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Registered number: 06056166









HOULDER ENGINEERING GROUP LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
HOULDER ENGINEERING GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
S J Hill 
R W A Hare 
M E V Goalen 
J D Srachan 




Registered number
06056166



Registered office
Leytonstone House
3 Hanbury Drive

London

England

E11 1GA




Independent auditors
Barnes Roffe LLP
Chartered Accountants 
Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA





 
HOULDER ENGINEERING GROUP LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Profit and loss account
 
9
Balance sheet
 
10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 15


 
HOULDER ENGINEERING GROUP LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
The directors report that the group made a profit after tax of £667,202 (2022 - £5,888,928). This result reflects a return to normal trading performance.
Houlder continues to demonstrate strength in technical delivery and longstanding deep client relationships in all of its marine, defence and energy sectors.
The board recognises that changes in Houlder’s key market sectors present significant opportunities for the business, particularly the need to rise to the challenges of a transition to a lower carbon world.

Principal risks and uncertainties
 
Strategic risks
Two themes prevail in the markets Houlder serves – the transition to low carbon energy production and the decarbonisation of shipping. Each gives rise to challenge and opportunity through which we support our clients with advisory, design and engineering and implementation services. The board continues to direct the development of our capabilities to address growing demand in offshore renewables, marine and defence sectors.
All of those engaged in marine activity face significant challenges in the energy transition to net zero. This will impact new vessels and equipment and drive a need to retrofit clean technologies to existing assets. The board is focused on ensuring that the group’s activities evolve to help its clients meet these challenges.
Several adverse geopolitical factors which affected global trade and supply chains during 2023 persist into 2024 such as the war in Ukraine, rising energy prices and the insecurity of Red Sea shipping routes. The economic environment is uncertain but Houlder expects to prove resilient despite these headwinds. Increased emphasis on energy security for example will help sustain investment in our key markets. For our clients, however, investment decisions are becoming increasingly complex in the face of market volatility from foreign exchange to commodity prices.
We are confident, however, that we have the financial and operational strength to withstand the various challenges, support our clients through the crises and continue serving them, whilst pursuing our growth plans.
The group will continue to refine its operating model to keep risk and return at acceptable levels.
Financial risks
The group's sales and purchases are denominated mainly in GBP.
Liquidity and cash flow risk are managed through agreeing appropriate payment terms with clients and suppliers.
Operational risks
Operational risks are mitigated by the group's commitment to quality assurance. Houlder is accredited to ISO 9001 and operates under a Business Quality Management System (BQMS).
Project risks
All hazards and risks are evaluated through the project and HSE functions within the group and mitigated using the group’s HSE management systems.

Page 1

 
HOULDER ENGINEERING GROUP LIMITED
 

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

Financial key performance indicators
 
The directors actively review the monthly management accounts, forecasts, and cash levels as key indicators to monitor the performance of the group.

Other key performance indicators
 
The group’s BQMS helps formalise a culture of objective setting and performance measurement of a broad range of KPIs including health and safety.
Future developments
The directors continually strive to invest in safety, project management and product development to ensure that the highest level of service is provided to our clients.
Sustainability is at the heart of Houlder's business and accordingly the directors are taking steps to baseline and improve its Environmental, Social and Governance (ESG) performance. A plan is in place to chart a path to net zero carbon.


This report was approved by the board on 18 September 2024 and signed on its behalf.



S J Hill
Director

Page 2

 
HOULDER ENGINEERING GROUP 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 principal activity of Group is the design, engineering and management of projects and the supply of equipment for its clients in the offshore oil & gas, marine, defence and offshore renewable energy industries. The company remains dormant.

Directors

The directors who served during the year were:

M J Hutton (resigned 20 April 2023)
S A Harris (resigned 20 April 2023)
S J Hill 
R W A Hare 
M E V Goalen (appointed 20 April 2023)
J D Srachan (appointed 20 April 2023)

Page 3

 
HOULDER ENGINEERING GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 18 September 2024 and signed on its behalf.
 





S J Hill
Director

Page 4

 
HOULDER ENGINEERING GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOULDER ENGINEERING GROUP LIMITED
 

Opinion


We have audited the financial statements of Houlder Engineering Group Limited (the 'Company') for the year ended 31 December 2023, which comprise the Profit and loss account, 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 result 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.


Page 5

 
HOULDER ENGINEERING GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOULDER ENGINEERING GROUP LIMITED (CONTINUED)


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.


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

 
HOULDER ENGINEERING GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOULDER ENGINEERING GROUP 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:

Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities we considered the following:
 
Obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the company operates in and how the company is complying with the legal and regulatory frameworks;
Enquired of management, and those charged with governance, about their own identification and
assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
Discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
 
Any instances of non-compliance with laws and regulations identified and communicated were considered in our audit approach. The most significant laws and regulations were determined as follows:
UK GAAP FRS 102 and Companies Act; and
Tax compliance regulations.

