Company Registration No. 13045895 (England and Wales)
SAFE FLEET UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
SAFE FLEET UK LIMITED
COMPANY INFORMATION
Directors
Michael Schulte
(Appointed 22 February 2021)
John Knox
(Appointed 22 February 2021)
Charles Gessler
(Appointed 22 February 2021)
Pierre Nadeau
(Appointed 15 February 2022)
Company number
13045895
Registered office
Durite Works
Valley Road
Dovercourt
Essex
CO12 4RX
Auditor
HW Fisher LLP
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
Bankers
Bank of America
Premier Place
2.5 Devonshire Square
London
EC2M 4UJ
SAFE FLEET UK LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 33
SAFE FLEET UK LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 1 -

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

Fair review of the business

The company was incorporated on 26 November 2020. On 2 March 2021, the company acquired the entire share capital of Spring Topco Limited, including its subsidiaries: Spring Midco Limited, Spring Bidco Limited and Durite Limited. On 31 March 2021, Spring Bidco Limited transferred ownership of Durite Limited to Safe Fleet UK Limited.

 

The principal activity of the group is the manufacture and supply of Durite Branded electrical parts for the commercial vehicle aftermarkets. Durite Limited has been trading for almost 80 years and the Durite brand is synonymous with quality products and outstanding customer service.

 

The group has a strong focus on the UK market, with sales to UK based customers accounting for 90% of turnover in the period. The gross profit margin for the period was 38%.

 

The group is committed to providing its customers with reliable high quality products that are competitively priced and ensuring very high levels of stock availability and customer service. The dedication of the group's staff has been instrumental in the continued development and growth of the group.

Principal risks and uncertainties

The group supplies its products to a wide range of customers minimising the exposure to any one customer. The group has a diversified supplier base in the UK, Continental Europe and the Far East which minimises the risk of disruption to supply. Purchases are in different currencies and are subject to exchange rate fluctuations. The group no longer mitigates the impact on cost of sales of the volatility of Sterling against the US Dollar and the Euro through hedging exchange rates, but monitors changes in foreign exchange rates closely. The group is exposed to the usual credit risks and cashflows associated with selling on credit and it manages these risks through credit control procedures.

Development and performance

The group made a pre-tax profit of $46,920 for the year on a turnover of $25,568,676.

 

At 31 December 2021 the group had net assets of $54,108,599.

Key performance indicators

The group uses a variety of key performance indicators to monitor the business. These key performance indicators include sales, margins, debtors, stock, cash, product quality and customer service. There is a particular focus on ensuring and monitoring product quality and maintaining high levels of customer service.

On behalf of the board

Pierre Nadeau
Director
17 August 2022
SAFE FLEET UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 2 -

The directors present their annual report and financial statements for the period ended 31 December 2021.

Principal activities

The principal activity of the company and group continued to be that of the supply of Durite branded electrical parts for the commercial vehicle aftermarkets. Durite Limited has been trading for over 80 years and the Durite brand is synonymous with quality products and outstanding customer service.

Results and dividends

The results for the period are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Michael Schulte
(Appointed 22 February 2021)
John Knox
(Appointed 22 February 2021)
Charles Gessler
(Appointed 22 February 2021)
Pierre Nadeau
(Appointed 15 February 2022)
Financial instruments
Interest rate risk

The group's working capital was funded by borrowings from the parent company during the period. The loan bears interest at a fixed rate. There are no external borrowings bearing interest.

Foreign currency risk

The group has exposure to currency risk due to purchases in either Sterling or Euros. There is some degree of natural hedging in respect of Euros as a result of sales into the Republic of Ireland and Europe.

 

Interest rate and currency risk is managed.

Post reporting date events

After the period end, the company acquired a further subsidiary. The company also reduced its share capital. For further detail, please see note 27.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually 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 auditor of the company is aware of that information.

On behalf of the board
Pierre Nadeau
Director
17 August 2022
SAFE FLEET UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 3 -

The directors are responsible for preparing the Annual 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

SAFE FLEET UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SAFE FLEET UK LIMITED
- 4 -
Opinion

We have audited the financial statements of Safe Fleet UK Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2021 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:

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 Auditor's 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 group's and parent 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

SAFE FLEET UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SAFE FLEET UK LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 is 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 parent 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.

Auditor's 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 an auditor's report 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.

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.

