Inver UK Limited - Limited company accounts 18.1d

REGISTERED NUMBER: 06707425 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 1 OCTOBER 2016 TO 31 DECEMBER 2017

FOR

INVER UK LIMITED

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:

06707425 (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

Consistent with the prior year the business has not traded in the year. Activity in the year relates to accruing interest on

the intercompany loan for £14,766,261, audit fees of £5,100, tax fees of £750, professional fees £510 and the tax

implications of the intercompany interest of £535,540 vs £424,190 for the prior year.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company is not trading however it considers the risks associated with the promissory note described below:

Valspar (UK) Funding Corporation Limited, a Company which acts as an intra-group funding company within the

Valspar group of companies, issued a Promissory Note in favour of the Company in the amount of £13,385,930 in

exchange for the cash and intergroup receivables of the company as at 30 September 2014. The Promissory Note may be

redeemed in full or in part at any time without penalty and attracts interest at the rate of 2.65% plus the 1 Month GBP

Libor rate.

ON BEHALF OF THE BOARD:

E N G Braggio - Director

10 July 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.

DIVIDENDS

No dividends will be paid for the period ended 31 December 2017 (2016 - £nil).

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:

T A Beastrom - resigned 26 October 2017

T N Treat - resigned 26 October 2017

R N Engh - 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 12.

POLITICAL DONATIONS AND EXPENDITURE

During the year the Company made no charitable or political donations (2016: £nil).

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.

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

10 July 2018

Opinion

We have audited the financial statements of Inver UK Limited (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 and of its profit for the period 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 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 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.

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

19 July 2018

TURNOVER

-

-

Administrative expenses

6,360

5,500

OPERATING LOSS

5

(6,360

)

(5,500

)

Interest receivable and similar income

6

535,540

424,190

PROFIT BEFORE TAXATION

529,180

418,690

Tax on profit

7

-

(174,231

)

PROFIT FOR THE FINANCIAL PERIOD

529,180

592,921

PROFIT FOR THE PERIOD

529,180

592,921

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

529,180

592,921

CURRENT ASSETS

Debtors

8

14,849,266

14,320,486

CREDITORS

Amounts falling due within one year

9

5,100

5,500

NET CURRENT ASSETS

14,844,166

14,314,986

TOTAL ASSETS LESS CURRENT LIABILITIES

14,844,166

14,314,986

CAPITAL AND RESERVES

Called up share capital

10

1,700,000

1,700,000

Retained earnings

13,144,166

12,614,986

SHAREHOLDERS' FUNDS

14,844,166

14,314,986

The financial statements were approved by the Board of Directors on 10 July 2018 and were signed on its behalf by:

E N G Braggio - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2015

1,700,000

12,022,065

13,722,065

Changes in equity

Total comprehensive income

-

592,921

592,921

Balance at 30 September 2016

1,700,000

12,614,986

14,314,986

Changes in equity

Total comprehensive income

-

529,180

529,180

Balance at 31 December 2017

1,700,000

13,144,166

14,844,166

1.	STATEMENT OF COMPLIANCE

Inver UK 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 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.

Taxation

Taxation for the period 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 taxation

Deferred tax is not recognised.

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.	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 LOSS

The operating loss is stated after charging:

Period

1.10.16

to

Year Ended

31.12.17

30.9.16

£

£

Auditors' remuneration

5,100

5,500

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

Period

1.10.16

to

Year Ended

31.12.17

30.9.16

£

£

Inter-company loan interest

535,540

421,995

Other interest

-

2,195

535,540

424,190

Interest receivable is due from Valspar (UK) Funding Corporation to Inver UK Limited for a promissory note

issued on 30 September 2014 for £13,385,930. Interest is accrued at the rate of 2.65% plus 1 Month GBP Libor

rate.

7.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the period was as follows:

Period

1.10.16

to

Year Ended

31.12.17

30.9.16

£

£

Current tax:

Under/(Over) provision in

prior year

-

(174,231

)

Tax on profit

-

(174,231

)

Reconciliation of total tax credit included in profit and loss

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

explained below:

Period

1.10.16

to

Year Ended

31.12.17

30.9.16

£

£

Profit before tax

529,180

418,690

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2016 - 20%)

100,544

83,738

Effects of:

Adjustments to tax charge in respect of previous periods

-

(174,231

)

Group relief

(100,544

)

(83,738

)

Total tax credit

-

(174,231

)

In his budget of 8 July 2015, the Chancellor announced reductions in the UK corporation tax rate to 18% with

effect from 1 April 2020.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.17

30.9.16

£

£

Amounts owed by group undertakings

14,849,266

14,320,486

Amounts owed by group undertakings amounting to £14,766,261 (2016 - £14,230,720) attract interest and are

receivable on demand (the Promissory note may be redeemed in full or in part at any time without penalty and

attracts interest at the rate of 2.65% plus the 1 Month GBP Libor rate).

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.17

30.9.16

£

£

Other creditors

5,100

5,500

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.17

30.9.16

value:

£

£

1,700,000

Ordinary shares

£1

1,700,000

1,700,000

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 immediate parent undertaking is Inver S.p.A. Inver S.p.A is the parent undertaking of the

smallest group of undertakings to consolidate these financial statements at 31 December 2017.

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