scheme are held separately from those of the company in an independently administered fund. The scheme was closed to future accruals with effect from July 2007. Contributions are made based upon the recommendations of qualified actuaries and are charged to the profit and loss account so as to spread the cost of providing pensions over employees working lives with the company. 
The cost of the defined benefit pension plan and other post-employment medical benefits and the present value of the pension obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate, management considers the interest rates of corporate bonds in currencies consistent with the currencies of the post-employment benefit obligation with at least an AA rating or above, as set by an internationally acknowledged rating agency, and extrapolated as needed along the yield curve to correspond with the expected term of the defined benefit obligation. The underlying bonds are further reviewed for quality. Those having excessive credit spreads are excluded from the analysis of bonds on which the discount rate is based, on the basis that they do not represent high quality corporate bonds.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at intervals in response to demographic changes.
Future salary increases and pension increases are based on expected future inflation rates for the respective countries.
Further details about pension obligations are given in Note 20.

Page 14

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
10-33%
Motor vehicles
-
33%
Fixtures and fittings
-
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Assets in the course of construction are not depreciated. An asset is depreciated, once it is available for use.

Page 15

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

2.Accounting policies (continued)

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

Debtors

Short term debtors are measured at transaction price, less any impairment.

 
2.14

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.  

 
2.15

Creditors

Short-term creditors are measured at the transaction price.

 
2.16

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.

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 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
Page 16

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

2.Accounting policies (continued)


2.16
Financial instruments (continued)

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.

 
2.17

Dividends

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.


3.


Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There are no key sources of estimation uncertainty. The key areas of judgement are:
Defined benefit scheme
The Company has an obligation to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including: life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management take external specialist advice in estimating these factors in determining the net pension obligation. The assumptions reflect historical experience and current trends. See note 20 for the disclosures relating to the defined benefit scheme. 

Page 17

 
ADSHEAD RATCLIFFE & COMPANY 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
£
£

Manufacture and sale of sealant based products
19,970,665
18,499,117


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
15,473,849
14,708,447

Rest of Europe
1,825,451
3,046,134

Rest of the world
2,671,365
744,536

19,970,665
18,499,117



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
207,444
179,261

Exchange differences
(22,456)
57,671

Defined contribution pension cost
103,472
81,981

Operating lease rentals
279,668
223,128


6.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
28,500
28,500

Page 18

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

7.


Employees

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


2023
2022
£
£

Wages and salaries
2,638,168
2,069,456

Social security costs
279,722
193,484

Pension costs
163,472
136,981

3,081,362
2,399,921


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


        2023
        2022
            No.
            No.







Production
49
41



Distribution
5
4



Office and management
23
36

77
81


8.


Directors' remuneration

2023
2022
£
£

Fees for directors' services
-
27,596



9.


Interest receivable

2023
2022
£
£


Other interest receivable - on cashpool balances
124,091
4,775


10.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
4,871
-

Page 19

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
430,859
59,449

Adjustments in respect of previous periods
374
12


Total current tax
431,233
59,461

Deferred tax


Origination and reversal of timing differences
(54,584)
(333)

Changes to tax rates
(3,434)
(105)

Adjustment in respect of prior periods
36,203
-

Total deferred tax
(21,815)
(438)


Taxation on profit on ordinary activities
409,418
59,023

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
£
£


Profit on ordinary activities before tax
1,599,767
277,034


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
376,265
52,636

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
10
6,480

Tax rate changes
(3,434)
(105)

Adjustments to tax charge in respect of prior periods
36,577
12

Total tax charge for the year
409,418
59,023


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

12.