As part of our planning process:

 

SAFE FLEET UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SAFE FLEET UK LIMITED
- 6 -

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's 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.

Russell Nathan (Senior Statutory Auditor)
For and on behalf of HW Fisher LLP
Chartered Accountants
Statutory Auditor
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
17 August 2022
SAFE FLEET UK LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 7 -
Period
ended
31 December
2021
Notes
$
Turnover
3
25,568,676
Cost of sales
(15,680,049)
Gross profit
9,888,627
Distribution costs
(983,859)
Administrative expenses
(7,271,028)
Operating profit
4
1,633,740
Interest receivable and similar income
8
889
Interest payable and similar expenses
9
(1,639,025)
Fair value gains on derivatives
51,316
Profit before taxation
46,920
Tax on profit
10
(732,008)
Loss for the financial period
(685,088)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.

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

SAFE FLEET UK LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 8 -
Period
ended
31 December
2021
$
Loss for the period
(685,088)
Other comprehensive income
Revaluation of tangible fixed assets
626,980
Currency translation differences
(446,453)
Tax relating to other comprehensive income
(156,745)
Other comprehensive income for the period
23,782
Total comprehensive income for the period
(661,306)
Total comprehensive income for the period is all attributable to the owners of the parent company.
SAFE FLEET UK LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 9 -
2021
Notes
$
$
Fixed assets
Goodwill
11
41,014,958
Other intangible assets
11
284,810
Total intangible assets
41,299,768
Tangible assets
12
2,156,009
Investments
13
8,580
43,464,357
Current assets
Stocks
15
10,449,035
Debtors
16
34,945,097
Cash at bank and in hand
1,610,781
47,004,913
Creditors: amounts falling due within one year
17
(4,096,410)
Net current assets
42,908,503
Total assets less current liabilities
86,372,860
Creditors: amounts falling due after more than one year
18
(32,000,000)
Provisions for liabilities
Deferred tax liability
20
264,261
(264,261)
Net assets
54,108,599
Capital and reserves
Called up share capital
23
54,769,905
Revaluation reserve
470,235
Profit and loss reserves
(1,131,541)
Total equity
54,108,599
The financial statements were approved by the board of directors and authorised for issue on 17 August 2022 and are signed on its behalf by:
17 August 2022
Pierre Nadeau
Director
SAFE FLEET UK LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2021
31 December 2021
- 10 -
2021
Notes
$
$
Fixed assets
Investments
13
58,032,173
Current assets
Debtors
16
28,500,613
Creditors: amounts falling due within one year
17
(10,558)
Net current assets
28,490,055
Total assets less current liabilities
86,522,228
Creditors: amounts falling due after more than one year
18
(32,000,000)
Net assets
54,522,228
Capital and reserves
Called up share capital
23
54,769,905
Profit and loss reserves
(247,677)
Total equity
54,522,228

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $247,677.

The financial statements were approved by the board of directors and authorised for issue on 17 August 2022 and are signed on its behalf by:
17 August 2022
Pierre Nadeau
Director
Company Registration No. 13045895
SAFE FLEET UK LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 11 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
$
$
$
$
Period ended 31 December 2021:
Loss for the period
-
-
(685,088)
(685,088)
Other comprehensive income:
Revaluation of tangible fixed assets
-
626,980
-
626,980
Currency translation differences
-
-
(446,453)
(446,453)
Tax relating to other comprehensive income
-
(156,745)
-
0
(156,745)
Total comprehensive income for the period
-
470,235
(1,131,541)
(661,306)
Issue of share capital
23
54,769,905
-
-
54,769,905
Balance at 31 December 2021
54,769,905
470,235
(1,131,541)
54,108,599
SAFE FLEET UK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 12 -
Share capital
Profit and loss reserves
Total
Notes
$
$
$
Period ended 31 December 2021:
Loss and total comprehensive income for the period
-
(247,677)
(247,677)
Issue of share capital
23
54,769,905
-
54,769,905
Balance at 31 December 2021
54,769,905
(247,677)
54,522,228
SAFE FLEET UK LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 13 -
2021
Notes
$
$
Cash flows from operating activities
Cash generated from/(absorbed by) operations
29
2,615,275
Interest paid
(1,630,151)
Income taxes paid
(927,210)
Net cash inflow/(outflow) from operating activities
57,914
Investing activities
Purchase of intangible assets
(362,909)
Proceeds on disposal of intangibles
249,242
Purchase of tangible fixed assets
234,611
Proceeds on disposal of tangible fixed assets
(248,672)
Purchase of subsidiaries
(56,542,276)
Interest received
872
Net cash used in investing activities
(56,669,132)
Financing activities
Proceeds from issue of shares
26,269,292
Proceeds from borrowings
32,000,000
Net cash generated from/(used in) financing activities
58,269,292
Net increase in cash and cash equivalents
1,658,074
Cash and cash equivalents at beginning of period
-
Effect of foreign exchange rates
(47,293)
Cash and cash equivalents at end of period
1,610,781
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 14 -
1
Accounting policies
Company information

