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Registered number: 07095782









MASTERNAUT GROUP HOLDINGS LIMITED









FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
COMPANY INFORMATION


 
 Directors
Gilson Rodrigues Santiago Freitas  
Djamel Souici 




 Company secretary
Djamel Souici



 Registered number
07095782



 Registered office
Priory Park, Great North Road

Aberford

Leeds

LS25 3DF




 Independent auditors
Constantin

25 Hosier Lane

London

EC1A 9LQ




 Bankers
HSBC Bank Plc
3 Rivergate

Temple Quay

Bristol

BS1 6ER




 Solicitors
Henmans Freeth (Freeth LLP)
80 Mount Street

Nottingham

NG1 6HH




Page 1

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
CONTENTS



Page
Strategic Report
 
3 - 5
Directors' Report
 
6 - 7
Independent Auditors' Report
 
8 - 10
Statement of Profit or Loss
 
11
Statement of Financial Position
 
12
Statement of Changes in Equity
 
13
Notes to the Financial Statements
 
14 - 26
Page 2

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their Strategic Report and audited financial statements for the year ended 31 December
2022.

Principal activity

The Company is a holding company of the Masternaut Group (“the Group”) the principal activity of which is the provision of sophisticated data and information solutions to customers based on vehicle telematics technology and software applications developed by Masternaut. The Company also engages in some financing activities.

Business review
 
The Group was acquired by Compagnie Générale des Établissements Michelin SCA, (“Michelin”) on 22 May 2019. The profit for the year after taxation amounted to €17k (2021: €11k). The balance sheet position has strengthened, closing with positive net assets of €51,139k (2021: €51,122k). 

Financial risk management

In the normal course of business, the Company is exposed to certain financial risks. These risks are managed inorder to minimise any risks on financial performance. None of these risks are considered to be significant due to the nature of the Company as a holding company.

Principal risks and uncertainties
 
The Board has a policy of continuous identification and review of key business risks and uncertainties. It oversees the development of processes to ensure that these risks are managed appropriately, and operational management are delegated with the tasks of implementing these processes and reporting to the Board on their outcomes. 
The key risks identified by the Board are as follows:
 - Failure of information technology systems
 - Dependence on key personnel
 - Competition and technological change
 - Generation of cash to fund operations
 - Continuing products and services developments
 - Provision of adequate leasing facilities
 - Dependence on mobile networks
 - Adverse economic and market conditions (e.g. Eurozone sovereign indebtedness, Brexit and COVID19)
The above risks are reviewed by the board and appropriate processes put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Company. 

Inflation

Management are managing the impact of the current UK inflationary pressures on the Company and its
subsidiaries. Where possible the impact is being balanced between suppliers and customers. In some areas
costs have been maintained, by renegotiating contracts and fixing prices and controllable costs have been
reviewed and adjusted so the cost base has remained under control.

