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Registered number: 01332889










PENLAW & COMPANY LIMITED








UNAUDITED

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
PENLAW & COMPANY LIMITED
 

COMPANY INFORMATION


Director
Ian Jackson 




Registered number
01332889



Registered office
Adsetts House
16 Europa View

Sheffield Business Park

Sheffield

S9 1XH





 
PENLAW & COMPANY LIMITED
 

CONTENTS



Page
Director's Report
 
1
Profit and Loss Account
 
2
Balance Sheet
 
3
Notes to the Financial Statements
 
4 - 9


 
PENLAW & COMPANY LIMITED
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The Director presents his report and the financial statements for the year ended 31 December 2025.

Principal activity

The company did not trade in the year and is dormant.

Director's responsibilities statement

The Director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has 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 Director must not approve the financial statements unless he is 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 Director is 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 Director is 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 him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Director

The Director who served during the year and subsequently was:

Ian Jackson 


Small companies note

In preparing this report, the Director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.


This report was approved by the Board on 21 July 2026 and signed on its behalf.
 




Ian Jackson
Director

Page 1

 
PENLAW & COMPANY LIMITED
 

PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£000
£000

  

Exceptional administrative expenses
 2 
-
(123)

Operating profit/(loss)
  
-
(123)

Income from shares in group undertakings
  
-
738

Profit before tax
  
-
615

Profit for the financial year
  
-
615

The Company has not traded during the year. During this period, the Company received no income and incurred no expenditure and therefore made neither profit or loss.





Page 2

 
PENLAW & COMPANY LIMITED
REGISTERED NUMBER:01332889

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£000
£000

  

Fixed assets
  

Investments and other financial assets
 5 
289
289

  
289
289

Current liabilities
  

Creditors: amounts falling due within one year
 6 
(289)
(289)

Net current liabilities
  
(289)
(289)

Total assets less current liabilities
  
-
-

  

  

Net assets
  
-
-


Capital and reserves
  

Called up share capital 
      8
-
-

Capital redemption reserve
 9 
-
-

  
-
-


These accounts have been prepared in accordance with the provisions applicable to companies which would be entitled to the small companies' regime but for being a member of an ineligible group.
For the year ended 31 December 2025 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006.

Members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The Director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The Company was entitled to exemption from preparing a strategic report, in accordance with 414B Companies Act 2006.

The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 21 July 2026.




Ian Jackson
Director


Page 3

 
PENLAW & COMPANY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.Significant accounting policies

  


The principal accounting policies applied in the preparation of these financial statements are set out below.
The Company is a private company limited by share capital and is incorporated and domiciled in the UK. The address of the registered office is given in the Company Information section. The financial statements are presented in pounds Sterling, which is the currency of the primary economic environment in which the Company operates (its functional currency).
Basis of accounting
The financial statements have been prepared under the historical cost convention and in accordance with
Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic
Ireland' and the Companies Act 2006.
The financial statements are presented in Sterling and rounded to the nearest £'000.
Summary of disclosure exemptions
The Company meets the definition of a qualifying entity under FRS102 and has therefore taken advantage of
the disclosure exemptions available to it in respect of its financial statements.
Exemptions have been taken in the presentation of a cash flow statement and remuneration of key management
personnel.

 

Investments

Investments in equity shares whch are not publicly traded and where fair value can not be measured reliably are stated at historical cost less provision for any diminution in value.
  


Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12  'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial assets and liabilties are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and financial liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors, cash and bank balances and loans to fellow group companies are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
 
Other financial assets
Other financial assets, including investment in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
 
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of
Page 4

 
PENLAW & COMPANY LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.Significant accounting policies (continued)

impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss if the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, which include creditors, finance leases and a loan from the parent company and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivtive contract is entered into and  are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instrumets may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 5

 
PENLAW & COMPANY LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.Significant accounting policies (continued)

 

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


2.


Exceptional items

2025
2024
£000
£000


Impairment of investments in associates
-
123

-
123


3.


Taxation


2025
2024
£000
£000



Total current tax

-
-

Deferred tax

Total deferred tax

-
-


Tax on profit
-
-
Page 6

 
PENLAW & COMPANY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
3.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£000
£000


Profit on ordinary activities before tax
-
615


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
-
154

Effects of:


Expenses not deductible for tax purposes
-
31

Dividends from UK companies
-
(185)

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


4.


Dividends

2025
2024
£000
£000


Dividends paid
-
3,629

-
3,629

Page 7

 
PENLAW & COMPANY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Investments and other financial assets





Investments in associates
Financial assets at cost less impairment
Total

£000
£000
£000



Cost or valuation


At 1 January 2025
288
1
289



At 31 December 2025
288
1
289




Investments in which the Company holds 20% or more of the nominal value of any class of share capital are as follows:
Penlaw Northwest Limited (49% Ordinary shares)
Penlaw Fixings Limited (45% Ordinary shares)
Penlaw Norfolk Limited (34% Ordinary shares)
All of the above had the registered office of Adsetts House, 16 Europa View, Sheffield Business Park, Sheffield, S9 1XH. All of the above entities are dormant.

6.


Creditors: Amounts falling due within one year

2025
2024
£000
£000

Amounts owed to parent undertaking
289
289

289
289


Amounts owed to the parent undertaking are unsecured, interest free, have no fixed date of repayment and are repayable on demand.




7.


Related party transactions

The Company has taken advantage of the exemption available under FRS102 from disclosing transactions with entities that are part of the same group.
Page 8

 
PENLAW & COMPANY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Share capital

2025
2024
£
£

Authorised, allotted, called up and fully paid


100 (2024: 100) Ordinary shares of £1.00 each
100
100

Rights, preferences and restrictions
Ordinary shares have the following rights, preferences and restrictions:
All shares rank equally, each share entitles each holder to one vote, entitles the holder to dividend payments or any due distribution, and each share entitles the holder pari passu to participate in a distribution from a winding up of the Company.


9.


Reserves

Capital redemption reserve

The capital redemption reserve represents the cumulative effect of the purchase of the Company's own shares.

Profit and loss account

The profit and loss account represents cumulative profits and losses, net of dividends and other adjustments.

10.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£000
£000


Not later than 1 year
-
213

-
213

All but one lease have been novated over to the parent company. For the lease remaining in the name of Penlaw & Company Limited, the parent company, SIG Trading Limited, will pay the liabilities as they fall due.


Page 9