REGISTERED NUMBER: 14360682 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
FOR |
NARROW AISLE GROUP TOPCO LIMITED |
REGISTERED NUMBER: 14360682 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
FOR |
NARROW AISLE GROUP TOPCO LIMITED |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Financial Statements | 18 |
NARROW AISLE GROUP TOPCO LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditor |
34 Waterloo Road |
Wolverhampton |
West Midlands |
WV1 4DG |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
The directors present their strategic report of the company and the group for the period 16 September 2022 to 31 December 2023. |
REVIEW OF BUSINESS |
The principal activities of the group in the year under review were the design, development, manufacture, sale and service of forklift trucks. It also operates a hire fleet through the subsidiary company, Flexi Forklift Rental |
Limited, which is maintained by the group. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The group continues to sell into some foreign markets priced in US dollars providing a partial natural hedge against purchases in US dollars. The group manages the financial risks by monitoring exchange rates, conducting transactions in the most appropriate currency, executing forward foreign exchange contracts and by maintaining close relationships with customers. |
The group has some key suppliers which it uses regularly. Relationships with them have been built up over many years based on quality of product, technical back up and competencies, service provision and pricing. In the event of failure of supply from any one component supplier, it would be disruptive but would not be a significant threat with other suppliers available to meet the group's needs. |
Established supply chains have worked well through recent global difficulties, and we expect them to remain robust for the foreseeable future. |
The group is exposed to significant levels of trade credit. It manages all trade debtors by imposing customer specific terms including secured payment, payment by direct debit and by monitoring independent credit scores of each customer. Maintaining close contact with customers ensures that contract payment terms are met. |
The market-related and macro-economic risks continue to create uncertainty regarding the business performance of the group and its operating segments. |
RESULTS AND PERFORMANCE |
The results for the year are shown in the annexed financial statements. |
Pleasingly the group turnover in the year has increased by 6% from the previous year. The directors will continue their close attention to enhancing margin improvement. |
KEY PERFORMANCE INDICATORS |
The key performance indicators used to assess the group's performance are the level of turnover being achieved in each business segment together with their associated gross profit percentages. |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
FUTURE DEVELOPMENTS |
All Flexi trucks produced by group companies are reliable proven products and the group continues to ensure that reliability is maintained through all aspects of manufacture. |
The group will continue to enhance its range of products by ensuring that it uses the highest quality components in expanding its product range to enable it to meet the ever-increasing requirements of the modern logistics environment. |
In addition, the group continues to invest significantly in Research & Development with the current focus on full digital controls along with the use of cutting edge Lithion Ion battery technology, thus allowing customers greater and more efficient use of their Flexi trucks in order to increase their own productivity. The new developments are also aimed at reducing energy consumption and other improved environmental considerations. |
Quality of staff is an important factor both in terms of manufacturing a reliable product and service provision to existing customers and to enable the company to grow. It is the group's policy to ensure that it employs sufficient staff, adequately trained and of the right calibre to meet these requirements. |
The group therefore has a strong basis for believing it will at least retain its market position, both domestically and abroad, maintain profitability at satisfactory levels and continue to generate cash through the forthcoming year. |
ON BEHALF OF THE BOARD: |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company and the group for the period 16 September 2022 to 31 December 2023. |
INCORPORATION |
The group was incorporated on 16 September 2022 . |
DIVIDENDS |
No dividends will be distributed for the period ended 31 December 2023. |
DIRECTORS |
The directors who have held office during the period from 16 September 2022 to the date of this report are as follows: |
All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
DISCLOSURE IN THE STRATEGIC REPORT |
Disclosures in respect of future developments, risks and uncertainties, key performance indicators and results and performance are shown in the Strategic Report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
