Ridgway Holdings International Ltd - Limited company accounts 22.3

REGISTERED NUMBER: 03209914 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2022

FOR

RIDGWAY HOLDINGS INTERNATIONAL LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

T R Jones

S R Jones

G R Jones

REGISTERED OFFICE:

Earthmover House

Ridgway Business Park

St Martins

Shropshire

SY11 3PZ

REGISTERED NUMBER:

03209914 (England and Wales)

AUDITORS:

D.R.E. & Co. (Audit) Limited

Kingsland House

39 Abbey Foregate

Shrewsbury

Shropshire

SY2 6BL

The directors present their strategic report for the year ended 30 April 2022.

REVIEW OF BUSINESS

As shown in the Statement of Comprehensive Income on page 9, an operating loss of £9,372 (2021: £431) was generated.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is a holding company and receives income from other group companies. The group operates in a competitive market which is a continuing risk and may result in sale being lost to competitors. The group manages this risk by providing excellent service in all its activities.

ON BEHALF OF THE BOARD:

T R Jones - Director

15 November 2022

The directors present their report with the financial statements of the company for the year ended 30 April 2022.

PRINCIPAL ACTIVITIES

The principal activities of the company in the year under review were those of a holding company.

DIVIDENDS

The directors recommend an interim dividend of £2,085 per ordinary share.

The total distribution of dividends for the year ended 30 April 2022 will be £417,000.

DIRECTORS

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

T R Jones

S R Jones

G R Jones

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen, in accordance with s414C(11) of the Companies Act, to set out in the company's strategic report information regarding the review of business and a description of the principal risks and uncertainties facing the company.

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). 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, D.R.E. & Co. (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T R Jones - Director

15 November 2022

Opinion

We have audited the financial statements of Ridgway Holdings International Ltd (the 'company') for the year ended 30 April 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 30 April 2022 and of its loss 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 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the renting and leasing of construction and civil engineering machinery and equipment sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, environmental, health and safety legislation. We also consider regulations such as General Data Protection Regulations and Anti Money Laundering Regulations throughout the audit.

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to their knowledge of actual, suspected and alleged fraud; and

- reviewing the client's system notes and internal controls.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Francis Nock F.C.C.A. (Senior Statutory Auditor)

for and on behalf of D.R.E. & Co. (Audit) Limited

Kingsland House

39 Abbey Foregate

Shrewsbury

Shropshire

SY2 6BL

15 November 2022

TURNOVER

-

-

Administrative expenses

(9,372

)

(431

)

OPERATING LOSS

4

(9,372

)

(431

)

Income from shares in group undertakings

-

1,050,000

(LOSS)/PROFIT BEFORE TAXATION

(9,372

)

1,049,569

Tax on (loss)/profit

5

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(9,372

)

1,049,569

(LOSS)/PROFIT FOR THE YEAR

(9,372

)

1,049,569

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(9,372

)

1,049,569

FIXED ASSETS

Tangible assets

7

-

-

Investments

8

-

160,203

-

160,203

CURRENT ASSETS

Debtors

9

3,129

3,737,634

Cash at bank

2,235

412

5,364

3,738,046

CREDITORS

Amounts falling due within one year

10

3,635

3,470,148

NET CURRENT ASSETS

1,729

267,898

TOTAL ASSETS LESS CURRENT LIABILITIES

1,729

428,101

CAPITAL AND RESERVES

Called up share capital

11

2

2

Retained earnings

12

1,727

428,099

SHAREHOLDERS' FUNDS

1,729

428,101

The financial statements were approved by the Board of Directors and authorised for issue on 15 November 2022 and were signed on its behalf by:

T R Jones - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 May 2020

2

428,530

428,532

Changes in equity

Dividends

-

(1,050,000

)

(1,050,000

)

Total comprehensive income

-

1,049,569

1,049,569

Balance at 30 April 2021

2

428,099

428,101

Changes in equity

Dividends

-

(417,000

)

(417,000

)

Total comprehensive income

-

(9,372

)

(9,372

)

Balance at 30 April 2022

2

1,727

1,729

1.	STATUTORY INFORMATION

Ridgway Holdings International Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention.

