JABCO_CAPITAL_LIMITED

JABCO CAPITAL LIMITED

STRATEGIC REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2013

- 1 -

Principal activities and review of the business

The principal activity of the Company is that of a holding company. The Company has been established to hold UK Group assets and to invest directly in the entire share capital of Caldwell Hardware UK Limited and other investments.

Business review

The company results are set out in the income statement. The loss before tax was £48,091.

Investment Income from US$ funds contributed £76,180 with cost of loans £17,014. The US$ based fund lost £103,238 on market movements and yearend currency revaluation into £Stg.

Plans to invest in Caldwell Hardware UK Limited crystallised in January 2014 with further asset purchases planned.

Principal risks and uncertainties

The principal risks facing the company continue to be competitive pressures and the performance of individual investments.

Key performance indicators

The key performance indicator used to determine the progress and performance of the company is % development of operating net worth each year.

Environment

The company monitors its activities and their impact on the environment to ensure appropriate measures are implemented to minimise any detrimental environmental effect.

Employees

There are no employees in the period except the Directors.

Future developments

On 2nd January 2014 the entire share capital of Caldwell Hardware UK Limited was acquired. The principle activities of Caldwell Hardware UK Limited are to be that of a market leader in specialist architectural hardware. On 6th January 2014 the entire share capital of Cotswolds Holdings Limited was acquired. Cotswold is engaged in the manufacture and sale of architectural hinges for commercial projected windows and is located in Cheltenham, UK.

By order of the board

Mr A R Jones

Secretary

10 June 2014

JABCO CAPITAL LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2013

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The directors present their report and financial statements for the Period ended 31 December 2013.

Principal activities

The company was incorporated on 3rd September 2013 with the intention of becoming a holding and investment company.

Results and dividends

The results for the Period are set out on page 6.

Directors

The following directors have held office since 3 September 2013:

Mr J Boucher

(Appointed 3 September 2013)

Mr E Boucher

(Appointed 3 September 2013)

Mr A J Macaulay

(Appointed 3 September 2013)

Mr E W Mertz

(Appointed 3 September 2013)

Mr A R Jones

(Appointed 21 October 2013)

Auditors

Burgis & Bullock were appointed auditors to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, 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 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.

JABCO CAPITAL LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2013

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Statement of disclosure to auditors

So far as the directors are aware, there is no relevant audit information of which the company's auditors are unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditors are aware of that information.

By order of the board

Mr A R Jones

Secretary

10 June 2014

JABCO CAPITAL LIMITED

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF JABCO CAPITAL LIMITED

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We have audited the financial statements of Jabco Capital Limited for the Period ended 31 December 2013 set out on pages 6 to 13. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

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 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 as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities Statement set out on pages 2 - 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2013 and of its loss for the Period 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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report and Directors' Report for the financial Period for which the financial statements are prepared is consistent with the financial statements.

JABCO CAPITAL LIMITED

INDEPENDENT AUDITORS' REPORT (CONTINUED)

TO THE MEMBERS OF JABCO CAPITAL LIMITED

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Matters on which we are required to report by exception

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.

Wende Ann Hubbard FCCA (Senior Statutory Auditor)

for and on behalf of Burgis & Bullock

10 June 2014

Chartered Accountants

Statutory Auditor

2 Chapel Court

Holly Walk

Leamington Spa

Warwickshire

CV32 4YS

JABCO CAPITAL LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE PERIOD ENDED 31 DECEMBER 2013

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Period

ended

31 December

2013

Notes

Administrative expenses

(4,019)

Operating loss

(4,019)

Investment income

76,180

Amounts written off investments

(103,238)

Interest payable and similar charges

(17,014)

Loss on ordinary activities before taxation

(48,091)

Tax on loss on ordinary activities

(4,296)

Loss for the Period

(52,387)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

There are no recognised gains and losses other than those passing through the profit and loss account.