Page 3

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

S.172 Statement
 
In accordance with the Companies Act 2006 (the ‘Act’) (as amended by the Companies (Miscellaneous Reporting) Regulations 2018), the Directors provide this statement describing how they have had regard to the matters set out in section 172(1) of the Act, when performing their duty to promote the success of the Company and the Masternaut Group, under section 172.
The Board always aims to act in the best interests of the Company, and to be fair and balanced in its approach. The needs of different stakeholders are always considered as well as the consequences of any decision in the long-term and the importance of our internally published high standards of business conduct.  More specific information is given in sub-paragraphs (a) to (f), which correspond to the individual factors disclosed under Section 172(1).
a. Long-term decision making
The Board delegates day-to-day management and decision making to its senior management team, but it maintains oversight of the Company’s performance, and reserves to itself specific matters for approval.  In addition to this, any major decisions with long-term implications, including significant new business initiatives, would need shareholder approval, to ensure that the business decisions taken locally are in alignment with the long-term strategy of the Group. Any decisions approved either locally or by the Shareholder, are then implemented, with subsequent Board oversight to ensure management act in accordance with the agreed strategy. Processes are in place to ensure that the Board receives all relevant information to enable it to make well-judged decisions in support of the Company’s long-term success, including management KPIs, other financial information, and a robust suite of internal controls.
b. Stakeholders: Employees
Our people are essential to our success, future growth, and our aim to build leading positions in our long-term markets. We continue to invest substantial time and effort to employ, train, develop and retain employees who are passionate about our business and have up-to-date knowledge and expertise in our key functional areas. Hearing their views on what we do well, and what we can do better, is an important driver for improvement and retaining our best talent.  With this in mind, we hold quarterly company-wide informational events with both the leadership team and all employees spanning the whole business, in order to give employees a coherent insight into recent business performance and also future plans and expectations; which also acts as a forum for thoughts, ideas, feedback and suggestions.  In addition, we publish regular internal newsletters to ensure they are kept informed of any personnel changes; business progress and developments, and various team building events in order to further strengthen cooperation and teamwork across the workforce.
c. Stakeholders: Customers, Suppliers, Others
We aim to be fair and ethical in dealings with all our external stakeholders, including our suppliers, customers and other business partners, in line with our Code of Conduct and ethical policies.  We endeavour to pay suppliers to agreed terms and be a collaborative and responsive partner.  With customers, our goal is to act as partners in order to understand their needs and collaborate effectively in order to provide the products and service they need in order to succeed.  Each customer has a sales representative, backed by a dedicated sales administration team in order to facilitate this relationship and ensure the smooth operation day-to-day. The local sales team report to the Board with regular KPIs, and these assist in maintaining and developing our understanding of current customer and market trends, issues and likely future needs, and how these can be addressed.



 
Page 4

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

d. Stakeholders: Community & Environment
Contributing positively to our local and global communities and environments is a responsibility and an opportunity. As European and UK regulations are reinforced to lower carbon emissions to combat climate change, companies also have a key role to play in becoming compliant and addressing this issue. We believe strongly that our product and service offering actively encourages and supports businesses across the UK & Ireland to reduce the carbon footprints of their fleets. Our complimentary Fleet CO2 Certification programme for customers, verified by The Energy Saving Trust, rewards businesses’ efforts to improve environmental performance and reduce their carbon footprint. In addition, we participate in and actively encourage charitable activities each year in order to raise donations for local worthy causes.

e. Reputation for high standards of business conduct
The Board is responsible for developing the Group corporate culture across the Company, which promotes integrity and transparency. The Group has established comprehensive systems of corporate governance, and approves policies and procedures which promote corporate responsibility and ethical behaviour, and these are implemented within the Company. Central to these policies is the Group’s Code of Conduct. This applies to all Directors and employees, and is embedded into the Company’s operations.  All employees have received these policies and received full training, to ensure they understand the principles and objectives.

f. Acting fairly as between members of the Company
The Board aims to understand the views of its sole shareholder and always to act in their best interests.  In order to do this, the Board works closely with the shareholder on a daily basis to ensure operations, strategy and performance are aligned with the long-term objectives of the shareholder, while complying with the Articles of Association of the Company, and in line with the highest standards of conduct as laid out in Group policies.


This report was approved by the board on 16 October 2023 and signed on its behalf.




................................................
Djamel Souici
Director

Page 5

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The Directors present their report and the financial statements for the year ended 31 December 2022.


Certain information required to be disclosed in the Directors Report is considered to be of strategic importance to the company and therefore disclosure is given in the Strategic Report. The specific items disclosed in the
Strategic Report are:
 - Business Review
 - Financial Risk Management
 - Principal Risks and Uncertainties 
 - S172 Statement

Results and dividends

The profit for the year, after taxation, amounted to 17 k (2021 - 11 thousand).

The Directors do not recommend the payment of a dividend (2021: €nil).
No political donations were made in the current and previous periods.

