Registered number:
02328851
LEATHAMS HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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COMPANY INFORMATION
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T H Faulkner - Executive Chairman
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M Leatham - Non-Executive
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O N Leatham - Non-Executive
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Chartered Accountants
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Statutory Auditor
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CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2020
The directors present their Strategic Report for Leathams Holdings Limited for the year ended 30 April 2020.
Principal activities and business review
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The Company’s principal activity is to act as a holding company, for the subsidiaries of Leathams Holdings Limited, the immediate parent undertaking.
Given the Company is a holding company, there are no relevant key performance indicators associated with the Company.
Principal risks and uncertainties
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The Company gives appropriate consideration to risk management objectives and policies. Over and above the general economic climate, the main risks facing the business are Supplier Performance, Food Safety, Foreign Currency, Credit Risk, Liquidity and Interest Rates.
The directors have acted in a way that they considered, in good faith, to be most likely to promote the success of the Company for the benefit of its members, and in doing so had regard to the interests of a wider set of stakeholders. How stakeholder interests are considered by the board through its decision making and engagement with them are detailed in the Leathams Group Holdings Limited annual report and accounts, which does not form part of this report.
This report was approved by the board
and signed on its behalf.
T H Faulkner - Executive Chairman
Director
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2020
The directors present their report and the financial statements for the year ended 30 April 2020.
The profit for the year, after taxation, amounted to £
13,980
k
(2019:
£
1,406
k)
.
During the year, dividends of £13,980k (
2019: £1,406k
) were paid, including £13,000k settled 'in specie' by way of transfer of £13,000k of freehold property.
The directors who served during the year were:
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T H Faulkner - Executive Chairman
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M Leatham - Non-Executive
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O N Leatham - Non-Executive
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Future developments have been discussed within the business review section of the Strategic Report of Leathams Group Holdings Limited, the Company's ultimate parent.
Disclosure of information to auditor
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Each of the persons who are
directors at the time when this Directors' Report is approved has confirmed that:
∙
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
∙
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Events after the end of the reporting period
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There have been no significant events after the end of the reporting period.
The auditor, Nexia Smith & Williamson, will be proposed for reappointment in accordance with
section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
T H Faulkner - Executive Chairman
Director
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2020
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 elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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:
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select suitable accounting policies for the Company's financial statements and then apply them consistently;
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make judgements and accounting estimates that are reasonable and prudent;
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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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 to 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
LEATHAMS HOLDINGS LTD
Opinion
We have audited the financial statements of Leathams Holdings Ltd (the 'Company') for the year ended 30 April 2020 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the 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 FRS 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 30 April 2020 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 Auditor’s 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
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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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
LEATHAMS HOLDINGS LTD (CONTINUED)
Other information
The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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.
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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.
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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.
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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:
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
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the financial statements are not in agreement with the accounting records and returns; or
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certain disclosures of directors’ remuneration specified by law are not made; or
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we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 3, 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 is 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
LEATHAMS HOLDINGS LTD (CONTINUED)
Auditor’s 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 auditor’s 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 auditor’s 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 auditor’s 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.
Nicholas Jacques
(Senior Statutory Auditor)
for and on behalf of
Nexia Smith & Williamson
Chartered Accountants
Statutory Auditor
25 Moorgate
London
EC2R 6AY
26 February 2021
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2020
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Income from shares in group undertakings
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Profit for the financial year
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There was no other comprehensive income for 2020 (
2019: £Nil
).
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The notes on pages 10 to 18 form part of these financial statements.
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LEATHAMS HOLDINGS LTD
REGISTERED NUMBER:
02328851
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STATEMENT OF FINANCIAL POSITION
AS AT
30 APRIL 2020
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital redemption reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by
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T H Faulkner - Executive Chairman
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The notes on pages 10 to 18 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
30 APRIL 2020
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares cancelled during the year
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Transfer of other reserves to profit and loss account
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Total transactions with owners
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
Leathams Holdings Ltd is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 02328851). The registered office address is 227-255 Ilderton Road, Bermondsey, London, SE15 1NS.
The Company's functional and presentational currency is GBP.
2.
Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
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the requirements of Section 7 Statement of Cash Flows;
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the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
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the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
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the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
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the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Leathams Group Holdings Limited as at 30 April 2020 and these financial statements may be obtained from Companies House.