AUDITORS |
The auditors, Crombies Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NARROW AISLE GROUP TOPCO LIMITED |
Opinion |
We have audited the financial statements of Narrow Aisle Group Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 and of the group's profit for the period then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NARROW AISLE GROUP TOPCO LIMITED |
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 Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NARROW AISLE GROUP TOPCO LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
-the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
-we identified the laws and regulations applicable to the company through discussions with directors and other management |
-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental (including Waste Electrical and Electronic Equipment recycling (WEEE) Regulations 2013) and health and safety legislation; |
-we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
-performed analytical procedures to identify any unusual or unexpected relationships; |
-tested journal entries to identify unusual transactions; |
-assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and |
-investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
-agreeing financial statement disclosures to underlying supporting documentation; |
-reading the minutes of meetings of those charged with governance; |
-enquiring of management as to actual and potential litigation and claims; and |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NARROW AISLE GROUP TOPCO LIMITED |
-reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants and Statutory Auditor |
34 Waterloo Road |
Wolverhampton |
West Midlands |
WV1 4DG |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
CONSOLIDATED |
INCOME STATEMENT |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
Notes | £ | £ |
TURNOVER | 3 | 33,544,086 |
Cost of sales | 24,890,793 |
GROSS PROFIT | 8,653,293 |
Distribution costs | 713,691 |
Administrative expenses | 5,330,730 |
6,044,421 |
OPERATING PROFIT | 5 | 2,608,872 |
Interest receivable and similar income | 895 |
2,609,767 |
Interest payable and similar expenses | 6 | 760,347 |
PROFIT BEFORE TAXATION | 1,849,420 |
Tax on profit | 7 | 295,919 |
PROFIT FOR THE FINANCIAL PERIOD |
Profit attributable to: |
Owners of the parent | 1,553,501 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
CONSOLIDATED |
OTHER COMPREHENSIVE INCOME |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
Notes | £ |
PROFIT FOR THE PERIOD | 1,553,501 |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
1,553,501 |
Total comprehensive income attributable to: |
Owners of the parent | 1,553,501 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
CONSOLIDATED BALANCE SHEET |
31 DECEMBER 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 5,050,457 |
Tangible assets | 10 | 2,562,878 |
Investments | 11 | - |
7,613,335 |
CURRENT ASSETS |
Stocks | 12 | 6,518,707 |
Debtors | 13 | 4,999,519 |
Cash at bank | 91,527 |
11,609,753 |
CREDITORS |
Amounts falling due within one year | 14 | 7,352,839 |
NET CURRENT ASSETS | 4,256,914 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
11,870,249 |
CREDITORS |
Amounts falling due after more than one year | 15 | (6,328,960 | ) |
PROVISIONS FOR LIABILITIES | 19 | (604,809 | ) |
NET ASSETS | 4,936,480 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 6,500 |
Retained earnings | 21 | 4,929,980 |
SHAREHOLDERS' FUNDS | 4,936,480 |
The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2024 and were signed on its behalf by: |
D J Houston - Director |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
COMPANY BALANCE SHEET |
31 DECEMBER 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Merger relief reserve | 21 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | 6,500 | - | 6,500 |
Total comprehensive income | - | 1,553,501 | 1,553,501 |
Balance at 31 December 2023 | 6,500 | 1,553,501 | 1,560,001 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
Called up | Merger |
share | Retained | relief | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | - | - |
Total comprehensive income | - |
Balance at 31 December 2023 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
Notes | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (3,656,483 | ) |
Interest paid | (760,347 | ) |
Tax paid | 68,776 |
Net cash from operating activities | (4,348,054 | ) |
Cash flows from investing activities |
Purchase of intangible fixed assets | (4,410,184 | ) |
Purchase of tangible fixed assets | (949,404 | ) |
Sale of tangible fixed assets | 807,855 |
Interest received | 895 |
Net cash from investing activities | (4,550,838 | ) |
Cash flows from financing activities |
New loans in year | 6,328,960 |
Loan repayments in year | 464,763 |
Share issue | 6,500 |
Net cash from financing activities | 6,800,223 |
Decrease in cash and cash equivalents | (2,098,669 | ) |
Cash and cash equivalents at beginning of period |