Directors

The Directors who served during the year were:

Gilson Rodrigues Santiago Freitas 
Djamel Souici 

Directors Indemnities

The Company has indemnified its directors, by way of directors and officer’s liability insurance, against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force at the date of approving the directors’ report.

Going Concern

The Directors have a reasonable expectation that the Company and Group have adequate resources, to
continue in operational existence for the foreseeable future. The Directors, having considered the current
trading prospects, identifiable risks, working capital requirements and the availability of finance, and having
obtained a letter of support from the parent company, are of the opinion that the Company is a going concern.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsConstantinwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 6

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements, in accordance with applicable law.

Company law requires the directors to prepare the financial statements for each 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), including Financial Reporting Standard 101 'Reduced Disclosure Framework'.

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 the financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

This report was approved by the board on 16 October 2023 and signed on its behalf.
 


................................................
Djamel Souici
Director
Page 7

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MASTERNAUT GROUP HOLDINGS LIMITED
 

Independent auditor's report to the members of Masternaut Group Holdings Limited
Report on the audit of the financial statements

Opinion
In our opinion the financial statements of Masternaut Group Holdings Limited (the ‘company’):
give a true and fair view of the state of the company’s affairs as at 31 December 2022 and of its profit for the year then ended; 
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:
the statement of profit or loss;
the statement of financial position;
the statement of changes in equity; and
the related notes 1 to 14 which include the statement of 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 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

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 Financial Reporting Council’s (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 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
Page 8

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MASTERNAUT GROUP HOLDINGS LIMITED
 

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.

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 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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud
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. 

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector. 

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that: 
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

Page 9

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MASTERNAUT GROUP HOLDINGS LIMITED
 


In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; 
enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations.

Report on other legal and regulatory requirements

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 directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

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 any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

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.




Thierry de Gennes ACA (Senior statutory auditor)

For and on behalf of Constantin Chartered Accountants and Statutory Auditor

 
25 Hosier Lane
London
EC1A 9LQ

16 October 2023

Page 10

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2022


2022
2021
Note
€000
€000

  

  

Exceptional income
  
-
56

Administrative expenses
  
17
(6)

Exceptional expenses
  
-
(39)

Profit from operations
  
17
11

  

Profit before tax
  
17
11

  

Profit for the year
  
17
11

The notes on pages 15 to 26 form part of these financial statements.

Page 11

 
MASTERNAUT GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 07095782
 
 
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022


2022
2021
Note
€000
€000

Assets

Non-current assets
  

Intangible assets
 9 
51,139
51,139

  
51,139
51,139

Current assets
  

  

Total assets

  

51,139
51,139

Liabilities

Non-current liabilities
  

Current liabilities
  

Trade and other liabilities
 11 
-
17

  
-
17

  

Total liabilities
  
-
17

  

  

Net assets
  
51,139
51,122


Issued capital and reserves
 13 

Share capital
 12 
200,750
200,750

Other reserves
  
12,235
12,235

Retained earnings
  
(161,846)
(161,863)

TOTAL EQUITY
  
51,139
51,122

The financial statements were approved and authorised for issue by the board of Directors on 16 October 2023 and were signed on its behalf by:



................................................
Djamel Souici
Director

The notes on pages 15 to 26 form part of these financial statements.

Page 12

 
MASTERNAUT GROUP HOLDINGS LIMITED

 
 
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022



Share capital
Translation reserve
Retained earnings
Total equity


€000
€000
€000
€000

At 1 January 2021
200,750
12,235
(161,874)
51,111

Comprehensive income for the year


Profit for the year
-
-
11
11

Total comprehensive income for the year
-
-
11
11

At 31 December 2021
200,750
12,235
(161,863)
51,122

At 1 January 2022
200,750
12,235
(161,863)
51,122

Comprehensive income for the year


Profit for the year
-
-
17
17

Total comprehensive income for the year
-
-
17
17

At 31 December 2022
200,750
12,235
(161,846)
51,139

The notes on pages 15 to 26 form part of these financial statements.

