Spanfax Limited - Limited company accounts 18.2

REGISTERED NUMBER: 02643727 (England and Wales)

STRATEGIC REPORT, DIRECTORS' REPORT AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2018

FOR

SPANFAX LIMITED

Page

Company Information

1

Strategic Report

2

Directors' Report

3

Independent Auditors' Report

5

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

I S Doughty

M J Doughty

SECRETARY:

K E Reeve

REGISTERED OFFICE:

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA

REGISTERED NUMBER:

02643727 (England and Wales)

AUDITORS:

CG LEE Limited

Chartered Certified Accountants

Statutory Auditors

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA

SOLICITORS:

Mills & Reeve

1 St James Court

Whitefriars

Norwich

Norfolk

NR3 1RU

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

BUSINESS REVIEW

The principal activity of the business is to hold the shares of Structure-flex Limited.

The Statement of Comprehensive Income on page 7 shows the company's results for the year. For the year ended 31

August 2018 the company made a profit for the financial year of £200,000 (2017 - £835,124).

KEY PERFORMANCE INDICATORS

Given the company is a holding company and does not trade, the company's directors are of the opinion that analysis of

key performance indicators is not necessary for an understanding of the development, performance or position of the

business.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors of Resolute Corporate Holdings Limited manage the group's operations on a group wide basis. For this

reason, the company's directors believe that disclosure of the principal risks and uncertainties of the company and

analysis using key performance indicators for the company are not necessary or appropriate for an understanding of the

development, performance and position of the business of Spanfax Limited. The development, performance and

position of Resolute Corporate Holdings Limited group, which includes this company is discussed in the financial

statements of Resolute Corporate Holdings Limited, which does not form part of this report.

FUTURE OUTLOOK

The Resolute Corporate Holdings Limited group's strategy is to invest in the design of its products which is regarded as

being integral to the continuing success of the business. The group will strive to maintain relationships with key

customers whilst building upon its operations for organic growth. There remains increased economic uncertainty

following the EU referendum until the potential impact of the Brexit vote becomes clear.

ON BEHALF OF THE BOARD:

I S Doughty - Director

22 May 2019

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

DIVIDENDS

Particulars of dividends paid are detailed in note 8 to the financial statements.

FUTURE DEVELOPMENTS

The directors consider the Future Developments of the company are covered under the Future Outlook section of the

Strategic Report.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2017 to the date of this

report.

I S Doughty

M J Doughty

FINANCIAL RISK MANAGEMENT

The directors of Resolute Corporate Holdings Limited manage the group's operations on a group wide basis. For this

reason, the company's directors believe that disclosure of the financial risks of the company is not necessary. The

financial risks of Resolute Corporate Holdings Limited group, which includes this company is discussed in the financial

statements of Resolute Corporate Holdings Limited, which does not form part of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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 prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK

and Republic of Ireland", 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 the financial statements, the directors are required to:

-

select suitable accounting policies and then apply them consistently;

-

state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;

-

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

-

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.

The directors 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.

DISCLOSURE OF INFORMATION TO AUDITORS

In the case of each director in office at the date the Directors' Report is approved:

-

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and

-

they have taken all the 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 auditors are aware of that information.

AUDITORS

CG LEE Limited, having expressed their willingness to continue in office, will be deemed reappointed for the next

financial year in accordance with Section 487(2) of the Companies Act 2006 unless the company receives notice under

Section 488(1) of the Act.

ON BEHALF OF THE BOARD:

I S Doughty - Director

22 May 2019

Opinion

We have audited the financial statements of Spanfax Limited (the 'company') for the year ended 31 August 2018 which

comprise the Statement of Comprehensive Income, Balance Sheet, 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 31 August 2018 and of its profit 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 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 Directors' Report, but does not include the financial statements and our Auditors' Report 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 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 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 an Auditors' 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.

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 Auditors' 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 Auditors' 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.

Mr Christopher Glen Bidgood (Senior Statutory Auditor)

for and on behalf of CG LEE Limited

Chartered Certified Accountants

Statutory Auditors

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA

22 May 2019

TURNOVER

-

-

OPERATING PROFIT

6

-

-

Income from shares in group undertakings

200,000

835,124

PROFIT BEFORE TAXATION

200,000

835,124

Tax on profit

7

-

-

PROFIT FOR THE FINANCIAL YEAR

200,000

835,124

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

200,000

835,124

FIXED ASSETS

Investments

9

400,000

400,000

CURRENT ASSETS

Debtors

10

23,325

23,325

NET CURRENT ASSETS

23,325

23,325

TOTAL ASSETS LESS CURRENT LIABILITIES

423,325

423,325

CAPITAL AND RESERVES

Called up share capital

12

58,461

58,461

Share premium

13

26,369

26,369

Capital redemption reserve

13

338,495

338,495

SHAREHOLDERS' FUNDS

423,325

423,325

The financial statements were approved by the Board of Directors on 22 May 2019 and were signed on its behalf by:

I S Doughty - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 September 2016

58,461

-

26,369

338,495

423,325

Changes in equity

Total comprehensive income

-

835,124

-

-

835,124

Dividends

-

(835,124

)

-

-

(835,124

)

Balance at 31 August 2017

58,461

-

26,369

338,495

423,325

Changes in equity

Total comprehensive income

-

200,000

-

-

200,000

Dividends

-

(200,000

)

-

-

(200,000

)

Balance at 31 August 2018

58,461

-

26,369

338,495

423,325

1.	STATUTORY INFORMATION

Spanfax Limited is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Statement of compliance

These financial statements have been prepared in compliance with United Kingdom Accounting Standards,

including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United

Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006

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.

Basis of accounting

These financial statements have been prepared on a going concern basis, under the historical cost convention.

