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Registered number: 14225955










C. J. UPTON (DEMERGECO) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
COMPANY INFORMATION


Directors
J M T Upton 
K W Walpole 
T M Neale 




Registered number
14225955



Registered office
9 Brownhill Crescent
Rothley

Leicester

LE7 7LA




Independent auditor
MHA

Chartered Accountants & Statutory Auditors

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ





 
C. J. UPTON (DEMERGECO) LIMITED
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditor's Report
 
4 - 7
Statement of Comprehensive Income
 
8
Balance Sheet
 
9 - 10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 15


 
C. J. UPTON (DEMERGECO) LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Business review
 
The Company is the immediate parent Company of C.J. Upton Holdings Limited and remains dormant having never traded.

Directors' statement of compliance with duty to promote the success of the Company
 
In compliance with the Companies Act 2006, the Board of Directors are required to act in accordance with a set of general duties. During 2024, the Board of Directors consider that they have, individually and collectively, acted in good faith, would be most likely to promote the success of the Company for the benefits of its stakeholders as a whole, having regard to a number of broader matters including the likely consequences of decision for the long term and the Company's wider relationships. In doing so, the Board has had regard to matters contained in section 172(1) (a)-(f) of the Companies Act 2006. 


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



................................................
T M Neale
Director

Date: 5 June 2025

Page 1

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

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 judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

J M T Upton 
K W Walpole 
T M Neale 

Engagement with suppliers, customers and others

Details of engagement with suppliers, customers and others are included within the S172(1) Statement on page 1.  

Page 2

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Going concern

As the company is dormant with no liabilities, the Directors have a reasonable expectation that the Company can remain a viable, going concern for the foreseeable future. The Directors have not identified any material uncertainty in relation to going concern. The Company therefore continues to adopt the going concern basis in preparing the financial statements.

Streamlined Energy and Carbon Reporting ('SECR')
As permitted by the Companies (Directors Report) and Limited Partnerships (Energy and Carbon Report) Regulations 2018 ('SECR requirements'), the Company is exempt from disclosing separate energy use and emissions information in its Annual Report as these are included within the parent Company's energy use and emissions reporting on a Group basis. The information is reported within the Directors' Report of its parent undertaking, Uptonsteel Holdings Limited. 

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

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

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
T M Neale
Director

Date: 5 June 2025

9 Brownhill Crescent
Rothley
Leicester
LE7 7LA

Page 3

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C. J. UPTON (DEMERGECO) LIMITED
 

Opinion


We have audited the financial statements of C. J. Upton (Demergeco) Limited (the 'Company') for the year ended 31 December 2024, 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 2024 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 Auditor's 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 4

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C. J. UPTON (DEMERGECO) LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's 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 2, 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 5

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C. J. UPTON (DEMERGECO) LIMITED (CONTINUED)


Auditor's 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 Auditor's 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:
 
Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud.
Enquiry of entity staff in tax and compliance functions and external advisors to identify any instances of non-compliance with laws and regulations.
Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transations outside the normal course of business and reviewing accounting estimates for bias. 
Reviewing the financial statements disclosures and testing these to supporting documentation to assess compliance with applicable laws and regulations. 
Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud. 
Reviewing minutes of meetings of those charged with governance.


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 Auditor's 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 Auditor's 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.


Page 6

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C. J. UPTON (DEMERGECO) LIMITED (CONTINUED)





Shelley Harvey FCCA (Senior Statutory Auditor)
for and on behalf of
MHA, Statutory Auditor
Chartered Accountants & Statutory Auditors

Date: 5 June 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
Page 7

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

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 8

 
C. J. UPTON (DEMERGECO) LIMITED
REGISTERED NUMBER: 14225955

BALANCE SHEET
AS AT 31 DECEMBER 2024

31 December 2024
31 December 2023
Note
£
£

Fixed assets
  

Investments
 5 
100,000
100,000

  
100,000
100,000

  

Total assets less current liabilities
  
 
100,000
 
100,000

  

Net assets
  
100,000
100,000


Capital and reserves
  

Called up share capital 
 6 
50,000
50,000

Merger reserve
  
50,000
50,000

  
100,000
100,000


Page 9

 
C. J. UPTON (DEMERGECO) LIMITED
REGISTERED NUMBER: 14225955
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
T M Neale
Director

Date: 5 June 2025

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

Page 10

 
C. J. UPTON (DEMERGECO) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Merger reserve
Total equity

£
£
£


At 1 December 2022
-
-
-


Comprehensive income for the period

Shares issued during the period
50,000
-
50,000

Merger reserve created on group restructure
-
50,000
50,000



At 1 January 2024
50,000
50,000
100,000




At 31 December 2024
50,000
50,000
100,000


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

Merger reserve
Includes all balances arising on business combinations which were accounted for using merger accounting. All amounts are non-distributable. 

Page 11

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The entity is a private company limited by shares, which is incorporated in England and Wales. The registered office address is 9 Brownhill Crescent, Rothley, Leicester, LE7 7LA. The Company registration number is 14225955.

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.

The functional and presentational currency is British Pound Sterling (£).

 
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 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Uptonsteel Holdings Limited as at 31 December 2024 and these financial statements may be obtained from 21 Shaw Lane, Markfield, Leicester, LE67 9PU.

 
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.

 
2.4

Going concern

As the company is dormant with no liabilities, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the forseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements. 

Page 12

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.6

Prior period lengthened accouting period

The current year was that of a normal 12 month period ending 31 December 2024. The prior period relates to the 13 month period ending 31 December 2023.


3.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates. The cost of these services are borne by other group companies.


31 December
31 December
2024
2023
£
£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
2,000
2,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


4.


Employees




Staff costs for the year were £Nil (2023 - £Nil). 

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


     31 December
      31 December
        2024
        2023
            No.
            No.







Directors
3
3

The directors receive no remuneration for their services to the Company. 

Page 13

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
100,000



At 31 December 2024
100,000





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

C.J. Upton Holdings Limited
21 Shaw Lane, Markfield, Leicester, LE67 9PU
Ordinary
100%

Page 14

 
C. J. UPTON (DEMERGECO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



4,940,000 (2023 - 4,940,000) Ordinary A shares of £0.01 each
49,400
49,400
60,000 (2023 - 60,000) Ordinary B shares of £0.01 each
600
600

50,000

50,000



7.


Controlling party

The Company's immediate and ultimate parent company is Uptonsteel Holdings Limited. The smallest and largest group in which the results of the Company are consolidated is that headed by Uptonsteel Holdings Limited and copies of these financial statements are available from Companies House. 
The ultimate controlling parties are K W Walpole and T M Neale by virtue of their  majority shareholding in Uptonsteel Holdings Limited, the ultimate parent company of the Company.

Page 15