Page 13

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022




Page
1.
Accounting policies
15
2.
Reporting entity
19
3.
Basis of preparation
19
4.
Functional and presentation currency
21
5.
Accounting estimates and judgments
21
6.
Exceptional items
22
7.
Auditors remuneration
22
8.
Tax expense
22
9.
Investment in subsidiaries
23
10.
Subsidiaries and associates
24
11.
Trade and other payables
25
12.
Share capital
25
13.
Reserves
26
14.
Controlling party
26






















































Page 14

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies


1.1

Going concern

The Directors have a reasonable expectation that the Company and Group have adequate resources, to
continue in operational existence for the foreseeable future. The Directors, having considered the current
trading prospects, identifiable risks, working capital requirements and the availability of finance, and having obtained a letter of support from the parent company, are of the opinion that the Company is a going concern.

Page 15

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies (continued)

 
1.2

Foreign currency

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:
exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;
exchange differences on transactions entered into in order to hedge certain foreign currency risks (see  for hedging accounting policies); and
exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.

For the purposes of presenting these financial statements, the assets and liabilities of the Company's foreign operations are translated into euros using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Company's entire interest in a foreign operation, a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

Page 16

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies (continued)

 
1.3

Taxation

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


(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Profit and Loss Account because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.


(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.


(iii) Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Page 17

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies (continued)

  
1.4

Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Company 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). When 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. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal 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.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a 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.

 
1.5

Financial instruments

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Page 18

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.


Reporting entity

MASTERNAUT GROUP HOLDINGS LIMITED (the '') is a limited company incorporated in England and Wales under the Companies Act 2006.. The company's registered office is at 18 Oxford Road, Buckinghamshire, SL7 2NL. The 's principal activity is that of a holding company of the Masternaut Group ("the Group") whose principle activity is the provision of sophisticated data and information solutions to customers based on vehicle telematics technology and software applications developed by Masternaut. The Company also engages in some financing activities.


3.


Basis of preparation

The financial statements have been prepared in accordance with FRS 101 ‘Reduced Disclosure
Framework’ as issued by the Financial Reporting Council.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available
under that standard in relation to financial instruments, capital management, presentation of comparative
information in respect of certain assets, presentation of a cash-flow statement, standards not yet
effective, impairment of assets and related party transactions.
The company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next
financial statements.

In preparing these financial statement, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgments and estimates have been made in preparing the financial statement and their effects are disclosed in note 5.

The company has taken advantage of the exemption under s401 of the Companies Act 2006 not to
prepare consolidated accounts. The financial statements present information about the company as an
individual entity and not about it's group.


3.1 Basis of measurement

The financial statement have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.


Items


Revaluation of financial instruments measured at fair value at the end of each reporting date


3.2 Changes in accounting policies

i) New standards, interpretations and amendments effective from 1 January 2022

Amendments to IAS 1 and IAS 8 Definition of Material

The adoption of this standard has not had any material impact on the accounts or the disclosures reported in these financial statements.

Page 19

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.Basis of preparation (continued)


3.2 Changes in accounting policies (continued)


i) New standards, interpretations and amendments effective from 1 January 2022 (continued)

Amendments to IFRS 3 Business Combinations: Definition of a Business

The adoption of this standard has not had any material impact on the accounts or the disclosures reported in these financial statements.

Amendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark Reform - Phase 1

The adoption of this standard has not had any material impact on the accounts or the disclosures reported in these financial statements.

Amendments to references to the Conceptual Framework in IFRS standards

The adoption of this standard has not had any material impact on the accounts or the disclosures reported in these financial statements.

The following tables summarise the impacts of adopting new accounting standards on the Company's financial statements.

