Quest UK Acquisition Ltd. - Limited company accounts 18.1d

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.

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

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

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

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 £187,127.72 per 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 Braggio has 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.

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

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.

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

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

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

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 2018 and were signed on its behalf by:

E N G Braggio - Director

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

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.

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.

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.

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