Additional audit procedures performed by the audit engagement team included:
Review of the financial statement disclosures and testing to supporting documentation;
Completion of disclosure checklists to identify areas of non-compliance.

The areas that we identified as being susceptible to material misstatement due to fraud were:
Revenue Recognition;
Management Override; and
Share based payments
 
Audit procedures in response to the identified areas above:
Obtaining an understanding of the processes and controls around revenue recognition;
Evaluation of the appropriateness of the accounting policies;
Testing the appropriateness of journal entries and other adjustments;
Assessing whether the judgements made in making accounting estimates are indicative of a potential bias;
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Page 7

 
HOULDER ENGINEERING GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOULDER ENGINEERING GROUP LIMITED (CONTINUED)



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.


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.





Stuart Moon (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants
Statutory Auditor
Leytonstone House
Leytonstone
London
E11 1GA

24 September 2024
Page 8

 
HOULDER ENGINEERING GROUP LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Company has not traded during the year or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither profit or loss.


  



Page 9

 
HOULDER ENGINEERING GROUP LIMITED
REGISTERED NUMBER: 06056166

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 5 
516,425
516,425

Current assets
  

Debtors: amounts falling due within one year
 6 
794,897
227

Cash at bank and in hand
 7 
100
100

  
794,997
327

  

Net assets
  
1,311,422
516,752


Capital and reserves
  

Called up share capital 
 8 
200
100

Share premium account
 9 
794,570
-

Profit and loss account
 9 
516,652
516,652

  
1,311,422
516,752


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 September 2024.




S J Hill
Director

The notes on pages 12 to 15 form part of these financial statements.

Page 10

 
HOULDER ENGINEERING GROUP LIMITED
 

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


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

£
£
£
£


At 1 January 2022
100
-
516,652
516,752



At 1 January 2023
100
-
516,652
516,752


Contributions by and distributions to owners

Shares issued during the year
100
794,570
-
794,670


At 31 December 2023
200
794,570
516,652
1,311,422


The notes on pages 12 to 15 form part of these financial statements.

Page 11

 
HOULDER ENGINEERING GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Houlder Engineering Group Limited ("the company") is a company limited by shares, incorporated in England and Wales. Its registered office is Leytonstone House, 3 Hanbury Drive, London, E11 1GA.

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.

 
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);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of CC223 Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.

 
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 any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.


3.


Auditors' remuneration

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


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
5,000
5,000

Page 12

 
HOULDER ENGINEERING GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Employees

No employees or directors are remunerated through this company.





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


        2023
        2022
            No.
            No.







Directors
4
4


5.


Fixed asset investments

Accounting Policy: Fixed asset investments
Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.
Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
516,425



At 31 December 2023
516,425




Page 13

 
HOULDER ENGINEERING GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Houlder Limited
Leytonstone House, 3 Hanbury Drive, England, E11 1GA
Ordinary
100%


6.


Debtors


Accounting Policy: Debtors
Short term debtors are measured at transaction price, less any impairment.
The company only enters into basic financial instruments transactions that result in the recognition of financial assets like trade and other accounts receivable.
Debt instruments that are receivable within one year, typically receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be received.
Critical Accounting Estimates and Judgements: Impairment of Debtors
The management make an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, factors including the credit rating of the debtor, the ageing profile of debtors and historical experience are considered.


2023
2022
£
£


Amounts owed by group undertakings
794,897
227



7.


Cash and cash equivalents

Accounting Policy: 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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.


2023
2022
£
£

Cash at bank and in hand
100
100



8.


Share capital

Page 14

 
HOULDER ENGINEERING GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2023
2022
£
£
Allotted, called up and fully paid



999,999 (2022 - 999,999) Ordinary A shares of £0.0001 each
100
100
999,978 (2022 - 1) Ordinary B shares of £0.0001 each
100
-

200

100


During the year the company issued 999,977 Ordinary B shares of £0.0001 for consideration of £794,670 on the exercise of share options. The excess of the consideration over the par value of the shares has been credited to a share premium account.


9.


Reserves

Share premium account

The share premium account consists of the excess money received for shares issued above the par value.

Profit and loss account

The Profit and loss account consists of distributable reserves arising from cumulative historical profits and losses less any distributions made.


10.


Related party transactions

Transactions with group companies are not disclosed by virtue of the exemption claimed under FRS102 paragraph 33.1A. The group publishes consolidated accounts.


11.


Controlling party

Houlder Engineering Group Limited is 100% owned by CC223 Limited.

Page 15