Statement of Financial Position (extract)

Statement of Comprehensive Income (extract)

ii) 

New standards, interpretations and amendments not yet effective

The following standards and interpretations to published standards are not yet effective:


New standard or interpretation

EU Endorsement status

Mandatory effective date (period beginning)


IFRS 17 Insurance Contracts
Not yet endorsed
1 January 2023

Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
Not yet endorsed
1 January 2023

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies
Not yet endorsed
1 January 2023

Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
Not yet endorsed
1 January 2023

Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use
Endorsed
1 January 2022
Page 20

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.Basis of preparation (continued)


ii) New standards, interpretations and amendments not yet effective (continued)


Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts - Cost of Fulfilling a Contract
Endorsed
1 January 2022

Amendments to IFRS 3 Business Combinations: Reference to the Conceptual Framework
Endorsed
1 January 2022

Annual Improvements to IFRS Standards 2018–2020
Endorsed
1 January 2022

Amendment to IFRS 16 Leases: COVID-19-Related Rent Concessions
Endorsed
1 June 2020

The Directors expect that the adoption of these Standards in future periods will not have an impact on the results and net assets of the Company.




4.


Functional and presentation currency

These financial statements are presented in Euros, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.


5.


Accounting estimates and judgments


5.1 Estimates and assumptions

Carrying value of investments

The directors consider the value of the company investment to be supported by the value of future cashflows received and net assets of the investment. Impairment reviews are based on estimated recoverable amounts of subsidiary undertakings based on value in use calculations. This is calculated using cash flow projections based on financial forecasts. Cash flows are discounted using a pre-tax discount rate which reflects current market assessments. 

Page 21

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Exceptional items

2022
2021
€000
€000


Intercompany loan write off
-
56

Intercompany debt write off
-
(39)

Total exceptional income
-
17







7.


Auditors remuneration

The audit fee for the year ended 31 December 2022 was £10,900 (2021 - £10,200).


8.


Tax expense

8.1 Income tax recognised in profit or loss






The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:


2022
2021
€000
€000


Profit for the year
17
11

Profit before income taxes
17
11


Tax using the Company's domestic tax rate of 19% (2021: 19%)
3
2

Capital allowances for the year in excess of depreciation
-
(3)

Utilisation of tax losses
-
1

Movement in deferred tax not recognised
(3)
-

Total tax expense
-
-


A potential deferred tax asset of €1,826k (2021 - €1,826k) relating to tax losses carried forward and other timing differences has not been recognised on the grounds that there is uncertainty over its recoverability.

Page 22

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Investment in subsidiaries





Investment in subsidiaries

€000



Cost



At 1 January 2021
128,898



At 31 December 2021
128,898



At 31 December 2022
128,898


Investment in subsidiaries

€000



Accumulated amortisation and impairment



At 1 January 2021
77,759



At 31 December 2021
77,759


At 31 December 2022
77,759



Net book value


At 1 January 2021
51,139


At 31 December 2021
51,139


At 31 December 2022
51,139

Page 23

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

10.


Subsidiaries and associates

Details of the Company's material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary

Principal activity
Place of incorporation and operation
Proportion of ownership interest and voting power held by the Company (%)



