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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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C. J. UPTON (DEMERGECO) LIMITED
COMPANY INFORMATION
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C. J. UPTON (DEMERGECO) LIMITED
CONTENTS
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C. J. UPTON (DEMERGECO) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is the immediate parent Company of C.J. Upton Holdings Limited and remains dormant having never traded.
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.
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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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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 2006. They 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.
The directors who served during the year were:
Details of engagement with suppliers, customers and others are included within the S172(1) Statement on page 1.
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C. J. UPTON (DEMERGECO) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
There have been no significant events affecting the Company since the year end.
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.
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C. J. UPTON (DEMERGECO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C. J. UPTON (DEMERGECO) LIMITED
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 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).
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.
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.
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C. J. UPTON (DEMERGECO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C. J. UPTON (DEMERGECO) LIMITED (CONTINUED)
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 Report. 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. 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.
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.
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.
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C. J. UPTON (DEMERGECO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C. J. UPTON (DEMERGECO) LIMITED (CONTINUED)
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.
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 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.
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C. J. UPTON (DEMERGECO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C. J. UPTON (DEMERGECO) LIMITED (CONTINUED)
for and on behalf of
Chartered Accountants & Statutory Auditors
Date:
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
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C. J. UPTON (DEMERGECO) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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C. J. UPTON (DEMERGECO) LIMITED
REGISTERED NUMBER: 14225955
BALANCE SHEET
AS AT 31 DECEMBER 2024
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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:
The notes on pages 12 to 15 form part of these financial statements.
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C. J. UPTON (DEMERGECO) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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C. J. UPTON (DEMERGECO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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
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 (£).
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.
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.
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.
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C. J. UPTON (DEMERGECO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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C. J. UPTON (DEMERGECO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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C. J. UPTON (DEMERGECO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company's immediate and ultimate parent company is
The ultimate controlling parties are K W Walpole and T M Neale by virtue of their majority shareholding in
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