| REGISTERED NUMBER: |
| STRATEGIC REPORT, DIRECTORS' REPORT AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| SPANFAX LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, DIRECTORS' REPORT AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| SPANFAX LIMITED |
| SPANFAX LIMITED (REGISTERED NUMBER: 02643727) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Directors' Report | 3 |
| Independent Auditors' Report | 4 |
| Statement of Income and Retained Earnings | 6 |
| Balance Sheet | 7 |
| Notes to the Financial Statements | 8 |
| SPANFAX LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| INDEPENDENT AUDITORS: |
| Chartered Certified Accountants |
| Statutory Auditors |
| Ingram House |
| Meridian Way |
| Norwich |
| Norfolk |
| NR7 0TA |
| SOLICITORS: |
| 1 St James Court |
| Whitefriars |
| Norwich |
| Norfolk |
| NR3 1RU |
| SPANFAX LIMITED (REGISTERED NUMBER: 02643727) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| The directors present their Strategic Report for the year ended 31 August 2022. |
| PRINCIPAL ACTIVITY |
| The principal activity of the business is to hold the shares of Structure-flex Limited. |
| REVIEW OF THE BUSINESS |
| The profit for the year amounted to £2,307,174 (2023 - £72,000). |
| Given the company is a holding company and does not trade, the company's directors are of the opinion that analysis of key performance indicators is not necessary for an understanding of the development, performance or position of the business. |
| PRINCIPAL RISKS AND UNCERTAINTIES AND FINANCIAL RISK MANAGEMENT |
| The directors of Resolute Corporate Holdings Limited manage the group's operations on a group wide basis. For this reason, the company's directors believe that disclosure of the principal risks and uncertainties and financial risk management of the company and analysis using key performance indicators for the company are not necessary or appropriate for an understanding of the development, performance and position of the business of Spanfax Limited. |
| FUTURE OUTLOOK |
| The directors expect the company to continue receiving and paying out dividends. |
| ON BEHALF OF THE BOARD: |
| SPANFAX LIMITED (REGISTERED NUMBER: 02643727) |
| DIRECTORS' REPORT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 August 2024. |
| DIVIDENDS |
| Particulars of dividends paid are detailed in note 8 to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 September 2023 to the date of this report. |
| MATTERS INCLUDED IN THE STRATEGIC REPORT |
| Details regarding a review of the business, including future developments, principal risk and uncertainties are provided in the Strategic Report on page 2. |
| POST BALANCE SHEET EVENTS |
| There have been no significant events affecting the company since the year end. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| 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 prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | make judgements and accounting estimates that are reasonable and prudent; and |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. |
| The directors 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. |
| DISCLOSURE OF INFORMATION TO AUDITORS |
| In the case of each director in office at the date the Directors' Report is approved: |
| - | so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and |
| - | they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| CG LEE Limited, having expressed their willingness to continue in office, will be deemed reappointed for the next financial year in accordance with Section 487(2) of the Companies Act 2006 unless the company receives notice under Section 488(1) of the Act. |
| ON BEHALF OF THE BOARD: |
| INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
| SPANFAX LIMITED |
| Opinion |
| We have audited the financial statements of Spanfax Limited (the 'company') for the year ended 31 August 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 August 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the 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 where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
| SPANFAX LIMITED |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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. |
| - | discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation; |
| - | evaluating management's controls designed to prevent and detect irregularities; |
| - | identifying and testing of journal entries for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business; and |
| - | reviewing significant accounting estimates for management bias. |
| There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
| 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 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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. |
| for and on behalf of |
| Chartered Certified Accountants |
| Statutory Auditors |
| Ingram House |
| Meridian Way |
| Norwich |
| Norfolk |
| NR7 0TA |
| SPANFAX LIMITED (REGISTERED NUMBER: 02643727) |
| STATEMENT OF INCOME AND |
| RETAINED EARNINGS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER |
| OPERATING PROFIT | 6 |
| Income from shares in group undertakings |
| PROFIT BEFORE TAXATION |
| Tax on profit | 7 |
| PROFIT FOR THE FINANCIAL YEAR |
| Dividends | 8 | ( |
) | ( |
) |
| SPANFAX LIMITED (REGISTERED NUMBER: 02643727) |
| BALANCE SHEET |
| 31 AUGUST 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Investments | 9 |
| CURRENT ASSETS |
