Plasti-Kote Limited - Limited company accounts 18.2

REGISTERED NUMBER: 02013215 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

FOR

PLASTI-KOTE LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Statement of Comprehensive Income/(Loss)

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

C D Green

Mrs C G Morley

REGISTERED OFFICE:

Avenue One

Station Lane

Witney

Oxfordshire

OX28 4XR

REGISTERED NUMBER:

02013215 (England and Wales)

AUDITORS:

Bradshaw Johnson

Chartered Accountants

Statutory Auditor

Croft Chambers

11 Bancroft

Hitchin

Hertfordshire

SG5 1JQ

The directors present their strategic report for the year ended 31 December 2018.

PRINCIPAL ACTIVITIES

The principal activity of the Company during the period was the licensing of the Intellectual Property to Motip Dupli.

REVIEW OF BUSINESS

In August 2016 Plasti-Kote licenced its business to a third party, Motip Dupli. Motip are a Netherlands based Aerosols

company, both manufacturing and selling. In return for the licensing rights Plasti-Kote receives a royalty from Motip.

The profit for the period, after taxation, amounted to £216,631 (2017 profit £314,445).

The company's key financial and other performance indicators during the period were as follows:

2018

2017

£'000

£'000

Turnover

254

760

Gross profit/(loss)

254

397

PRINCIPAL RISKS AND UNCERTAINTIES

Due to Plastikote licensing its IP and customer base to Motip the risks and uncertainties facing the company have

reduced. The principal risks and uncertainties facing the company now are specifically linked to Motips business

operations impacting the licence fee received. Sherwin-Williams is available to support customer relations should Motip

require this to safeguard future revenues.

ON BEHALF OF THE BOARD:

Mrs C G Morley - Director

4 June 2019

The directors present their report with the financial statements of the company for the year ended 31 December 2018.

DIVIDENDS

No dividends were declared or paid during the year ended 31 December 2018 (2017 - £nil).

DIRECTORS

C D Green and Mrs C G Morley were appointed as directors after 31 December 2018 but prior to the date of this report.

E N G Braggio , J J Miklich and A J Mistysyn ceased to be directors after 31 December 2018 but prior to the date of this report.

DIRECTORS LIABILITIES

The company has granted an indemnity to one or more of its directors against liability in respect of proceedings brought

by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity

provision remains in force as at the date of approving the directors' report.

GOING CONCERN

The financial statements have been prepared on a going concern basis as Sherwin-Williams, the ultimate parent

undertaking, as of the date of signing these financial statements, has agreed to provide adequate support to enable the

company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these

financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

company's auditors are aware of that information.

AUDITORS

The auditors, Bradshaw Johnson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs C G Morley - Director

4 June 2019

Opinion

We have audited the financial statements of Plasti-Kote Limited (the 'company') for the year ended 31 December 2018

which comprise the Income Statement, Statement of Comprehensive Income/(Loss), 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 company's affairs as at as at 31 December 2018 and of its profit 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic

Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors

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 there is a material misstatement in the financial

statements or a material misstatement of the other information. 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

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.

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 a Report of the Auditors 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.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Neil Harding (Senior Statutory Auditor)

for and on behalf of Bradshaw Johnson

Chartered Accountants

Statutory Auditor

Croft Chambers

11 Bancroft

Hitchin

Hertfordshire

SG5 1JQ

6 June 2019

TURNOVER

3

254,373

760,127

Cost of sales

-

363,570

GROSS PROFIT

254,373

396,557

Administrative expenses

(36,058

)

6,102

OPERATING PROFIT

4

290,431

390,455

Interest receivable and similar income

14,680

-

305,111

390,455

Interest payable and similar expenses

6

88,480

76,010

PROFIT BEFORE TAXATION

216,631

314,445

Tax on profit

7

-

-

PROFIT FOR THE FINANCIAL YEAR

216,631

314,445

PROFIT FOR THE YEAR

216,631

314,445

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

216,631

314,445

CURRENT ASSETS

Debtors

8

55,055

61,364

CREDITORS

Amounts falling due within one year

9

6,587,770

6,810,710

NET CURRENT LIABILITIES

(6,532,715

)

(6,749,346

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(6,532,715

)

(6,749,346

)

CAPITAL AND RESERVES

Called up share capital

10

500

500

Retained earnings

(6,533,215

)

(6,749,846

)

SHAREHOLDERS' FUNDS

(6,532,715

)

(6,749,346

)

The financial statements were approved by the Board of Directors on 4 June 2019 and were signed on its behalf by:

Mrs C G Morley - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2016

500

(7,064,291

)

(7,063,791

)

Changes in equity

Total comprehensive income

-

314,445

314,445

Balance at 31 December 2017

500

(6,749,846

)

(6,749,346

)

Changes in equity

Total comprehensive income

-

216,631

216,631

Balance at 31 December 2018

500

(6,533,215

)

(6,532,715

)

1.	STATEMENT OF COMPLIANCE

Plasti-Kote Limited is a limited company incorporated in England. The registered office is:

Avenue One

Station Lane

Witney

Oxfordshire

OX28 4XR

The Company's financial statements have been prepared in compliance with FRS 102 as it applies to the financial

statements for the year ended 31 December 2018.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared in accordance with applicable accounting standards. The financial

statements are prepared in sterling.

