Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2019
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CARLISLE INTERNATIONAL HOLDINGS LTD
COMPANY INFORMATION
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CARLISLE INTERNATIONAL HOLDINGS LTD
CONTENTS
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CARLISLE INTERNATIONAL HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors, in preparing this strategic report, for Carlisle International Holdings Limited (the Company) for the year ended 31 December 2019 have complied with s414C of the Companies Act 2006.
The principal activity of Carlisle International Holdings Ltd is to act as a holding Company. The Company does not envisage any material changes in activity going forwards.
The directors continually review, evaluate and mitigate the risks that the Company is facing. The principal risks and uncertainties facing the Company are changes in interest rates, impairment of its investment and changes in the exchange rate between the Pound Sterling and the US dollar.
In the first half year of 2020 we have experienced, and expect to continue to experience, diminished demand for our products as a result of COVID-19. While these COVID-19 related impacts have not to date, in the aggregate, had a material adverse impact on the Company, we are unable to predict the extent or duration of these impacts as they will depend on future developments, which are highly uncertain and cannot be predicted at this time, such as the duration of the coronavirus outbreak, the timing and extent of the decline in customer demand, and the continued ability of our businesses to continue to operate within all applicable COVID-19 related government rules and regulations. Financial risk management Given the size of the Company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policy set by the board of directors is implemented by the Company's finance department. Credit risk The Company is not exposed to any significant credit risk. Liquidity, interest rate and cash flow risk All the Company's debt is inter-company and the interest rate risk, liquidity risk and cash flow risk is managed by the board of Carlisle Companies Incorporated. BREXIT update The uncertainty surrounding the terms of the UK’s exit from the E.U. could have an impact on the Company’s business operations and financial results. Although it is currently unknown what the precise terms of any agreement will be, it is possible that there will be greater restrictions on imports and exports between the UK and the EU countries, increased foreign exchange volatility and increased regulatory complexities. The Company has considered the impact of BREXIT on the supply chain, people, technology and capital and will continue to monitor any BREXIT developments to assess the impact, if any, these will have on the business operations, strategy and financial reporting.
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CARLISLE INTERNATIONAL HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
The key performance indicators during the year were as follows:
This report was approved by the board on 10 June 2020
and signed on its behalf.
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CARLISLE INTERNATIONAL HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors present their report and the financial statements for the year ended 31 December 2019.
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:
∙
select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙
make judgments and accounting estimates that are reasonable and prudent;
∙
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙
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.
The profit for the year, after taxation, amounted to $
10,105,000
(2018 -
loss
$
1,000
)
The Company paid dividends of $10,000,000 (2018: $nil) during the year.
The directors who served during the year were:
Details of future developments can be found in the Strategic Report.
The Company is a holding Company and subsequently has no employees.
The Company is a holding Company and subsequently has limited trade.
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CARLISLE INTERNATIONAL HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Each of the persons who are
directors at the time when this Directors' Report is approved has confirmed that:
There have been no significant events affecting the Company since the year end, other than those noted in the strategic report.
Under section 487(2) of the Companies Act 2006, Smith Cooper Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on
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CARLISLE INTERNATIONAL HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE INTERNATIONAL HOLDINGS LTD
We have audited the financial statements of Carlisle International Holdings Ltd (the 'Company') for the year ended 31 December 2019, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity
and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
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 United Kingdom, including the Financial Reporting Council'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.
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.
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
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CARLISLE INTERNATIONAL HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE INTERNATIONAL HOLDINGS LTD (CONTINUED)
We have nothing to report in this regard.
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.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
As explained more fully in the Directors' Responsibilities Statement 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.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
. This description forms part of our Auditors' Report.
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CARLISLE INTERNATIONAL HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARLISLE INTERNATIONAL HOLDINGS LTD (CONTINUED)
This report is made solely to the Company's members
in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
St Helens House
King Street
DE1 3EE
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CARLISLE INTERNATIONAL HOLDINGS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
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CARLISLE INTERNATIONAL HOLDINGS LTD
REGISTERED NUMBER:
11056105
BALANCE SHEET
AS AT
31 DECEMBER 2019
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 11 to 19 form part of these financial statements.
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CARLISLE INTERNATIONAL HOLDINGS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2019
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CARLISLE INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The Company is a private company limited by shares and incorporated in England. The registered office is Level 37 One Canada Square, Canary Wharf, London, England, E14 5DY. The Company registration number is 11056105. The nature of the Company's operations and principal activities is that of a holding company.
2.
Accounting policies
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 judgment in applying the Company's accounting policies (see note 3).
The Company has prepared it's financial statements to the nearest $000 USD.
The following principal accounting policies have been applied:
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":
∙
the requirements of Section 7 Statement of Cash Flows;
∙
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙
the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Carlisle Companies Incorporated as at 31st December 2019 and these financial statements may be obtained from the Company secretary at Carlisle Companies Corporate Headquarters, 16430 N. Scottsdale Road, Suite 400, Scottsdale, AZ 85254.
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 a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under
section 401 of the Companies Act 2006
.
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CARLISLE INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.
Accounting policies (continued)
The Company's business activities, together with the factors likely to affect it's future development, performance and position are set out in the Strategic report. The Directors' report further describes the financial position of the Company, its cash flows, liquidity position and borrowing facilities; the Company's objectives, policies and processes for managing it's capital; it's financial risk management objectives; details of it's financial instruments and hedging activities; and it's exposure to credit risk and liquidity risk.
The Company, if necessary will be provided additional support by the Company's ultimate parent, Carlisle Companies Incorporated, which has sufficient facilities to offer this support. The directors share a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Functional and presentation currency
The Company's functional and presentational currency is USD.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income
except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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CARLISLE INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.
Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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 out-right 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.
Investments in non-derivative instruments that are equity to the issuer are measured:
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
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CARLISLE INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.
Accounting policies (continued)
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.
The directors are of the opinion that there were no critical accounting judgements, estimates or assumption revisions made within the financial statements.
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CARLISLE INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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CARLISLE INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
8.
Taxation (continued)
There were no factors that may affect future tax charges.
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CARLISLE INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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CARLISLE INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
On 1st April 2019, the Company issued 1000 Ordinary $1 shares and $210m 5% loan notes in exchange for the business and assets of CSL International C.V. Share premium has been recognised in respect of the fair value of the non-cash consideration received above the nominal share value by the Company.
On 18th April 2019, the Company issued 1000 Ordinary $1 shares in exchange for the business and assets of Carlisle Global Limited. Share premium has been recognised in respect of the fair value of the non-cash consideration received above the nominal share value by the Company.
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CARLISLE INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Share premium account
Other reserves
Profit and loss account
The Company's immediate parent undertaking is
The ultimate parent company is
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