| Debtors | 10 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Share premium | 12 |
| Capital redemption reserve | 12 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SPANFAX LIMITED (REGISTERED NUMBER: 02643727) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 1. | STATUTORY INFORMATION |
| Spanfax Limited is a |
| The company's principal activity is set out in the Strategic Report on page 2. |
| 2. | STATEMENT OF COMPLIANCE |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The principal accounting policies of the company applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. |
| Basis of accounting |
| These financial statements are prepared on a going concern basis, under the historical cost convention. The financial statements are presented in pound sterling which is the company's functional currency. |
| The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4. |
| Exemption for qualifying entities under FRS 102 |
| FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notification of, and no objection to, the use of exemptions by the company’s shareholders. The company has taken advantage of the following exemptions: |
| (i) | from disclosing the related party transactions between the company, its parent undertaking and wholly owned subsidiaries within the Resolute Corporate Holdings Limited group. |
| (ii) | from preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in the financial statements of its ultimate parent, Resolute Corporate Holdings Limited, includes the company's cash flows. |
| (iii) | from disclosing the company key management personnel compensation, as required by FRS 102 paragraph 33.7 |
| Preparation of consolidated financial statements |
| The financial statements contain information about Spanfax Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent Resolute Corporate Holdings Limited, whose registered office is Ingram House, Meridian Way, Norwich, Norfolk, NR7 0TA. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are held at cost less accumulated impairment losses. Impairment reviews are performed by the company when there has been an indication of potential impairment. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| SPANFAX LIMITED (REGISTERED NUMBER: 02643727) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| 4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| Critical judgements in applying the company's accounting policies |
| There are no critical judgements in applying the company's accounting policies. |
| Critical accounting estimates and assumptions |
| The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. |
| Impairment of investments |
| Determining whether the company's investments in subsidiaries have been impaired requires estimations of the investments' values in use. The value in use calculations require the entity to estimate the future cash flows expected to arise from the investments. See note 9 for the carrying amount of investments in subsidiaries at the balance sheet date. |
| 5. | EMPLOYEES AND DIRECTORS |
| There were no staff costs for the current or prior year. |
| No director received any remuneration for their services to the company during the current or prior year. |
| 6. | OPERATING PROFIT |
| The parent company, Resolute Corporate Holdings Limited, has borne the cost of the company's audit for the current and prior year. |
| 7. | TAXATION |
| The company's income derives wholly from tax exempt dividends and therefore no liability to UK corporation tax arose during the current or prior year. |
| 8. | DIVIDENDS |
| 2024 | 2023 |
| £ | £ |
| Interim equity dividends declared and paid during the year on: |
| Ordinary shares of £1 each | 2,307,174 | 72,000 |
| SPANFAX LIMITED (REGISTERED NUMBER: 02643727) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 9. | INVESTMENTS |
| 2024 | 2023 |
| £ | £ |
| Shares in group undertakings | 390,000 | 390,000 |
| Loans in group undertakings | 10,000 | 10,000 |
| 400,000 | 400,000 |
| The subsidiary companies of the company at 31 August 2024, which are wholly owned and incorporated in the United Kingdom, are listed below. |
Subsidiary Undertaking |
Proportion of voting rights and ordinary share capital held |
Registered office |
Principal activity |
| Structure-flex Limited | 100% | 33 Holt Road | Manufacturer of flexible |
| (held directly) | Cromer | plastic fabrications |
| Norfolk NR27 9EB |
| IBC Transport Containers Limited | 100% | Ingram House | Non-trading subsidiary |
| (held indirectly) | Meridian Way |
| Norwich |
| Norfolk NR7 0TA |
| The directors believe that the carrying value of the investments is supported by their underlying value. |
| 10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed by group undertakings |
| Amounts owed by group undertakings are unsecured, interest free and have no fixed date of repayment. |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 58,461 | 58,461 |
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. |
| 12. | RESERVES |
| Share premium account |
| This reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium. |
| Capital redemption reserve |
| This reserve records the nominal value of shares repurchased by the company. |
| SPANFAX LIMITED (REGISTERED NUMBER: 02643727) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 13. | PARENT AND ULTIMATE CONTROLLING PARTY |
| The ultimate parent company is |
| The directors are of the opinion that there is no ultimate controlling party. |
group financial statements are drawn up. Copies of the consolidated financial statements of |