Tangible fixed assets





Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£



Cost 


At 1 January 2023
3,055,340
40,023
112,480
3,207,843


Additions
43,415
14,732
8,790
66,937


Disposals
(931,235)
(40,023)
(94,590)
(1,065,848)



At 31 December 2023

2,167,520
14,732
26,680
2,208,932



Depreciation


At 1 January 2023
2,098,361
40,023
98,420
2,236,804


Charge for the year on owned assets
199,686
818
6,940
207,444


Disposals
(927,855)
(40,023)
(94,589)
(1,062,467)



At 31 December 2023

1,370,192
818
10,771
1,381,781



Net book value



At 31 December 2023
797,328
13,914
15,909
827,151



At 31 December 2022
956,979
-
14,060
971,039


13.


Stocks

2023
2022
£
£

Raw materials and consumables
1,682,054
3,007,835

Work in progress (goods to be sold)
25,270
66,759

Finished goods and goods for resale
1,358,165
1,599,466

3,065,489
4,674,060


The carrying value of stocks are stated net of impairment losses totalling £605,760 (2022 - £1,003,154). Impairment losses totalling £241,213 (2022 - £1,003,154)were recognised in the profit and loss.



 

Page 21

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

14.


Debtors

2023
2022
£
£


Trade debtors
1,830,314
2,061,906

Amounts owed by group undertakings
5,284,139
3,197,777

Prepayments and accrued income
135,191
97,031

7,249,644
5,356,714


Included within amounts due from group undertakings is £953,178 (2022: £953,178) which was a loan made by the Company to Arbo (Holdings) Limited to provide financial assistance to purchase the shares of the Company. The loan is unsecured, interest free and repayable on demand.
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
£
£

Cash at bank and in hand
-
974



16.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,463,344
434,423

Corporation tax
42,892
59,449

Other taxation and social security
514,326
624,439

Other creditors
79,364
5,815

Accruals and deferred income
1,005,788
510,625

3,105,714
1,634,751


Page 22

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

17.


Deferred taxation




2023


£






At beginning of year
(71,359)


Charged to profit or loss
21,815



At end of year
(49,544)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(139,932)
(124,544)

Other short term temporary differences
90,388
53,185

(49,544)
(71,359)


The expected net reversal of deferred tax is not considered to be material to the accounts.


18.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



576,480 (2022 - 576,480) Ordinary shares of £1.00 each
576,480
576,480



19.


Reserves

Other reserves

The other reserve is a capital redemption reserve which arose on the repurchase of issued shares and is non distributable. 

Profit and loss account

Included are all current and prior period profit and losses.  These relate to distributable reserves.

Page 23

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

20.


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 £103,472 (2022: £81,981).
There was £Nil of outstanding contributions at 31 December 2023 (2022: £Nil).

The Company operates a Defined benefit pension scheme.

The scheme provides benefits based on final pensionable pay, and the assets of the scheme are held separately from those of the company in an independently administered fund.  The scheme was closed to future accruals with effect from July 2007. Contributions are made based upon the recommendations of qualified actuaries and are charged to the profit and loss account so as to spread the cost of providing pensions over employees' working lives with the company.



Reconciliation of present value of plan liabilities:


2023
2022
£
£

Reconciliation of present value of plan liabilities


At the beginning of the year
4,386,000
6,388,000

Interest expense
208,000
113,000

Actuarial gains/losses
157,000
(1,842,000)

Benefits paid
(294,000)
(273,000)

At the end of the year
4,457,000
4,386,000



Reconciliation of present value of plan assets:


2023
2022
£
£


At the beginning of the year
6,510,000
8,286,000

Interest income
313,000
147,000

Return on assets excluding interest income
(71,000)
(1,578,000)

Contributions
60,000
60,000

Benefits paid
(294,000)
(273,000)

Scheme administrative costs
(115,000)
(132,000)

Derecognition of surplus
(1,946,000)
(2,124,000)

At the end of the year
4,457,000
4,386,000

Page 24

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
20.Pension commitments (continued)


Composition of plan assets:


2023
2022
£
£


Buy and Maintain Credit
1,815,000
2,418,000

Multi Sector Credit
701,000
679,000

Cash and deposits
1,518,000
1,200,000

LDI
2,369,000
2,213,000

Total plan assets
6,403,000
6,510,000

2023
2022
£
£


Fair value of plan assets
4,457,000
4,386,000

Present value of plan liabilities
(4,457,000)
(4,386,000)

Net pension scheme liability
-
-


The amounts recognised in profit or loss are as follows:

2023
2022
£
£


Scheme administration expenses
(115,000)
(132,000)



The cumulative amount of actuarial gains and losses recognised in the Statement of comprehensive income was £Nil (2022 : £Nil).