Safe Fleet UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Durite Works, Valley Road, Dovercourt, Essex, United Kingdom, CO12 4RX .

 

The group consists of Safe Fleet UK Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in $ (United States Dollar), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Safe Fleet UK Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2021. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The directors have considered the effect of the Covid-19 pandemic on the business. The business has traded through the Covid-19 crisis and has demonstrated resilience as an important supplier to the vital HGV and LCV transport infrastructure. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Reporting period

These financial statements have been prepared for the 13 month period to 31 December 2021. The period has been extended in order to achieve the year end date of 31 December 2021.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 16 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
15% straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold buildings
4% straight line
Plant and machinery
15% reducing balance
Fixtures, fittings and equipment
20% straight line
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 17 -
1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 18 -
Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 19 -
1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Unit Appreciation Rights payments

Cash-settled Unit Appreciation Rights (UAR) payments are measured at fair value at the date of grant by reference to the fair value of the instruments granted using the Monte Carlo Simulation model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of UARs that will eventually vest. A corresponding adjustment is made to creditors as they are cash settled. At the end of each reporting date, the fair value is remeasured and the expense and liability adjusted accordingly.

1.20
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.21
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stock impairment provision

Stock is measured at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stock. Calculation of these provisions require judgements to be made which include forecasting, consumer demand, competitive and economic environment and inventory loss trends.

 

At the period end, the carrying value of the stock provision was $415,194.

SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
2
Judgements and key sources of estimation uncertainty
(Continued)
- 20 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Valuation of land and buildings

In accordance with the accounting standards adopted by the company, its property used for the trade of the business is stated at valuation with changes in fair value being recognised through other comprehensive income. The directors have consulted with external valuers to ascertain the fair value of the land and buildings. The most recent professional valuation took place on 7 July 2022. The directors have estimated the valuation at 31 December 2021 by apportioning the increase in value since the last valuation at 31 March 2019 on a straight line basis. The professional valuation was determined by using recognised valuation techniques and taking into consideration any recent market transactions for similar properties in similar locations to the property held by the company. The valuation is inherently subjective, as the valuations are made on the basis of the assumptions made by the valuer and the directors which may not prove accurate. Deferred tax has been recognised on the revalued property, based on the estimated carrying value at period end.

Amortisation of goodwill

The group acquired the entire share capital of Spring Topco Limited and its subsidiaries on 2 March 2021 from a third party. On acquisition the group recognised $44,743,591 of goodwill.

 

The directors have considered the period of amortisation for the goodwill and have concluded that the estimated useful life of the goodwill is 10 years based on the forecasts for the group acquired. An amortisation charge of $3,728,633 has been recognised in the profit and loss account during the period.

 

The directors reviewed the goodwill for impairment at the period end and concluded that no impairment was required based on the financial performance of the trading subsidiary, Durite Limited.

3
Turnover and other revenue
2021
$
Turnover analysed by class of business
Sale of goods
25,568,676
2021
$
Other significant revenue
Interest income
889
2021
$
Turnover analysed by geographical market
United Kingdom
22,937,460
Europe
2,471,283
Rest of world
159,933
25,568,676
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 21 -
4
Operating profit
2021
$
Operating profit for the period is stated after charging:
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
1,143,842
Depreciation of owned tangible fixed assets
94,359
Amortisation of intangible assets
3,798,461
Operating lease charges
65,859
5
Auditor's remuneration
2021
Fees payable to the company's auditor and associates:
$
For audit services
Audit of the financial statements of the group and company
10,705
Audit of the financial statements of the company's subsidiaries
32,647
43,352
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2021
2021
Number
Number
Directors
2
-
Sales staff
8
-
Administrative staff
18
-
Factory workforce
54
-
Total
82
-
0

Their aggregate remuneration comprised:

Group
Company
2021
2021
$
$
Wages and salaries
3,323,393
-
0
Social security costs
329,564
-
0
Pension costs
97,488
-
0
3,750,445
-
0
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 22 -
7
Directors' remuneration
2021
$
Remuneration for qualifying services
-

No directors of the group or company received any remuneration during the period.

