Quest UK Acquisition Ltd. - Limited company accounts 18.1d

Quest UK Acquisition Ltd. - Limited company accounts 18.1d


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REGISTERED NUMBER: 08518890(England and Wales)











STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

FOR

QUEST UK ACQUISITION LTD.

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Income Statement 7

Other Comprehensive Income 8

Statement of Financial Position 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11


QUEST UK ACQUISITION LTD.

COMPANY INFORMATION
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017







DIRECTORS: E N G Braggio
J J Miklich
A J Mistysyn



REGISTERED OFFICE: Avenue One
Station Lane
Witney
Oxfordshire
OX28 4XR



REGISTERED NUMBER: 08518890(England and Wales)



SENIOR STATUTORY AUDITOR: Neil Harding



AUDITORS: Bradshaw Johnson
Chartered Accountants
Statutory Auditor
Croft Chambers
11 Bancroft
Hitchin
Hertfordshire
SG5 1JQ

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

STRATEGIC REPORT
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

The directors present their strategic report for the period 1 October 2016 to 31 December 2017.

REVIEW OF BUSINESS
Sale of Quest Automotive Products UK Limited to Valspar (UK) Corporation Limited August 2016
On 19 August 2016, an agreement was signed to sell the shares of Quest Automotive Products UK Limited to Valspar
(UK) Corporation Limited. The transaction was subject to TUPE and other contractual conditions. As such the Company
has ceased to trade.

During the period the company undertook a capital reduction reducing the share premium by £4,755,412 to £nil.

The company also paid dividends of £18,899,900 to reduce remaining equity and reserves to £101.

PRINCIPAL RISKS AND UNCERTAINTIES
The Company has not traded in the period.

ON BEHALF OF THE BOARD:





E N G Braggio- Director


18 May 2018

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

The directors present their report with the financial statements of the company for the period 1 October 2016 to 31 December 2017.

The company has extended its reporting period to be consistent across the group and therefore these accounts are for a
15 month period.

PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was that of a holding company.

DIVIDENDS
No interim dividend was paid during the period. The directors recommend a final dividend of £187,127.72per share.

The total distribution of dividends for the period ended 31 December 2017 will be £ 18,899,900 .

FUTURE DEVELOPMENTS
The Company is looking at restructuring options.

DIRECTORS
E N G Braggiohas held office during the whole of the period from 1 October 2016 to the date of this report.

Other changes in directors holding office are as follows:

N R Engh- resigned 26 October 2017
T N Treat- resigned 26 October 2017
J J Miklich- appointed 26 October 2017
A J Mistysyn- appointed 26 October 2017

CURRENT DEVELOPMENTS
During the period The Valspar Corporation was acquired by Sherwin-Williams, details of the ultimate parent company
can be found in note 13.

DIRECTORS INDEMNITIES
The group maintained throughout the period, and at the date of approval of the financial statements, liability insurance
for its directors and officers. This is a qualifying provision for the purposes of the Companies Act 2006.

DISCLOSURE IN THE STRATEGIC REPORT
The review of the business and the principal risks and uncertainties for the company have been disclosed within the
strategic report.

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.


QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
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 ought to have taken
as a director in order to make himself 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:





E N G Braggio- Director


18 May 2018

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

Opinion
We have audited the financial statements of Quest UK Acquisition Ltd. (the 'company') for the period ended
31 December 2017 on pages seven to fourteen. 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).

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.

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2017;
-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 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, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)


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 pages three and four, 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.

Our 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.




Neil Harding(Senior Statutory Auditor)
for and on behalf of Bradshaw Johnson
Chartered Accountants
Statutory Auditor
Croft Chambers
11 Bancroft
Hitchin
Hertfordshire
SG5 1JQ

7 June 2018

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

INCOME STATEMENT
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

Period
1.10.16
to Year Ended
31.12.17 30.9.16
Notes £    £   

TURNOVER - -

Other operating income - 14,144,488
OPERATING PROFIT and
PROFIT BEFORE TAXATION 5 - 14,144,488

Tax on profit 6 - -
PROFIT FOR THE FINANCIAL PERIOD - 14,144,488

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

Period
1.10.16
to Year Ended
31.12.17 30.9.16
Notes £    £   

PROFIT FOR THE PERIOD - 14,144,488


OTHER COMPREHENSIVE INCOME
Capital reduction 4,755,412 -
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD, NET OF INCOME
TAX