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Exemption from preparing consolidated financial statements
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The
Company
is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of an EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under
section 400 of the Companies Act 2006
.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
2.
Accounting policies (continued)
The financial statements have been prepared on a going concern basis.
The directors have carefully reviewed the future prospects of the Company and its subsidiaries and their future cash flows, including an assessment of the potential impact of the COVID-19 pandemic. The full impact of the COVID-19 pandemic on our business remains uncertain and as a result unquantifiable at this stage. Nevertheless, having assessed this the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future being at least the next 12 months from signing of these financial statements.
The directors are confident in making this assessment, as despite having net liabilities of £607k (
2019: £607k
), the net liability is due to £1,379k payable to a subsidiary entity over which the Company has control. These subsidiaries continue to be cash-generative despite the COVID-19 pandemic and therefore the directors can be confident that there will be no requirement to repay this loan until such point that the Company has the required liquidity.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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no depreciation charged as the property was disposed of straight after acquisition
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
2.
Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an outright short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
In the current year, the share options were cancelled and reissued in the new parent entity, Leathams Group Holdings Limited, as part of the group reconstruction. Therefore, there is no share option charge in the current year.
In the prior year, where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are evaluated at each reporting date and are based on historical experience adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future in preparing the financial statements and the actual results will not always reflect the accounting estimates made. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities of the Company are outlined below.
There are no judgements or key sources of estimation uncertainty that have had a significant effect on the financial statements.
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Fees payable to the Company's auditor and its associates for the audit of the Company's annual accounts
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the group accounts of the parent company.
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The Company has no employees other than the directors, who did not receive any remuneration (
2019: £Nil
).
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Taxation on profit on ordinary activities
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
6.
Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than
(2019 - lower than)
the standard rate of corporation tax in the UK of
19
%
(2019 -
19
%)
. The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)
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Dividend income not taxable
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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One of the UK's leading specialist food companies, focused on food innovation
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Wholesale distribution of wheat-based products (pasta and bread) as well as Italian ready meals
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Leathams Limited is the only direct subsidiary.
All of the subsidiaries are incorporated in England and Wales.
The registered address of Leathams Limited, Sunblush Limited, Chefs Brigade Limited and Merchant Gourmet Limited is 227-255 Ilderton Road, Bermondsey, London, SE15 1NS.
The registered address of Brital Foods Limited is Chaucer House, Chaucer Business Park, Watery Lane, Kemsing, Sevenoaks, Kent, TN15 6PW.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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Allotted, called up and fully paid
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32,902
Ordinary
shares of £
1.00
each
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2,950
Class B
shares of £
1.00
each
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There are no prescribed particulars attached to ordinary shares.
Class B shares have no voting rights. There are rights to participate in a dividend at the discretion of the directors, subject to conditions set out in the articles. There are also rights to participate in a distribution of capital above a threshold as set out in the articles.
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Share premium account
This comprises the cumulative excess paid for the purchase of shares.
Capital redemption reserve
This comprises the cumulative movements on the redemption of shares by the Company.
Other reserves
This contains the cumulative charges arising from share options.
Own shares reserve
This comprises the amount of shares in Leathams Holdings Limited held by the Leathams Group Employment Benefit Trust.
Profit & loss account
This comprises the cumulative profit and losses, dividends and other reserve movements.
During the year, and as part of the Group restructuring, the directors and staff in Leathams Limited that had share options granted in 2015 over the ordinary shares of Leathams Holdings Limited, entered into an agreement with Leathams Group Holdings Limited to roll over their option rights to an equivalent scheme set up in Leathams Group Holdings on the same terms.
As none of the benefit accrues in Leathams Holdings Limited, the charge to the profit and loss is £Nil (
2019: £Nil
).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
Group reconstruction
On 20 May 2019 a group reconstruction took place. Leathams Group Holdings Limited combined with Leathams Holdings Limited, the acquisition being accounted for under the merger basis of accounting.
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Related party transactions
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The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.
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Following the acquisition of the entire share capital of the Company by share-for-share exchange on 20 May 2019, the immediate and ultimate parent undertaking is
Leathams Group Holdings Limited
, a company registered in England and Wales.
The largest and smallest group of undertakings for which group accounts for the year ending 30 April 2020 have been drawn up, is that headed by
Leathams Group Holdings Limited
. Copies of the group accounts are available from Companies House.
The directors consider there is no ultimate controlling party
.
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