 

The number of directors for whom retirement benefits are accruing under defined contribution schemes amount to Nil.

8
Interest receivable and similar income
2021
$
Interest income
Other interest income
889
9
Interest payable and similar expenses
2021
$
Interest on bank overdrafts and loans
8,874
Interest payable to group undertakings
1,630,151
Total finance costs
1,639,025
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 23 -
10
Taxation
2021
$
Current tax
UK corporation tax on profits for the current period
784,367
Deferred tax
Origination and reversal of timing differences
(52,359)
Total tax charge
732,008

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2021
$
Profit before taxation
46,920
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00%
8,915
Tax effect of expenses that are not deductible in determining taxable profit
591,078
Unutilised tax losses carried forward
160,091
Effect of change in corporation tax rate
26,165
Permanent capital allowances in excess of depreciation
(11,140)
Depreciation on assets not qualifying for tax allowances
(43,101)
Taxation charge
732,008

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2021
$
Deferred tax arising on:
Revaluation of property
156,745
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 24 -
11
Intangible fixed assets
Group
Goodwill
Software
Total
$
$
$
Cost
At 26 November 2020
-
0
-
0
-
0
Additions - business combinations
44,743,591
257,990
45,001,581
Additions - separately acquired
-
0
104,919
104,919
Exchange adjustments
-
0
(9,231)
(9,231)
At 31 December 2021
44,743,591
353,678
45,097,269
Amortisation and impairment
At 26 November 2020
-
0
-
0
-
0
Amortisation charged for the period
3,728,633
69,828
3,798,461
Transfers
-
0
(960)
(960)
At 31 December 2021
3,728,633
68,868
3,797,501
Carrying amount
At 31 December 2021
41,014,958
284,810
41,299,768
The company had no intangible fixed assets at 31 December 2021.
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 25 -
12
Tangible fixed assets
Group
Freehold land and buildings
Plant and machinery
Fixtures, fittings and equipment
Motor vehicles
Total
$
$
$
$
$
Cost
At 26 November 2020
-
0
-
0
-
0
-
0
-
0
Business combinations
1,226,000
310,146
89,071
8,447
1,633,664
Additions
-
0
10,674
12,705
-
0
23,379
Disposals
-
0
-
0
(1,910)
-
0
(1,910)
Revaluation
605,864
-
0
-
0
-
0
605,864
Exchange adjustments
(37,013)
(9,510)
(2,837)
(255)
(49,615)
At 31 December 2021
1,794,851
311,310
97,029
8,192
2,211,382
Depreciation and impairment
At 26 November 2020
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
21,410
51,454
19,936
1,559
94,359
Eliminated in respect of disposals
-
0
-
0
(401)
-
0
(401)
Revaluation
(21,116)
-
0
-
0
-
0
(21,116)
Exchange adjustments
(294)
(16,888)
(266)
(21)
(17,469)
At 31 December 2021
-
0
34,566
19,269
1,538
55,373
Carrying amount
At 31 December 2021
1,794,851
276,744
77,760
6,654
2,156,009
The company had no tangible fixed assets at 31 December 2021.

The land and buildings were revalued on 7 July 2022 by FennWright Chartered Surveyors. The land and buildings were valued at £1,400,000 at 7 July 2022 based on their freehold vacant possession interest. The Directors have estimated the valuation at 31 December 2021 by apportioning the increase in value since the fair valuation at acquisition in March 2021 on a straight line basis. The Directors estimate that the valuation of the land and buildings at 31 December 2021 is £1,326,000 which translates to $1,794,851 at that date.