2 |
- |
Cash and cash equivalents at end of period | 2 | (2,098,669 | ) |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
£ |
Profit before taxation | 1,849,420 |
Depreciation charges | 518,970 |
Profit on disposal of fixed assets | (228,930 | ) |
Finance costs | 760,347 |
Finance income | (895 | ) |
2,898,912 |
Increase in stocks | (6,518,707 | ) |
Increase in trade and other debtors | (4,999,519 | ) |
Increase in trade and other creditors | 4,962,831 |
Cash generated from operations | (3,656,483 | ) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Period ended 31 December 2023 |
31.12.23 | 16.9.22 |
£ | £ |
Cash and cash equivalents | 91,527 | - |
Bank overdrafts | (2,190,196 | ) | - |
(2,098,669 | ) | - |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 16.9.22 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank | - | 91,527 | 91,527 |
Bank overdrafts | - | (2,190,196 | ) | (2,190,196 | ) |
- | (2,098,669 | ) | (2,098,669 | ) |
Debt |
Debts falling due after 1 year | - | (6,328,960 | ) | (6,328,960 | ) |
- | (6,328,960 | ) | (6,328,960 | ) |
Total | - | (8,427,629 | ) | (8,427,629 | ) |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Narrow Aisle Group Topco Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies. (See later note) |
Basis of consolidation |
The consolidated financial statements present the results of the ultimate holding company and its subsidiaries; |
Narrow Aisle Limited |
Flexi Forklift Rental Limited |
Narrow Aisle Holdings Limited |
as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
The registered office of each of the subsidiaries is situated at 3 Waterfront Business Park, Dudley Road, Brierley Hill, West Midlands DY5 1LX. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
In preparing these financial statements, the directors have had to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenditure. |
The estimates and associated assumptions are based on historic experiences and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The judgements, estimates and assumptions which have significant risk of material adjustments to carrying amount of assets and liabilities are: |
-Tangible fixed assets |
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors, In re-assessing asset lives, factors such as technical innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. |
-Stock provisions |
The company has recognised provisions for the impairment of stock. The judgements, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other reasonable factors. In the case of the provisions for the impairment of stock, this covers obsolescence through technological or customer specific reasons. This provision is based on the assessment of stock value and ageing, quantities on hand, usage, changes in the market, technical developments and warranty periods. The value of stock included in the financial statements is net of the provision for the impairment of stock. |
-Bad debt provision |
The company has recognised provisions against specific trade debtor balances. The judgements and estimates necessary to calculate these provisions are based on historical experience and other reasonable factors. This provision is based on the age of debt balances and the assessed recoverability. The value of trade debtors in note 11 is stated net of the provision of bad debts. |
Changes in accounting policies |
During the year the directors carried out an impairment review of the fixed assets held by the subsidiary, Flexi Forklift Rental Limited and concluded that forklift trucks bought back from customers should not be depreciated as they have a value higher than their acquisition costs. Furthermore any refurbishment expenditure on these trucks should be capitalised and these policies should be applied retrospectively. This has resulted in a reduction of £668,938 in the depreciation charge for the year in both Flexi Forklift Rental limited and the group. |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and it can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised from the sale of goods when the entity has transferred to the buyer the significant risks and rewards of ownership of the goods. This usually occurs when the buyer takes possession of the goods. |
Income from operating leases and contract rental |
Assets held for short term operating leases are included in current assets at net realisable value. Assets held for long term operating leases are included in fixed assets |
Income from operating leases and and contract rentals is included in turnover and is recognised in the Profit and Loss account on a straight line basis over the period of the agreement. |
Goodwill on consolidation |
On 16 September 2022 the company acquired the whole of the share capital of Narrow Aisle Holdings Limited and its subsidiaries. Goodwill arising on consolidation of the accounts of Narrow Aisle Holdings Limited and its subsidiaries is being written off over its useful life of 20 years. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Intangible assets |