The Company expects to contribute £60,000 to its Defined benefit pension scheme in 2024.

2023
2022
£
£



Actual return less interest income included in net interest income
157,000
(1,842,000)

Experience gains and losses arising on the scheme liabilities
71,000
1,578,000

Changes in amounts of surplus that is not recoverable
(228,000)
264,000

-
-

Page 25

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
20.Pension commitments (continued)


Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2023
2022
%
%
Discount rate


4.5

4.9
 
Future pension increases


3.0

3.1
 
Inflation assumptions (CPI)


2.5

2.5
 
Inflation assumption (RPI)


3.0

3.1
 
Mortality rates



 
- for a male aged 65 now


21.5

22.0
 
- at 65 for a male aged 45 now


23.8

24.2
 
- for a female aged 65 now


22.8

23.3
 
- at 65 for a female member aged 45 now


25.2

25.6
 


Lowering the discount rate by 0.25% per annum would increase the value of scheme liabilities by £104,000 . Changing the life expectancy by a long term rate of improvement by 1.5% would increase liabilities by £23,000. Increasing the rate of inflation (RPI) and associated assumptions by 0.25% per annum would increase liabilities by £66,000.


Amounts for the current and previous four periods are as follows:


Defined benefit pension schemes

2023
2022
2021
2020
2019
£
£
£
£
£
Defined benefit obligation

(4,457,000)

(4,386,000)

(6,388,000)
 
(6,879,000)
 
(6,356,000)

Scheme assets

6,403,000

6,510,000

8,286,000
 
8,125,000
 
7,313,000

Surplus
1,946,000

2,124,000

1,898,000
 
1,246,000
 
957,000


Experience adjustments on scheme liabilities
157,000
1,842,000
(281,000)
(613,000)
(584,000)
Experience adjustments on scheme assets
71,000
(1,578,000)
161,000
812,000
821,000
228,000
264,000
(120,000)
199,000
237,000


Page 26

 
ADSHEAD RATCLIFFE & COMPANY LIMITED
 

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

21.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
278,268
237,004

Later than 1 year and not later than 5 years
117,823
217,210

396,091
454,214


22.


Related party transactions

The Company has taken advantage of the exemption available within Financial Reporting Standard 102 not to disclose details of any transactions between itself and fellow group undertakings on the basis that it is a subsidiary undertaking where 100% of the voting rights are controlled within the group whose consolidated accounts are publicly available.
Key management personnel remuneration in the period totalled £228,937 (2022: £165,759). Fees in relation to directors' services are included in note 8 to the financial statements.


23.


Ultimate parent company

At 31 December 2023, the immediate parent undertaking was Arbo (Holding) Limited due to their 100% interest in the equity share capital of the Company. Copies of the consolidated accounts are publicly available and can be obtained from the Company's registered office at Derby Road, Belper, Derbyshire DE56 1WJ.
At 31 December 2023, the ultimate parent undertaking was Carlisle Companies Inc due to their 100% interest in the equity share capital of the immediate parent undertaking. There is no one controlling party as no one person or party holds greater than 50% of the issued share capital of that company. Copies of the parent company's accounts can be obtained from www.carlisle.com. The registered office of the ultimate parent company is: 16430 N.Scottsdale Road, Suite 400 Scottsdale, AZ 85254.


Page 27