13
Fixed asset investments
Group
Company
2021
2021
Notes
$
$
Investments in subsidiaries
14
-
0
58,032,173
Unlisted investments
8,580
-
0
8,580
58,032,173
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
13
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Group
Investments other than loans
$
Cost
At 26 November 2020
-
Additions from business combinations
8,580
At 31 December 2021
8,580
Carrying amount
At 31 December 2021
8,580
Movements in fixed asset investments
Company
Shares in group undertakings
$
Cost
At 26 November 2020
-
Additions
58,032,173
At 31 December 2021
58,032,173
Carrying amount
At 31 December 2021
58,032,173
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2021 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Durite Limited
Durite Works, Valley Road, Dovercourt, Essex, CO12 4RX, United Kingdom
Ordinary shares
100.00
-
*Spring Topco Limited
Durite Works, Valley Road, Dovercourt, Essex, CO12 4RX, United Kingdom
Ordinary shares
100.00
-
*Spring Midco Limited
Durite Works, Valley Road, Dovercourt, Essex, CO12 4RX, United Kingdom
Ordinary shares
0
100.00
*Spring Bidco Limited
Durite Works, Valley Road, Dovercourt, Essex, CO12 4RX, United Kingdom
Ordinary shares
0
100.00

The following subsidiaries were exempt from being audited under section 480 of the Companies Act and are not consolidated in these financial statements as they were dormant during the period: Spring Topco Limited, Spring Midco Limited and Spring Bidco Limited.

(*) These subsidiaries were wound up and struck off the register of companies after the period end on 1 March 2022.

SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 27 -
15
Stocks
Group
Company
2021
2021
$
$
Raw materials and consumables
4,471,086
-
0
Finished goods and goods for resale
5,977,949
-
0
10,449,035
-
0
16
Debtors
Group
Company
2021
2021
Amounts falling due within one year:
$
$
Trade debtors
6,266,063
-
0
Unpaid share capital
28,500,613
28,500,613
Corporation tax recoverable
90,377
-
0
Amounts owed by group undertakings
14,037
-
Prepayments and accrued income
74,007
-
0
34,945,097
28,500,613
17
Creditors: amounts falling due within one year
Group
Company
2021
2021
$
$
Trade creditors
1,581,621
-
0
Amounts owed to group undertakings
251,766
-
0
Other taxation and social security
885,362
-
Accruals and deferred income
1,377,661
10,558
4,096,410
10,558
18
Creditors: amounts falling due after more than one year
Group
Company
2021
2021
Notes
$
$
Loans from parent company
19
32,000,000
32,000,000
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
18
Creditors: amounts falling due after more than one year
(Continued)
- 28 -
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
(32,000,000)
(32,000,000)

The company received an intragroup loan during the period for $32,000,000 for the purpose of acquisition. The loan is repayable by 1 March 2028. Interest accrues daily on the loan capital balance at 6%.

19
Loans and overdrafts
Group
Company
2021
2021
$
$
Loans from group undertakings
32,000,000
32,000,000
Payable after one year
32,000,000
32,000,000

The company received an intragroup loan during the period for $32,000,000 for the purpose of acquisition. The loan is repayable by 1 March 2028. Interest accrues daily on the loan capital balance at 6%.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2021
Group
$
Revaluations
197,084
Investments
85,323
Short term timing differences
(18,146)
264,261
The company has no deferred tax assets or liabilities.
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
20
Deferred taxation
(Continued)
- 29 -
Group
Company
2021
2021
Movements in the period:
$
$
Asset at 26 November 2020
-
-
Credit to profit or loss
(52,539)
-
Charge to other comprehensive income
156,745
-
Acquired during the period
164,110
-
Effects of foreign exchange
(4,055)
-
Liability at 31 December 2021
264,261
-

The corporation tax rate during the year was 19% and the closing provision was based on an expected corporation tax rate of 25%.

21
Retirement benefit schemes
2021
Defined contribution schemes
$
Charge to profit or loss in respect of defined contribution schemes
97,488

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Unit Appreciation Rights transactions

The group has a Unit Appreciation Rights (UAR) scheme in place with certain employees. The scheme is part of a group plan with employees receiving rights in the ultimate parent company which are cash settled. The rights entitle certain employees to a cash payment throughout a vesting period of 5 years, The amount payable will be determined based on the increase of the underlying price of a specific share class in the ultimate parent company.

Number of UARs
Distribution threshold
2021
2021
Number
$
Outstanding at 26 November 2020
-
-
Granted
38,000
11.00
Outstanding at 31 December 2021
38,000
11.00

The UARs have a vesting period over five years and are based on performance targets.

SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
22
Unit Appreciation Rights transactions
(Continued)
- 30 -
Group and company

The directors have estimated the fair value of the UARs at grant using the Monte Carlo Simulation model. This model was used as it simulates the stock price on which the UARs are valued, as of each valuation date, on a daily basis through the end of the vesting period. As part of this model calculation, they used estimates to form the inputs which the calculation is based off.