The group has acquired a license to distribute its products throughout the USA. This is being amortised over its expected useful life of 20 years. |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Improvements to property are depreciated at 20% on cost or over the remaining period of the lease, whichever is the lower. |
Tangible assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
The group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the statement of income and retained earnings during the period in which they are incurred. |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its net realisable value. The impairment loss is recognised immediately in the financial statements. |
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Foreign currency transactions are translated into sterling using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the retranslation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. The assets of the scheme are held separately from those of the company in an independently administered fund. |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Financial assets |
Financial assets comprise cash at bank and in hand, trade debtors, amounts owed by group undertakings and other debtors. These are initially recorded at cost on the date they originate and are subsequently recorded at cost less provisions for impairment. The company considers evidence of impairment for all individual trade and other debtors and amounts owed by group undertakings, and any subsequent impairment is recognised in the statement of income and retained earnings. |
Impairment of financial assets |
Impairment provisions are recognised when there is objective evidence that a financial asset or group of financial assets is impaired. Objective evidence includes significant financial difficulties of the counterparty, default or significant delays in payment. |
Impairment provisions represent the difference between the net carrying amount of a financial asset and the value of the expected future cash receipts from that asset. |
Financial liabilities |
Financial liabilities comprise trade creditors, other creditors and accruals; these are initially recorded, and subsequently carried, at cost on the date they originate. |
Financial liabilities also comprise obligations under finance lease and hire purchase contracts; these are initially recorded at cost on the date they originate and are subsequently carried at amortised cost under the effective interest method. |
Provisions |
Provisions are made where an event has taken place that gives rise to a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of obligation. |
Provisions are charged as an expense to the statement of income and retained earnings in the year that the company becomes aware of the obligation, and are measured at the best estimate at the statement of financial position date of the expenditure required to settle obligation, taking into account relevant risks and uncertainties. |
Going concern |
In preparing the financial statements, the directors are responsible for assessing the group'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 group or to cease operations, or have no realistic alternative but to do so. |
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the principal activities of the group. |
An analysis of turnover by class of business is given below: |
£ |
Sale of Equipment | 28,281,298 |
Maintenance and Service Income | 1,649,091 |
Sales of Parts | 1,575,860 |
Hire Income | 2,037,837 |
33,544,086 |
An analysis of turnover by geographical market is given below: |
£ |
United Kingdom | 21,004,712 |
Europe | 1,369,373 |
United States of America | 7,656,660 |
Rest of World | 3,513,341 |
33,544,086 |
4. | EMPLOYEES AND DIRECTORS |
£ |
Wages and salaries | 3,944,861 |
Social security costs | 473,663 |
Other pension costs | 65,835 |
4,484,359 |
The average number of employees during the period was as follows: |
Office and management | 24 |
Production and sales | 56 |
£ |
Directors' remuneration | 775,280 |
Directors' pension contributions to money purchase schemes | 4,851 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 4 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
4. | EMPLOYEES AND DIRECTORS - continued |
Information regarding the highest paid director is as follows: |
£ |
Emoluments etc | 255,138 |
Pension contributions to money purchase schemes | 1,321 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
£ |
Depreciation - owned assets | 210,752 |
Profit on disposal of fixed assets | (228,930 | ) |
Goodwill amortisation | 255,523 |
Patents and licences amortisation | 52,694 |
Auditors' remuneration | 15,600 |
Foreign exchange differences | (10,523 | ) |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Bank interest | 118,213 |
Bank loan interest | 300,007 |
Loan | 342,127 |
760,347 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the period was as follows: |
£ |
Current tax: |
UK corporation tax | 131,036 |
