Registration number:
Pimco 2852 Limited
for the
Year Ended 30 June 2021
Pimco 2852 Limited
Contents
Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Income Statement |
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Statement of Financial Position |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Pimco 2852 Limited
Company Information
Directors |
S Pearson W Scott C Stobbs |
Company secretary |
C Stobbs |
Registered office |
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Auditor |
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Pimco 2852 Limited
Strategic Report for the Year Ended 30 June 2021
The directors present their strategic report for the year ended 30 June 2021.
Principal activity
The principal activity of the company is holding an investment in the group of companies headed by Wilton Engineering Services Limited.
Fair review of the business
As the company is itself a subsidiary undertaking (of Wilton Universal Group Limited), it is not required to prepare a business review incorporating its own subsidiary undertakings. This business review therefore presents information about the company as an individual undertaking and not about its group.
The company is non-trading, and has not undertaken any transactions in the current year. Going forward, the nature and extent of the company's activities is not expected to change.
Approved and authorised by the
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Pimco 2852 Limited
Directors' Report for the Year Ended 30 June 2021
The directors present their report and the financial statements for the year ended 30 June 2021.
Directors of the company
The directors who held office during the year were as follows:
Future developments
No changes in the nature of the company are anticipated.
Going concern
The financial statements have been prepared on a going concern basis.
The company is a holding company and does not have any day to day working capital requirements however does have group borrowings. Further details are provided in Note 2 to the financial statements.
Disclosure of information to the auditor
Each director has taken 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 auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditor
Azets Audit Services Limited, trading as Azets Audit Services, were appointed auditor to the company following their acquisition of the trade of Tait Walker LLP, trading as MHA Tait Walker, on 1 May 2022. The auditor Azets Audit Services will be deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved and authorised by the
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Pimco 2852 Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards 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 these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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. 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.
Pimco 2852 Limited
Independent Auditor's Report to the Members of Pimco 2852 Limited
Opinion
We have audited the financial statements of Pimco 2852 Limited (the 'company') for the year ended 30 June 2021, which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity, 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 30 June 2021 and of its results for the year then ended; |
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have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
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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 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 director's 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 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.
Pimco 2852 Limited
Independent Auditor's Report to the Members of Pimco 2852 Limited (continued)
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our 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 and 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 |
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the financial statements are not in agreement with the accounting records and returns; or |
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certain disclosures of directors’ remuneration specified by law are not made; or |
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we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities (set out on page 4), 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.
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:
Pimco 2852 Limited
Independent Auditor's Report to the Members of Pimco 2852 Limited (continued)
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enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud; |
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challenging assumptions and judgements made by management in their significant accounting estimates; and |
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auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness. |
Because of the field in which the client operates, we identified the following areas as those most likely to have a material impact on the financial statements: compliance with the UK Companies Act.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.
A further description of our responsibilities is available 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 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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For and on behalf of
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Newcastle upon Tyne
NE3 3LS
Azets Audit Services is a trading name of Azets Audit Services Limited.
Pimco 2852 Limited
Income Statement for the Year Ended 30 June 2021
The company has not traded during the current or preceding financial year. During these periods the company received no income and incurred no expenditure and therefore made neither a profit nor a loss and had no other recognised gains or losses for the year.
Pimco 2852 Limited
(Registration number: 07163664)
Statement of Financial Position as at 30 June 2021
Note |
2021 |
2020 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Share premium reserve |
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Profit and loss account |
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Total equity |
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Approved and authorised by the
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Pimco 2852 Limited
Statement of Changes in Equity for the Year Ended 30 June 2021
Share capital |
Share premium |
Profit and loss account |
Total |
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At 1 July 2019 |
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At 30 June 2020 |
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Share capital |
Share premium |
Profit and loss account |
Total |
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At 1 July 2020 |
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At 30 June 2021 |
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Pimco 2852 Limited
Notes to the Financial Statements for the Year Ended 30 June 2021
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies 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.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
These financial statements are prepared in sterling which is the functional currency of the entity.
Summary of disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
The company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and does not disclose related party transactions with members of the same group that are wholly owned.
Name of parent of group
These financial statements are consolidated in the financial statements of Wilton Universal Group Limited.
The financial statements of Wilton Universal Group Limited may be obtained from Companies House.
Group accounts not prepared
Pimco 2852 Limited
Notes to the Financial Statements for the Year Ended 30 June 2021 (continued)
2 |
Accounting policies (continued) |
Going concern
The financial statements have been prepared on a going concern basis.
The company is part of a group headed by Wilton Universal Group Limited. The company and its group are party, as chargors, to a funding facility in the form of a £4m term loan to Port Clarence Logistics Limited, a company under common control. This term loan is repayable in quarterly instalments of £110,000 plus a final instalment of £2,309,000 due in September 2024. In addition during the year the group have also received a CBILS loan of £1,500,000 whose monthly repayments commence in August 2021 with the final instalment due in June 2026. The company has net current liabilities of £10,969,300 at the year end representing amounts owed to group undertakings. The company is a holding company and does not have any day to day working capital requirements however does have these group borrowings and relies on the support of other members of the group who in turn rely upon the support of Port Clarence Logistics Limited.