Inputs were as follows:
- Current equity value
- Term
- Volatility
- Risk-free rate
- Random normal figure

The directors estimate that the fair value of the Unit Appreciation Rights are not material. Therefore no expense or liability has been recognised in the financial statements for this period.

23
Share capital
2021
2021
Ordinary share capital
Number
$
Issued and not fully paid
Ordinary shares of £1 each
39,296,547
54,769,905

On incorporation, 1 Ordinary share of £1 was issued at par. On 1 March 2021, 39,296,546 Ordinary shares of £1 each were issued at par.

 

After the period end on 17 February 2022, the company reduced its share capital by way of a cancellation of 21,049,197 ordinary shares. Therefore the remaining number of shares in issue after the cancellation was 18,247,350 ordinary shares of £1 each.

After the period end on 7 March 2022, the company issued 4,970,180 Ordinary shares of £1 each at par.

SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 31 -
24
Acquisition of a business

On 2 March 2021 the group acquired 100 percent of the issued capital of Spring Topco Limited. The subsidiaries of Spring Topco Limited (Spring Midco Limited, Spring Bidco Limited and Durite Limited) were also acquired.

Book Value
Adjustments
Fair Value
Net assets acquired
$
$
$
Property, plant and equipment
1,890,697
-
1,890,697
Investments
8,848
-
8,848
Inventories
4,583,525
-
4,583,525
Trade and other receivables
7,365,678
-
7,365,678
Cash and cash equivalents
1,489,897
-
1,489,897
Trade and other payables
(1,324,332)
-
(1,324,332)
Tax liabilities
(533,187)
-
(533,187)
Deferred tax
(164,110)
-
(164,110)
Total identifiable net assets
13,317,016
-
13,317,016
Goodwill
44,715,157
Total consideration
58,032,173
The consideration was satisfied by:
$
Cash
58,032,173
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
$
Turnover
25,568,676
Profit after tax
5,583,229
25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2021
2021
$
$
Within one year
53,037
-
Between two and five years
64,246
-
117,283
-
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 32 -
26
Events after the reporting date

After the year end, on 7 March 2022, Safe Fleet UK Limited acquired 100% of the share capital of Lab-Craft Holdings Limited and its subsidiaries. The total consideration paid was £17,369,319 which translates to $22,875,393.

 

Lab-Craft Holdings Limited's registered office is Durite Works, Valley Road, Dovercourt, Essex, England, CO12 4RX and registered number is 12491612.

 

On 7 March 2022, the company borrowed funds amounting to $14,629,159 from a group company to fund the acquisition of Lab-Craft Holdings Limited.

27
Related party transactions
Transactions with related parties

During the period, the group administered the payroll expenditure for an employee of Elkhart Brass Manufacturing Company LLC, a company under common control incorporated in the United States. At the period end, the group was owed $14,037 by Elkhart Brass Manufacturing Company LLC.

28
Controlling party

The immediate parent company is Safe Fleet Acquisition Corporation, a company incorporated in the United States, with registered office at: 6800 East, 163rd Street, Belton, Missouri, 64012.

 

The ultimate parent undertaking is Swordfish Holdings L.P., a company incorporated in the United States, with registered office at: 6800 East, 163rd Street, Belton, Missouri, 64012.

29
Cash generated from/(absorbed by) group operations
2021
$
Loss for the period after tax
(685,088)
Adjustments for:
Taxation charged
732,007
Finance costs
1,630,151
Investment income
(875)
Loss on disposal of tangible fixed assets
1,510
Amortisation and impairment of intangible assets
3,798,461
Depreciation and impairment of tangible fixed assets
94,359
Movements in working capital:
Increase in stocks
(6,087,618)
Decrease in debtors
800,150
Increase in creditors
2,332,218
Cash generated from/(absorbed by) operations
2,615,275
SAFE FLEET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 33 -
30
Analysis of changes in net debt - group
26 November 2020
Cash flows
Exchange rate movements
31 December 2021
$
$
$
$
Cash at bank and in hand
-
1,658,074
(47,293)
1,610,781
Borrowings excluding overdrafts
-
(32,000,000)
-
(32,000,000)
-
(30,341,926)
(47,293)
(30,389,219)
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