4.01 The statements of capital filed at Companies House show about [n] fewer shares than the Annual Reports and the voting-rights announcements
UK Company B · a UK-listed technology and logistics group · Compliance or disclosure gap
In brief
Every return of allotment the company delivered to Companies House from [date] onwards carries a statement of capital [n] ordinary shares ([n]% of the issued shares) below the number in issue. The return made up to [date] states [n] shares, while the Annual Report 2025 states [n] shares in issue at [date]; the Annual Report 2024 shows the same gap. One return in [date] states a third figure, [n]. The Annual Reports and the monthly voting-rights announcements agree with each other, so the error lies in the statements of capital on the public register.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2024, page 217; Annual Report 2025, page 243; Annual Report 2025, page 160. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Statements of capital filed with the returns of allotment state [n] shares (return made up to [date]) and [n] shares (return made up to [date]); the Annual Reports state [n] shares at [date] and [n] shares at [date] | What the rule requires Each statement of capital states the total number of shares of the company at the date to which the return is made up (about [n] in late 2024 and about [n] in [date]), in agreement with the share capital note and the voting-rights announcements |
What we checked: All [n] returns of allotment in the filing history from [date] to [date] (statement of capital totals read on each form), the two returns of October and [date] where the totals first diverge, the monthly total-voting-rights announcements, the share capital note and the directors' report share capital paragraph in both Annual Reports
The rule
Companies Act 2006 s.555(3)(b) and (4)(a)-(b)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
The statement of capital must state with respect to the company's share capital at the date to which the return is made up— (a) the total number of shares of the company, (b) the aggregate nominal value of those shares
Companies Act 2006 s.557(1)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
If a company makes default in complying with— section 555 (return of allotment of shares by limited company), or section 556 (return of allotment of new class of shares by unlimited company), an offence is committed by every officer of the company who is in default.
Why it matters
- The public register has shown a share count below the shares in issue for almost three years: lenders, counterparties, data vendors and a buyer's due diligence all see about [n] fewer shares than the company reports.
- The returns of June, July and [date] still carry the lower base ([n] shares at [date]), and no second filing appears.
The public register has shown a share count below the shares in issue for almost three years. Anyone relying on Companies House (lenders, counterparties, data vendors, a buyer's due diligence) sees about [n] fewer shares and [amount] less nominal capital than the company reports, and the [date] return contradicts the returns either side of it.
Exposure
Default in complying with section 555 is an offence by every officer in default (fine; daily default fine for continued contravention). In practice the registrar expects a second filing of each defective statement of capital; prosecution of a cured clerical error is unlikely. The penalty catalogue has no entry for section 557, so the provision is named here instead.
Our workings
FACT: The return of allotment received on [date] states a total of [n] shares. The next return, received on [date], states [n] shares, although it reports an allotment and no cancellation or purchase of own shares appears in the filing history. Every later statement of capital builds on the lower figure: [n] shares at [date], [n] at [date], [n] at [date], [n] at [date] and [n] at [date]. The return received on [date] states [n] shares. The company's own announcements give [n] shares at [date] and [n] at [date]; the Annual Report 2024 share capital note gives [n] at [date] and the Annual Report 2025 note gives [n] at [date], with [n] at [date] in the directors' report. COMPUTATION: see workings; the shortfall is [n] shares at the end of 2024 and [n] shares in [date], a nominal value of about [amount] at 2 pence a share. INFERENCE: the figure that fell by [n] shares in [date] without any cancellation has been carried forward ever since; the [date] figure is a third, unexplained total. The Annual Reports are right; the register is wrong.
| Step | Calculation | Result |
|---|---|---|
| Fall in the statement of capital, Oct to [date] | [n] - [n] = [n] | [n] shares, no cancellation filed |
| Shortfall at the end of 2024 | [n] - [n] = [n] | [n] shares |
| Shortfall in [date] | [n] - [n] = [n] | [n] shares |
| Shortfall in millions | [n] / [n] = [n] | [n] shares |
| Shortfall as a share of the issued shares | [n] / [n] = [n]% | [n]% |
| Nominal value of the shortfall | [n] x [n] = [n] | [amount] |
| [date] return against the [date] return plus its allotment | [n] - ([n] + [n]) = [n] | [n] shares unexplained |
| Nominal value in GBP million | [n] / [n] = [n] | [amount] |
Management’s best defence, and our reply
The company would say the register of members, the share capital note and the monthly voting-rights announcements are all correct, so no shareholder or investor was misled about the share count, and that the statement of capital is an administrative return whose error has no effect on the validity of any share. It would add that the difference is a carried-forward clerical figure from one [date] filing and can be cured by a second filing at any time. The answer: section 555(4)(a) requires each return to state the total number of shares at its date, and some [n] returns delivered across both years state a number about [n] too low, with a fourth-quarter 2025 return stating yet another figure; the register remains uncorrected in the [date] return. That the correct number is published elsewhere lowers the severity but does not make the statutory statement true.
The fix
- Deliver second filings (RP04SH01) correcting the statements of capital from [date] onwards, or at least the latest one, so that the register states the shares in issue ([n] at [date] per the company's announcement), and reconcile each future statement of capital to the share register before filing.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Return received [date]: the last statement of capital before the fall | Document | |
| 2 | Return received [date]: the total falls by about [n] shares with no cancellation filed | Document | |
| 3 | Return made up to [date]: the register's total at the end of the 2024 financial year | Document | |
| 4 | The company's own announcement of the shares in issue at the end of [date] | Document | |
| 5 | Annual Report 2024 share capital note: [n] shares at the year end | Document | Annual Report 2024, page 217 |
| 6 | Return received [date] states a third, different total | Document | |
| 7 | Return made up to [date], the return before the [date] one | Document | |
| 8 | Return made up to [date] returns to the lower base | Document | |
| 9 | The company's own announcement of the shares in issue at the end of [date] | Document | |
| 10 | Annual Report 2025 share capital note: [n] shares at the year end | Document | Annual Report 2025, page 243 |
| 11 | Return made up to [date], the last before the Annual Report 2025 was approved | Document | |
| 12 | Annual Report 2025 directors' report: shares in issue at [date] | Document | Annual Report 2025, page 160 |
| 13 | Return made up to [date] (after the report): the lower base is still carried forward | Document |
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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