JABCO CAPITAL LIMITED

BALANCE SHEET

AS AT

31 DECEMBER 2013

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2013

Notes

Fixed assets

Investments

6,952,413

Current assets

Debtors

302,157

Cash at bank and in hand

5,819,890

6,122,047

Creditors: amounts falling due within one year

(13,126,846)

Net current liabilities

(7,004,799)

Total assets less current liabilities

(52,386)

Capital and reserves

Called up share capital

Profit and loss account

(52,387)

Shareholders' funds

(52,386)

Approved by the Board and authorised for issue on 10 June 2014

Mr A J Macaulay

Director

Company Registration No. 08673067

JABCO CAPITAL LIMITED

CASH FLOW STATEMENT

FOR THE PERIOD ENDED 31 DECEMBER 2013

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Period

ended

31 December

2013

Net cash outflow from operating activities

(247,269)

Returns on investments and servicing of finance

Interest received

527

Interest paid

(17,014)

Dividends received

82,917

Net cash inflow for returns on investments and servicing of finance

66,430

Taxation

(4,296)

Financial investment

Cash transferred from group undertakings

9,567,939

Payments to acquire investments

(8,665,385)

Receipts from sales of investments

1,602,470

Net cash outflow for capital expenditure

2,505,024

Net cash outflow before management of liquid resources and financing

2,319,889

Financing

Issue of ordinary share capital

Other new short term loans

3,500,000

Net cash inflow from financing

3,500,001

Increase in cash in the Period

5,819,890

JABCO CAPITAL LIMITED

NOTES TO THE CASH FLOW STATEMENT

FOR THE PERIOD ENDED 31 DECEMBER 2013

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Reconciliation of operating loss to net cash inflow/(outflow) from operating activities

2013

Operating (loss)/profit

(4,019)

Increase in debtors

(302,157)

Increase in creditors within one year

58,907

Net cash outflow from operating activities

(247,269)

Analysis of net funds

3 September 2013

Cash flow

Other non-cash changes

Net cash:

Cash at bank and in hand

5,819,890

Bank deposits

Debt:

Debts falling due within one year

(3,500,000)

Net funds

2,319,890

Reconciliation of net cash flow to movement in net funds

2013

Increase in cash in the Period

5,819,890

Cash inflow from increase in debt

(3,500,000)

Movement in net funds in the Period

2,319,890

Opening net debt

Closing net funds

2,319,890

JABCO CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2013

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Accounting policies

1.1

Accounting convention

The financial statements are prepared under the historical cost convention.

1.2

Compliance with accounting standards

The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).

1.3

Investments

Fixed asset investments are stated at market value with provision for diminution in value included in the profit and loss account.

1.4

Deferred taxation

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

1.5

Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.

Investment income

2013

Income from fixed asset investments

76,180

Amounts written off investments

2013

Amounts written off fixed asset investments:

- temporary diminution in value

103,238

Interest payable

2013

On amounts payable to group companies

13,907

On bank loans and overdrafts

3,107

17,014

JABCO CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2013

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Taxation

2013

Foreign corporation tax

Other foreign tax

4,296

Total current tax

4,296

Factors affecting the tax charge for the period

Loss on ordinary activities before taxation

(48,091)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 20.00%

(9,618)

Effects of:

Non deductible expenses

6,053

Chargeable loss

(11,283)

Foreign tax adjustments

4,296

Losses

14,848

13,914

Current tax charge for the period

4,296

No deferred tax asset has been recognised in the accounts in respect of the fair value movements on the investments in listed shares.

Fixed asset investments

Listed investments

Cost

At 3 September 2013

Additions

8,665,385

Revaluation

(103,238)

Disposals

(1,609,734)

At 31 December 2013

6,952,413

Net book value

At 31 December 2013

6,952,413

JABCO CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2013

- 12 -

Debtors

2013

Other debtors

6,800

Prepayments and accrued income

295,357

302,157

Creditors: amounts falling due within one year

2013

Bank loans and overdrafts

3,500,000

Trade creditors

40,800

Amounts owed to parent and fellow subsidiary undertakings

9,567,939

Accruals and deferred income

18,107

13,126,846

Share capital

2013

Allotted, called up and fully paid

1 Ordinary of £1 each

During the year £1 share capital was issued at par value.

Statement of movements on profit and loss account

Profit
and loss
account

Loss for the period

(52,387)

JABCO CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2013

- 13 -

Reconciliation of movements in shareholders' funds

2013

Loss for the financial Period

(52,387)

Proceeds from issue of shares

Net depletion in shareholders' funds

(52,386)

Opening shareholders' funds

Closing shareholders' funds

(52,386)

Employees

Number of employees

There were no employees during the Period apart from the directors.

Post balance sheet events

Effective Jan 6, 2014, the Company purchased the entire share capital of Cotswold Holdings Limited [Company Registration Number 05366686] (Cotswold) for £6.75M, £1.0m of which represents deferred consideration payable upon the first anniversary of the acquisition. Since that date the company negotiated with the Vendors of Cotswold and agreed a £1.0m reduction of the original purchase price . Cotswold is engaged in the manufacture and sale of architectural hinges for commercial projected windows and is located in Cheltenham, UK.