The company and group’s forecasts and projections for the next twelve months show that the company should be able to continue in operational existence for that period, taking into account anticipated developments and reasonably possible changes in trading performance and the timing of work alongside the continuing financial support of Port Clarence Logistics Limited. This also considers the impact of the COVID-19 pandemic and the hostilities in Ukraine on the wider economy and the effectiveness of available measures to assist in mitigating this impact and allow management to continue to carefully manage the group’s working capital position to allow it to trade within its available facilities. The current order book is forecast to continue to increase in the coming year and tender activity levels and enquires are high. A letter of support has been received from Wilton Engineering Services Limited and Port Clarence Logistics Limited.
Although the forecast prepared taking account of the matters above support the ability of the company to remain a going concern and to be able to trade and meets its debts as they fall due, the full impact on the wider economy of the pandemic and the hostilities in Ukraine and the underlying trading assumptions used in forecasting are judgemental and difficult to predict and could be subject to significant variation. However, based on the factors set out above, the directors believe that there is no material uncertainty in relation to going concern and that the company has adequate financial resources to continue in operational existence for at least twelve months from the date of signing the financial statements and therefore the directors believe it remains appropriate to prepare the financial statements on a going concern basis.
Investments
Investments in subsidiary undertakings are stated at cost less accumulated impairment losses.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Financial instruments
Pimco 2852 Limited
Notes to the Financial Statements for the Year Ended 30 June 2021 (continued)
2 |
Accounting policies (continued) |
Judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
The judgements that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
Valuation of investment in subsidiaries - The directors consider the requirement for an impairment in the carrying value of the company's investment in subsidiaries on an annual basis. It is considered that there is no requirement for an impairment in the current year. In making this assessment, various factors have been considered, including the most recent trading results and financial position of the subsidiaries. |
Whilst one subsidiary has incurred substantial losses in recent years, which has resulted in the aggregate net assets of the subsidiaries falling below the investment's carrying value, the other subsidiary has reported steady profits, a trend which is expected to continue. Furthermore, in relation to the loss-making subsidiary, the pipeline of work is expected to return the company to profitability in the foreseeable future. |
Staff costs |
The company had no employees other than the directors (who received no remuneration), during the current and preceding year.
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2021 |
2020 |
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Directors |
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Investments |
2021 |
2020 |
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Investments in subsidiaries |
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Pimco 2852 Limited
Notes to the Financial Statements for the Year Ended 30 June 2021 (continued)
4 |
Investments (continued) |
Subsidiaries |
£ |
Cost or valuation |
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At 1 July 2020 |
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At 30 June 2021 |
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Provision |
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At 1 July 2020 |
- |
At 30 June 2021 |
- |
Carrying amount |
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At 30 June 2021 |
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At 30 June 2020 |
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Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2021 |
2020 |
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Subsidiary undertakings |
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Port Clarence Offshore Base, Port Clarence Road, Middlesbrough, TS2 1RZ |
Ordinary Shares |
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United Kingdom |
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Port Clarence Offshore Base, Port Clarence Road, Middlesbrough, TS2 1RZ |
Ordinary Shares |
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United Kingdom |
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Port Clarence Offshore Base, Port Clarence Road, Middlesbrough, TS2 1RZ |
Ordinary Shares |
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United Kingdom |
* indirectly held
Subsidiary undertakings |
The principal activity of Wilton Engineering Services Limited is |
The principal activity of Universal Coatings & Services Limited* is |
The principal activity of Wilton Marine Services Limited* is |
Pimco 2852 Limited
Notes to the Financial Statements for the Year Ended 30 June 2021 (continued)
Debtors |
2021 |
2020 |
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Amounts owed by group undertakings |
2,637 |
2,637 |
Other debtors |
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Creditors |
2021 |
2020 |
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Due within one year |
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Amounts owed to group undertakings |
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Share capital |
Allotted, called up and fully paid shares
2021 |
2020 |
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No. |
£ |
No. |
£ |
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1,575 |
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1,575 |
Contingent liabilities |
The company, together with its fellow group undertakings and Port Clarence Logistics Limited, an entity subject to common control, is party to an Omnibus Guarantee and Set Off Agreement with Barclays Bank plc. These arrangements incorporate a fixed and floating charge over all the assets of the company, of its group headed by Wilton Universal Group Limited and of Port Clarence Logistics Limited and a cross guarantee to collectively guarantee payment of their indebtedness to the bank. The aggregate amount outstanding at the balance sheet date to which these guarantees relate was £3,627,643 (2020 - £3,847,500) of which £nil (2020 - £nil) is recognised within these financial statements.
The company, together with the other members of its group headed by Wilton Universal Group Limited, is also a joint borrower in respect of loans to Port Clarence Logistics Limited from W Scott and S Glenn for which a fixed and floating charge over each borrowers’ assets has been provided. The total amount outstanding at the balance sheet date, to which the security relates, was £591,986 (2020 - £507,882).
The company, together with its fellow group companies and Port Clarence Logistics Limited, has also provided security in respect of funding to Wilton Engineering Services Limited for customer bonds of £711,800 (2020 - £711,800).
Pimco 2852 Limited
Notes to the Financial Statements for the Year Ended 30 June 2021 (continued)
Parent and ultimate parent undertaking |
The company's immediate parent and the only group to consolidate these financial statements is
The consolidated financial statements are available upon request from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate controlling party is