These financial statements are for the individual entity only.

The financial statements are presented in Sterling (£), rounded to the nearest £1.

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 paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

Significant judgements and estimates

Owing to the nature of the individual entity's activities, there are no significant judgements or estimates required so as to produce accounts for the entity.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

20% on cost

Tangible fixed assets are stated at historic cost less accumulated depreciation. Costs include original purchase price of the asset and the costs attributable to bringing the asset to it working condition for its intended use.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Financial instruments

4.	OPERATING LOSS

The operating loss is stated after charging:

30.4.22

30.4.21

£

£

Auditors' remuneration

9,347

408

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 April 2022 nor for the year ended 30 April 2021.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

30.4.22

30.4.21

£

£

(Loss)/profit before tax

(9,372

)

1,049,569

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19% (2021 - 19%)

(1,781

)

199,418

Effects of:

Income from shares in subsidiaries

-

(199,500

)

Losses carried forward

-

82

Group relief surrendered

1,781

-

Total tax charge

-

-

No deferred tax liability arose at either 30 April 2022 or 30 April 2021.

6.

DIVIDENDS

30.4.22

30.4.21

£

£

Ordinary shares of £0.01 each

Interim dividend

417,000

1,050,000

7.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 May 2021

and 30 April 2022

2,955

DEPRECIATION

At 1 May 2021

and 30 April 2022

2,955

NET BOOK VALUE

At 30 April 2022

-

At 30 April 2021

-

8.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 May 2021

160,203

Disposals

(160,203

)

At 30 April 2022

-

NET BOOK VALUE

At 30 April 2022

-

At 30 April 2021

160,203

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.4.22

30.4.21

£

£

Amounts owed by group undertakings

3,129

3,736,941

VAT

-

693

3,129

3,737,634

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.4.22

30.4.21

£

£

Amounts owed to group undertakings

-

3,322,133

Directors' current accounts

-

148,015

Accrued expenses

3,635

-

3,635

3,470,148

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.4.22

30.4.21

value:

£

£

200

Ordinary

£0.01

2

2

Ordinary shares are entitled to full voting rights and dividends.

12.

RESERVES

Retained

earnings

£

At 1 May 2021

428,099

Deficit for the year

(9,372

)

Dividends

(417,000

)

At 30 April 2022

1,727

Retained earnings includes all current and prior period retained profits and losses.

13.	ULTIMATE PARENT COMPANY

The immediate parent company is Sandford Assets Limited. Sandford Assets Limited is the parent of the smallest group for which consolidated financial statements are prepared, which include Ridgway Holdings International Limited.

The ultimate parent company is Ridgway Holdings Limited, a company registered in England and Wales.

Ridgway Holdings Limited is the parent of the largest group for which consolidated financial statements are prepared, which include Ridgway Holdings International Limited.

Group accounts are freely available from Companies House.

The registered office of both the immediate parent company and the ultimate parent company is Earthmover House Ridgway Business Park, St Martins, Oswestry, Shropshire, SY11 3PZ.

14.	CONTINGENT LIABILITIES

The company has provided an unlimited cross guarantee to Barclays Bank plc, dated 7 June 2018 in respect of bank borrowings of Ridgway Properties Limited, a group company. As at the year end the contingent liability in respect of this cross guarantee amounted to £175,193 (2021: £199,173).

Ridgway Holdings International Limited has provided a guarantee to secure the bank borrowings and debt factoring of Ridgway Rentals Limited.

Ridgway Holdings International Limited and the immediate holding parent company Sandford Assets Limited, have provided guarantees to secure various hire purchase liabilities of the subsidiary Ridgway Rentals Limited totalling £39,345,044 (2021: £40,949,716).

15.	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.

16.	ULTIMATE CONTROLLING PARTY