DiversiTech UK Holdings Limited - Limited company accounts 20.1

REGISTERED NUMBER: 09852806 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2021

for

DiversiTech UK Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Income and Retained Earnings

7

Balance Sheet

8

Notes to the Financial Statements

9

DIRECTORS:

N K Kroner

R E Sjogren

SECRETARY:

Dentons Secretaries Limited

REGISTERED OFFICE:

The Pinnacle

170 Midsummer Boulevard

Milton Keynes

Buckinghamshire

MK9 1FE

REGISTERED NUMBER:

09852806 (England and Wales)

AUDITORS:

Taylor Dawson Plumb Limited

Chartered Accountants and Statutory Auditor

22 Regent Street

Nottingham

NG1 5BQ

The directors present their strategic report for the year ended 31 December 2021.

REVIEW OF BUSINESS

The Company did not trade during the period under review and no other form of income were received.

ON BEHALF OF THE BOARD:

N K Kroner - Director

30 September 2022

The directors present their report with the financial statements of the company for the year ended 31 December 2021.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2021.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2021 to the date of this report.

N K Kroner

R E Sjogren

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;

-	state whether applicable 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 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

N K Kroner - Director

30 September 2022

Opinion

We have audited the financial statements of DiversiTech UK Holdings Limited (the 'company') for the year ended 31 December 2021 which comprise the Statement of Income and Retained Earnings, Balance Sheet and 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 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:

-	give a true and fair view of the state of the company's affairs as at 31 December 2021;

-	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

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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, 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions 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.

Auditors' 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We assessed the risks of material misstatement in respect of irregularities, including fraud and

non-compliance with laws and regulations, by considering the follows:

- The nature of the industry and the business performance.

- Discussions with Directors and management and consideration of their policies and procedures for

identifying non-compliance or detecting and responding to the risks of fraud.

- Communication throughout the audit team to remain alert to indications of non-compliance throughout the

audit.

Based on the results of our risk assessment we designed our audit procedures to identify fraud and

non-compliance with such laws and regulations identified above.

- We reviewed the disclosures in the financial statements and tested to supporting documentation.

- We considered the risk of fraud through management override of controls and, in response, we incorporated testing of manual journals throughout our audit approach and assessed whether judgements made in making accounting estimates were indicative of potential bias.

- We performed analytical procedures to identify any unusual or unexpected trends or relationships that may indicate risks of material misstatement due to fraud.

- We made enquiries into management of any actual and potential litigation and claims.

There are inherent limitations in the audit procedures described above and therefore there is a risk that we

will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. Where instances of non-compliance with laws and regulations are not closely linked to events and transactions within the financial statements, then we are less likely to become aware of these. In addition, the risk is increased regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, omission or misrepresentation.

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.

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 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.

Sara Dawson (Senior Statutory Auditor)

for and on behalf of Taylor Dawson Plumb Limited

Chartered Accountants and Statutory Auditor

Nottingham

30 September 2022

TURNOVER

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

-

Tax on profit

5

-

PROFIT FOR THE FINANCIAL YEAR

-

Retained earnings at beginning of year

1,298,614

RETAINED EARNINGS AT END OF
YEAR

1,298,614

FIXED ASSETS

Investments

6

8,312,541

CREDITORS

Amounts falling due within one year

7

154,927

NET CURRENT LIABILITIES

(154,927

)

(154,927

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

8,157,614

CAPITAL AND RESERVES

Called up share capital

8

1

Share premium

6,858,999

Retained earnings

1,298,614

SHAREHOLDERS' FUNDS

8,157,614

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2022 and were signed on its behalf by:

N K Kroner - Director

1.	STATUTORY INFORMATION

Pump House Pumps Limited is a private company, limited by shares, registered in England and Wales. The company's registered number, registered office address and business address can be found on the Company Information page.

The presentation and functional currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption 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.

Preparation of consolidated financial statements

The financial statements contain information about DiversiTech UK Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, DiversiTech Corporation Inc, 6650 Sugarloaf Parkway 100, Duluth, GA 30097, USA.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost, less provision for diminution in value.

Taxation

Current tax is recognised for the amount of corporation tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that that have been enacted or substantially enacted by the period end.

Full provision is made for deferred tax assets and liabilities arising from timing differences between the recognition of gains and losses in the accounts and their recognition for tax purposes.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2021 nor for the year ended 31 December 2020.

The average number of employees during the year was NIL (2020 - NIL).

2021

2020

£

Directors' remuneration

-

4.	OPERATING PROFIT

There was no directors' remuneration for the period ended 31 December 2021 nor for the year ended 31 December 2020.

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2021 nor for the year ended 31 December 2020.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2021

and 31 December 2021

8,312,541

NET BOOK VALUE

At 31 December 2021

8,312,541

At 31 December 2020

8,312,541

The company's investments at the Balance Sheet date in the share capital of companies include the following:

DiversiTech International Limited

Registered office: The Pinnacle, Midsummer Boulevard, Milton Keynes, England, MK9 1FE.

Nature of business: Wholesale of hardware, plumbing and heating

%

Class of shares:

holding

Ordinary

100.00

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

£

Amounts owed to associates

154,927

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2021

2020

value:

£

100

Ordinary

£0.01

1

9.	ULTIMATE PARENT COMPANY

The ultimate parent company is DiversiTech Holdings Inc, a company registered in USA. DiversiTech Holdings Inc is controlled by Partners Group, a global investment company.

The immediate parent company is DiversiTech Corporation, a company registered in USA. The company's registered address is 6650 Sugarloaf Parkway, #100 Duluth, GA 30097. The group accounts are not publicly available.

10.	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.