4,755,412


-
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

4,755,412

14,144,488

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2017

31.12.17 30.9.16
Notes £    £   
CURRENT ASSETS
Debtors 8 101 18,900,001
TOTAL ASSETS LESS CURRENT
LIABILITIES

101

18,900,001

CAPITAL AND RESERVES
Called up share capital 9 101 101
Share premium 10 - 4,755,412
Retained earnings 10 - 14,144,488
SHAREHOLDERS' FUNDS 101 18,900,001

The financial statements were approved by the Board of Directors on 18 May 2018and were signed on its behalf by:





E N G Braggio- Director


QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Balance at 1 October 2015 101 - 4,755,412 4,755,513

Changes in equity
Total comprehensive income - 14,144,488 - 14,144,488
Balance at 30 September 2016 101 14,144,488 4,755,412 18,900,001

Changes in equity
Dividends - (18,899,900 ) - (18,899,900 )
Total comprehensive income - 4,755,412 - 4,755,412
Capital reduction - - (4,755,412 ) (4,755,412 )
Balance at 31 December 2017 101 - - 101

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

1. STATEMENT OF COMPLIANCE

Quest UK Acquisition Ltd 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 period 1 October 2016 to 31 December 2017.

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. The company has extended its accounting period to 31 December 2017 to be
consistent across the group. These accounts therefore cover a 15 month period.

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 period. However, the nature of estimation means that
actual outcomes could differ from those estimates

Taxation
Taxation for the period comprises current and deferred 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 or deferred 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 assessments 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 probable that they
will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

2. ACCOUNTING POLICIES - continued

Foreign currencies
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.

Financial instruments
All financial assets and liabilities are measured at amortised cost.

3. EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 December 2017 nor for the year ended 30 September 2016.

4. DIRECTORS' REMUNERATION
Period
1.10.16
to Year Ended
31.12.17 30.9.16
£    £   
Directors' remuneration - -

Directors' remuneration for the period ended 31 December 2017 and year ended 30 September 2016 have been
borne by the ultimate parent undertaking. The directors of the Company are also directors or officers of other
companies within the Sherwin-Williams group. The directors' services to the company do not occupy a
significant amount of their time. As such, the directors do not consider that they have received any remuneration
for their incidental services to the Company for the period ended 31 December 2017 and year ended 30
September 2016. All directors have retirement benefits accruing to them under pension schemes with
Sherwin-Williams.

Share options in the ultimate parent undertaking are granted to the directors. During the period no directors
exercised share options (2016: nil).

5. OPERATING PROFIT

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

Period
1.10.16
to Year Ended
31.12.17 30.9.16
£    £   
Profit on disposal of fixed assets - (1,044,488 )

6. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the period ended 31 December 2017 nor for the year ended
30 September 2016.

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

6. TAXATION - continued

Tax effects relating to effects of other comprehensive income

1.10.16 to 31.12.17
Gross Tax Net
£    £    £   
Capital reduction 4,755,412 - 4,755,412
4,755,412 - 4,755,412

7. DIVIDENDS
Period
1.10.16
to Year Ended
31.12.17 30.9.16
£    £   
Ordinary shares of $1.56 each
Final 18,899,900 -

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.17 30.9.16
£    £   
Amounts owed by group undertakings 101 18,900,000
Other debtors - 1
101 18,900,001

9. CALLED UP SHARE CAPITAL


Allotted and issued:
Number: Class: Nominal 31.12.17 30.9.16
value: £    £   
101 Ordinary $1.56 101 101

10. RESERVES
Retained Share
earnings premium Totals
£    £    £   

At 1 October 2016 14,144,488 4,755,412 18,899,900
Profit for the period - -
Dividends (18,899,900 ) (18,899,900 )
Capital reduction 4,755,412 - 4,755,412
SoCIE line item with acc967/31 - - (4,755,412 )
Capital reduction - (4,755,412 ) -
At 31 December 2017 - - -

During the period the company carried out a reduction of capital and paid a dividend to the parent company in an
effort to liquidate the reserves.

QUEST UK ACQUISITION LTD. (REGISTERED NUMBER: 08518890)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

11. 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.

12. 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 Prospect Ave
Cleveland
Ohio
USA
44115