Going concern

The financial statements have been prepared on a going concern basis as Sherwin-Williams, the ultimate parent

undertaking, as of the date of signing these financial statements, has agreed to provide adequate support to

enable the company to meet its liabilities as they fall due for a period of at least 12 months from the date of

approval of these financial statements.

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of

Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions

that affect the amounts reported for assets and liabilities as at the statement of financial position date and the

amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual

outcomes could differ from those estimates. Management have confirmed that there are no significant

judgements and estimates within the financial statements.

Deferred tax

Management estimation is required to determine the amount of deferred tax assets that can be recognised, based

upon likely timing and level of future taxable profits together with an assessment of the effect of future tax

planning strategies.

Revenue recognition

Revenue is recognised to the extent the Company obtains the right to consideration in exchange for its

performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates,

VAT and other sales taxes or duty.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods

have passed to the buyer, usually on dispatch of the goods, the amount of revenue can be measured reliably, it is

probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred

or to be incurred in respect of the transaction can be measured reliably.

Royalties are recognised on an accrual basis in accordance with the substance of the relevant agreement.

Taxation

Taxation for the year comprises current tax. Tax is recognised in the Income Statement, except to the extent that

it relates to items recognised in other comprehensive income or directly in equity.

Current 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessment 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 period 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 probate that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at

the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate

of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the

operating result.

Bad debt provision

All balances over 90 days past due are provided for with the exception of credit balances and intercompany

balances.

Short-term debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at

transaction price. Any losses arising from impairment are recognised in the income statement in other operating

income.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

Period

1.10.16

Year Ended

to

31.12.18

31.12.17

£

£

Europe

254,373

760,127

254,373

760,127

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period

1.10.16

Year Ended

to

31.12.18

31.12.17

£

£

Foreign exchange differences

(24,704

)

1,349

5.	AUDITORS' REMUNERATION

Period

1.10.16

Year Ended

to

31.12.18

31.12.17

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

4,020

5,994

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.10.16

Year Ended

to

31.12.18

31.12.17

£

£

Interest payable

88,480

76,010

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2018 nor for the period ended

31 December 2017.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is

explained below:

Period

1.10.16

Year Ended

to

31.12.18

31.12.17

£

£

Profit before tax

216,631

314,445

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2017 - 19.400%)

41,160

61,002

Effects of:

Utilisation of tax losses

(41,160

)

(61,002

)

Total tax charge

-

-

The deferred tax asset not recognised in the financial statements is as follows:

2018

2017

£

£

Decelerated capital allowances

23,033

23,033

Tax losses carried forward

741,435

779,806

764,468

802,839

In his budget of 8 July 2015, the Chancellor announced reductions in the UK corporation tax rate to 17% with

effect from 1 April 2020.

As per note 13 the company is not a going concern and therefore deferred tax assets have not been recognised.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.18

31.12.17

£

£

Trade debtors

54,000

53,162

VAT

1,055

8,202

55,055

61,364

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.18

31.12.17

£

£

Trade creditors

16

13,674

Amounts owed to group

undertakings

6,570,927

6,767,727

Accruals and deferred income

16,827

29,309

6,587,770

6,810,710

Amounts owed to group undertakings relate to notes payable, including discount, all of which are redeemable

within one year.

The interest rate for the loan from the group undertaking was fixed at 1.24% (average 3 months daily LIBOR

rate) from 1 January 2018 to 31 December 2018.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.18

31.12.17

value:

£

£

500

Ordinary shares

£1

500

500

11.	PENSION COMMITMENTS

The company operates a defined contribution scheme for its directors and a stakeholder scheme for other

employees. The assets of the schemes are held separately from those of the company in independently

administered funds. There are no pensions costs in the period (2017 - £nil in respect of defined contribution

schemes). The balance unpaid at the year end was £nil (2017 - £nil).

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

13.	ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The Company's ultimate parent undertaking and controlling party is Sherwin-Williams, which is incorporated in

the United States of America. Copies of its group financial statements, which include the Company, are available

from:

The Sherwin Williams Company

101 W. Prospect Ave

Cleveland

Ohio

USA

44115-1075