The functional and presentation currency of these financial statements is pound sterling.

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting

estimates. It also requires management to exercise its judgement in the process of applying the company’s

accounting policies. The areas involving a higher degree of judgement or complexity, or areas where

assumptions and estimates are significant to the financial statements are disclosed in note 3.

Exemption for qualifying entities under FRS 102

FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been

complied with, including notification of, and no objection to, the use of exemptions by the company’s

shareholders. The company has taken advantage of the following exemptions:

(i)

from disclosing the related party transactions between the company, its parent undertaking and wholly owned subsidiaries within the Resolute Corporate Holdings Limited group.

(ii)

from preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in the financial statements of its ultimate parent, Resolute Corporate Holdings Limited, includes the company's cash flows.

(iii)

from disclosing the company key management personnel compensation, as required by FRS 102 paragraph 33.7

Consolidated financial statements

The financial statements contain information about Spanfax Limited as an individual company and do not contain

consolidated financial information as the parent of a group. The company is exempt under Section 400 of the

Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary

undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent

Resolute Corporate Holdings Limited.

Investments in subsidiaries

Investments in subsidiary undertakings are held at cost less accumulated impairment losses. Impairment

reviews are performed by the company when there has been an indication of potential impairment.

Impairment of non-financial assets

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether

there is an indication that the asset (or asset’s cash generating unit) may be impaired. If there is such an

indication the recoverable amount of the asset (or asset’s cash generating unit) is compared to the carrying

amount of the asset (or asset’s cash generating unit).

The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to

sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax

obtainable as a result of the asset’s (or asset’s cash generating unit) continued use. These cash flows are

discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in

the asset.

If the recoverable amount of the asset (or asset’s cash generating unit) is estimated to be lower than the carrying

amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in profit or

loss, unless the asset has been revalued when the amount is recognised in other comprehensive income to the

extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.

Impairment of non-financial assets - continued

If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset’s cash generating

unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised

carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or

amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is

recognised in profit or loss.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial

assets and liabilities such as loans to related parties.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period

for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is

recognised in profit or loss.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an

asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective

interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss

is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference

between an asset's carrying amount and the best estimate, which is an approximation, of the amount that the

company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when

there is an 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.

Taxation

Taxation expense for the year comprises current and deferred tax recognised in the reporting period. Tax is

recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in

other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive

income or directly in equity respectively.

Current or deferred taxation assets and liabilities are not discounted.

Current tax

Current tax is the amount of tax payable in respect of the taxable profit for the year or prior years. Tax is

calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance

sheet date.

Deferred tax

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive

income as stated in the financial statements. These timing differences arise from the inclusion of income and

expenses in tax assessments in periods different from those in which they are recognised in financial

statements.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and

other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against

the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the

balance sheet date and that are expected to apply to the reversal of the timing difference.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary

shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Distributions to equity holders

Dividends and other distributions to the company's shareholders are recognised as a liability in the financial

statements in the period in which the dividends and other distributions are approved by the shareholders. These

amounts are recognised in the statement of changes in equity.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors,

including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgements in applying the Group's accounting policies

There are no critical judgements in applying the company's accounting policies.

Critical accounting estimates and assumptions

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will,

by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk

of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year

are addressed below.

Impairment of investments

Determining whether the company's investments in subsidiaries have been impaired requires estimations of the

investments' values in use. The value in use calculations require the entity to estimate the future cash flows

expected to arise from the investments. See note 9 for the carrying amount of investments in subsidiaries at the

balance sheet date.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the current or prior year.

5.	DIRECTORS' EMOLUMENTS

No director received any remuneration for their services to the company during the current or prior year.

6.	OPERATING PROFIT

The parent company, Resolute Corporate Holdings Limited, has borne the cost of the company's audit for the

current and prior year.

7.

TAXATION

The company's income derives wholly from tax exempt dividends.

8.

DIVIDENDS

2018

2017

£

£

Interim equity dividends declared and paid during the year on:

Ordinary shares of £1 each

200,000

835,124

9.	INVESTMENTS

2018

2017

£

£

Shares in group undertakings

390,000

390,000

Loans in group undertakings

10,000

10,000

400,000

400,000

The subsidiary companies of the company at 31 August 2018, which are wholly owned and incorporated in the

United Kingdom, are listed below.

Subsidiary Undertaking

Proportion of voting rights and ordinary share capital held

Registered office

Principal activity

Structure-flex Limited

100%

33 Holt Road

Manufacturer of flexible

(held directly)

Cromer

plastic fabrications

Norfolk NR27 9EB

IBC Transport Containers Limited

100%

Ingram House

Non-trading subsidiary

(held indirectly)

Meridian Way

Norwich

Norfolk NR7 0TA

The directors believe that the carrying value of the investments is supported by their underlying value.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Amounts owed by group undertakings

23,325

23,325

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are

repayable on demand.

11.	FINANCIAL INSTRUMENTS

2018

2017

£

£

Carrying amount of financial instruments

Debt instruments measured at amortised cost

23,325

23,325

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

58,461

Ordinary

£1

58,461

58,461

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the

repayment of capital.

13.

RESERVES

Share premium account

This reserve includes any premiums received on issue of share capital. Any transaction costs associated with

the issuing of shares are deducted from share premium.

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the company.

14.	PARENT AND ULTIMATE CONTROLLING PARTY

The ultimate parent company is Resolute Corporate Holdings Limited.

The directors are of the opinion that there is no ultimate controlling party.

Resolute Corporate Holdings Limited is the company of the smallest and largest group of undertakings for which

group financial statements are drawn up. Copies of the consolidated financial statements of Resolute Corporate

Holdings Limited are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.