Pinnacle UK Group Limited - Limited company accounts 23.2

REGISTERED NUMBER: 11653493 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 June 2023

for

Pinnacle UK Group Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

D Bramwell

V Goldberg

A S Knight

REGISTERED OFFICE:

Unit 4 Turbine Road

Wirral

Merseyside

CH41 9BA

REGISTERED NUMBER:

11653493 (England and Wales)

AUDITORS:

Haines Watts

Statutory Auditor

3rd Floor Pacific Chambers

11-13 Victoria Street

Liverpool

Merseyside

L2 5QQ

The directors present their strategic report for the year ended 30 June 2023.

REVIEW OF BUSINESS

As at the year end the company GIPFEL Electrical Holdings Limited (company number 13996201) was the parent company of Pinnacle UK Group Limited and was the ultimate parent company of the Pinnacle Group of companies.

There were minimal activities within Pinnacle UK Group Limited in the year ended 30 June 2022 save for inter group dividends.

We refer you to the consolidated group accounts of GIPFEL Electrical Holdings Limited and its group Strategic Report for the year ended 30 June 2023 to provide in-depth narrative of the performance and strategy of the group.

PRINCIPAL RISKS AND UNCERTAINTIES

The board of directors is responsible for the identification of business risks and for developing plans to mitigate such risk, so to reduce it's impact on the Group. The board continues to plan and take appropriate action to ensure effective cost management across the Group, to further strengthen and develop its service offering, to secure new business, manage and improve liquidity and optimise debt usage.

Prudent management of working capital and liquidity has helped support good commercial decisions, whilst protecting our key stakeholders, customers and suppliers.

KEY PERFORMANCE INDICATORS

Being a dormant holding company except for intra-group dividends, the key performance indicator is the level of reserves held throughout the period to ensure positive reserves are maintained.

ON BEHALF OF THE BOARD:

A S Knight - Director

16 April 2024

The directors present their report with the financial statements of the company for the year ended 30 June 2023.

DIVIDENDS

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2022 to the date of this report.

D Bramwell

V Goldberg

A S Knight

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, Haines Watts, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A S Knight - Director

16 April 2024

Opinion

We have audited the financial statements of Pinnacle UK Group Limited (the 'company') for the year ended 30 June 2023 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 June 2023 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 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principle risks were related to inflated revenue and profit.

Audit procedures performed included:

- review of the financial statement disclosures to underlying supporting documentation.

- review of any correspondence with legal advisors, and enquiries of management and those charged with governance around actual and potential litigation and claims

- enquiries with company's staff to identify any instances with non-compliance with laws and regulations

- enquiries of management and review of monthly management accounts and reports in so far as they related to the financial statements

- testing of journals and evaluating, whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud, and evaluating the business rationale of significant transactions outside the normal course of business

- undertaking detailed substantive testing of material items and a sample of other items

- consideration of the reasonableness of the figures and analytical review, including comparison with previous years and expected trends

- review of the compliance with and effectiveness of internal controls

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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.

Michael J Forshaw (Senior Statutory Auditor)

for and on behalf of Haines Watts

Statutory Auditor

3rd Floor Pacific Chambers

11-13 Victoria Street

Liverpool

Merseyside

L2 5QQ

16 April 2024

TURNOVER

-

OPERATING PROFIT

-

Income from shares in group undertakings

979,000

234,648

PROFIT BEFORE TAXATION

979,000

234,648

Tax on profit

4

-

PROFIT FOR THE FINANCIAL YEAR

979,000

234,648

PROFIT FOR THE YEAR

979,000

234,648

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

979,000

234,648

FIXED ASSETS

Investments

6

356,145

CURRENT ASSETS

Debtors

7

1,777

CREDITORS

Amounts falling due within one year

8

1,519

NET CURRENT ASSETS

258

TOTAL ASSETS LESS CURRENT
LIABILITIES

356,403

CAPITAL AND RESERVES

Called up share capital

9

200

Other reserves

10

355,894

Retained earnings

10

309

SHAREHOLDERS' FUNDS

356,403

The financial statements were approved by the Board of Directors and authorised for issue on 16 April 2024 and were signed on its behalf by:

A S Knight - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

Balance at 1 July 2021

200

308

355,894

356,402

Changes in equity

Dividends

-

(234,647

)

-

(234,647

)

Total comprehensive income

-

234,648

-

234,648

Balance at 30 June 2022

200

309

355,894

356,403

Changes in equity

Dividends

-

(979,000

)

-

(979,000

)

Total comprehensive income

-

979,000

-

979,000

Balance at 30 June 2023

200

309

355,894

356,403

1.	STATUTORY INFORMATION

Pinnacle UK Group Limited 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.	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.

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 June 2023 nor for the year ended 30 June 2022.

The average number of employees during the year was NIL (2022 - NIL).

30.6.23

30.6.22

£

Directors' remuneration

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 June 2023 nor for the year ended 30 June 2022.

5.

DIVIDENDS

30.6.23

30.6.22

£

Ordinary A Shares shares of 1 each

Interim

979,000

234,647

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 July 2022

and 30 June 2023

356,145

NET BOOK VALUE

At 30 June 2023

356,145

At 30 June 2022

356,145

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

Pinnacle Electrical Supplies Ltd

Registered office: Unit 4 Turbine Road, Wirral, Merseyside, England, CH41 9BA

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

Pinnacle Plumbing and Heating Supplies Ltd

Registered office: Unit 4 Turbine Road, Turbine Business Park, Birkenhead, England, CH41 9BA

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

Pinnacle Electrical Supplies (Bolton) Ltd

Registered office: Unit 4 Turbine Road, Turbine Business Park, Birkenhead, England, CH41 9BA

Nature of business:

%

Class of shares:

holding

Ordinary

51.00

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.23

30.6.22

£

Amounts owed by group undertakings

1,777

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.23

30.6.22

£

Amounts owed to group undertakings

151

Accruals and deferred income

1,368

1,519

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Nomin
al

30.06.22

30.06.21

Number:

Class:

Value

£

50

Ordinary 'A' share

£1

50

Ordinary 'B' share

£1

50

Ordinary 'C' share

£1

50

Ordinary 'D' share

£1

50

200

10.

RESERVES

Retained

Other

earnings

reserves

Totals

£

At 1 July 2022

309

355,894

356,203

Profit for the year

979,000

Dividends

(979,000

)

(979,000

)

At 30 June 2023

309

355,894

356,203

11.	ULTIMATE CONTROLLING PARTY

Pinnacle UK Group Limited is a subsidiary of Gipfel Electrical Holdings Limited.

There is considered to be no ultimate controlling party.