2022
2021








1Masternaut Holdings Limited

Non-trading intermediate holding company

Great Britian
 
100

100

2Masternaut Limited

Provision of vehicle telematic solutions

Great Britain
 
100

100

3Masternaut Risk Solutions Limited

Dormant

Great Britain
 
100

100

4Easy Sailing Limited

Liquidated in 2022

Great Britain
 
100

100

5Masternaut ITS Limited

Liquidated in 2022

Great Britain
 
100

100

6Telefleet Limited

Liquidated in 2022

Great Britain
 
100

100

7Old World Limited

In liquidation

Great Britain
 
100

100

8Masternaut BV

Provision of vehicle telematic solutions

Netherlands
 
100

100

9Masternaut International SAS

Non-trading intermediate holding company

France
 
100

100

10Masternaut SAS

Provision of vehicle telematic solutions

France
 
100

100

11Masternaut GmbH

Provision of vehicle telematic solutions

Germany
 
100

100

12Masternaut AB

Provision of vehicle telematic solutions

Sweden
 
100

100

13Masternaut Iberica SL

Provision of vehicle telematic solutions

Spain
 
100

100

14Masternaut Italia SRL

Suspended

Italy
 
100

100

15Webraska US, Inc

Dormant

US
 
100

100

163X (Australia) Pty Ltd

Provision of vehicle telematic solutions

Australia
 
49

49

17Masternaut LDA

In administration

Portugal
 
34

34

18Michelin Connect Fleet South Africa Pty Ltd

Provision of vehicle telematic solutions

South Africa
 
100

100


1) Masternaut Holdings Limited

Masternaut Holdings Limited is the only direct subsidiary of Masternaut Group Holdings Limited.
All other subsidiaries and associates disclosed in this note are indirect subsidiaries and associates of
Masternaut Bidco Limited.

14) Masternaut Italia SRL

Masternaut SAS owns 98% and 2% is owned by Masternaut International SAS 

Page 24

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Trade and other payables


2022
2021
€000
€000


Accruals
-
17

Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
-
17

Total current portion
-
(17)

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

12.


Share capital

Authorised

2022
2022
2021
2021
Number
€000
Number
€000

Shares treated as equity
Ordinary Shares shares of €1.0000 each

1

-

1
 
-
 
Ordinary A Preferred Shares shares of €0.0100 each

3,997,119,540

125,053

3,997,119,540
 
125,053
 
Preference Shares shares of €1.0000 each

67,316,938

75,574

67,316,938
 
75,574
 
Ordinary B Shares shares of €0.0050 each

20,413,757

121

20,413,757
 
121
 
Ordinary C Shares shares of €0.0001 each

18,000,000

2

18,000,000
 
2
 
4,102,850,236

200,750

4,102,850,236
 
200,750
 

Issued and fully paid


2022
2021
Number
Number

Ordinary Shares shares of €1.0000 each

At 1 January and 31 December
1

1
 

2022
2022
2021
2021
Number
€000
Number
€000

Ordinary A Preferred Shares shares of €0.0100 each

At 1 January and 31 December
3,997,119,540

125,053

3,997,119,540
 
125,053
 

Page 25

 
MASTERNAUT GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

12.Share capital (continued)

2022
2022
2021
2021
Number
€000
Number
€000

Preference Shares shares of €1.0000 each

At 1 January and 31 December
67,316,938

75,574

67,316,938
 
75,574
 

2022
2022
2021
2021
Number
€000
Number
€000

Ordinary B Shares shares of €0.0050 each

At 1 January and 31 December
20,413,757

121

20,413,757
 
121
 

2022
2022
2021
2021
Number
€000
Number
€000

Ordinary C Shares shares of €0.0001 each

At 1 January and 31 December
18,000,000

2

18,000,000
 
2
 


13.


Reserves


Translation Reserve

The translation reserve contains the net difference between the translated  values of assets and liabilities at the current rate and the historic rate.

Retained earnings

Retained earnings represents cumulative profit or losses, net of dividends paid and other adjustments.


14.


Controlling party

Masternaut Bidco Limited whose registered office is Lynton House, 7-12 Tavistock Square, London, England, WC1H 9LT, owns the entire share capital of the company.
The ultimate controlling party is Compagnie Générale des Établissements Michelin SCA (“Michelin”), incorporated in France, registered at 23, Place des Carmes, Dechaux, CEDEX 9, 63040, Clermont Ferrand, France. Michelin owns 100% of the voting share capital of the Company.
The largest and smallest group in which the results of the Company are consolidated is that headed by Compagnie Générale des Établissements Michelin SCA. The consolidated accounts are publicly available and also may be obtained from the stated address above.

Page 26