Deferred tax | 164,883 |
Tax on profit | 295,919 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
7. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Profit before tax | 1,849,420 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % | 462,355 |
Effects of: |
Expenses not deductible for tax purposes | 5,565 |
Capital allowances in excess of depreciation | (18,537 | ) |
Tax recovered in respect of previous periods | (68,776 | ) |
Change in rate of tax | (26,470 | ) |
Deferred tax movement | 164,883 |
Utilisation of R & D claim | (223,101 | ) |
Total tax charge | 295,919 |
Corporation tax is not provided to the extent that any profits are to be relieved by R & D claims in respect of the current and earlier periods and those R & D claims can be assessed with reasonable assurance at the date the accounts were approved. |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Patents |
and |
Goodwill | licences | Totals |
£ | £ | £ |
COST |
At 16 September 2022 | - | 1,053,877 | 1,053,877 |
Additions | 4,410,184 | - | 4,410,184 |
At 31 December 2023 | 4,410,184 | 1,053,877 | 5,464,061 |
AMORTISATION |
At 16 September 2022 | - | 105,387 | 105,387 |
Amortisation for period | 255,523 | 52,694 | 308,217 |
At 31 December 2023 | 255,523 | 158,081 | 413,604 |
NET BOOK VALUE |
At 31 December 2023 | 4,154,661 | 895,796 | 5,050,457 |
At 15 September 2022 | - | 948,490 | 948,490 |
The carrying value of goodwill relates to the acquisition of Narrow Aisle Holdings Limited in the year. Amortisation is included within administrative expenses. |
10. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
to | Plant and | and |
property | machinery | fittings | Totals |
£ | £ | £ | £ |
COST |
At 16 September 2022 | 126,435 | 5,385,683 | 172,422 | 5,684,540 |
Additions | 91,995 | 824,237 | 33,172 | 949,404 |
Disposals | - | (1,143,639 | ) | - | (1,143,639 | ) |
At 31 December 2023 | 218,430 | 5,066,281 | 205,594 | 5,490,305 |
DEPRECIATION |
At 16 September 2022 | 70,468 | 3,084,365 | 126,556 | 3,281,389 |
Charge for period | 31,094 | 157,722 | 21,936 | 210,752 |
Eliminated on disposal | - | (564,714 | ) | - | (564,714 | ) |
At 31 December 2023 | 101,562 | 2,677,373 | 148,492 | 2,927,427 |
NET BOOK VALUE |
At 31 December 2023 | 116,868 | 2,388,908 | 57,102 | 2,562,878 |
At 15 September 2022 | 55,967 | 2,301,318 | 45,866 | 2,403,151 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
12. | STOCKS |
Group |
£ |
Raw materials | 1,187,366 |
Work-in-progress | 5,331,341 |
6,518,707 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
£ |
Trade debtors | 4,649,475 |
Other debtors | 56,864 |
Prepayments | 293,180 |
4,999,519 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Bank loans and overdrafts (see note 16) | 2,190,196 |
Trade creditors | 2,969,658 |
Amounts owed to group undertakings | - |
Tax | 199,812 |
Social security and other taxes | 158,164 |
VAT | 54,209 | - |
Other creditors | 166,819 |
Pensions | 494 | - |
Accrued expenses | 1,613,487 |
7,352,839 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
£ |
Bank loans (see note 16) | 6,160,710 |
Other loans (see note 16) | 168,250 |
6,328,960 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
£ |
Amounts falling due within one year or on | demand: |
Bank overdrafts | 2,190,196 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 940,012 |
Other loans - 1-2 years | 168,250 |
1,108,262 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | 5,220,698 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non- cancellable | operating leases |
£ |
Within one year | 136,473 |
Between one and five years | 116,265 |
252,738 |
Rentals applicable to operating leases where substantially all the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis. |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
£ |
Bank overdrafts | 2,190,196 |
Bank loans | 6,160,710 |
Other loans | 168,250 |
8,519,156 |
The bank loans and overdrafts are secured by a fixed and floating charge over the assets of the group, together with a first ranking composite all-asset debenture over the group. |
Other loans comprise 10% fixed rate secured loan notes issued to C. Randle, who is a director of the company. |
19. | PROVISIONS FOR LIABILITIES |
Group |
£ |
Deferred tax | 604,809 |
Group |
Deferred |
tax |
£ |
Provided during period | 604,809 |
Balance at 31 December 2023 | 604,809 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
20. | CALLED UP SHARE CAPITAL |
During the year the company issued (fully paid) the following Ordinary shares in consideration for the transfer to the company of 6,500 Ordinary shares of £1.00 each in Narrow Aisle Holdings Limited pursuant to a share purchase agreement. |
A Ordinary | 1,000 |
B Ordinary | 1,500 |
C Ordinary | 1,000 |
D Ordinary | 1,154 |
E Ordinary | 1,846 |
Total issued | 6,500 |
All ordinary shares have rights to a share of capital on a distribution basis as specified in the Articles. |
21. | RESERVES |
Group |
Retained |
earnings |
£ |
At 16 September 2022 | 3,376,479 |
Profit for the period | 1,553,501 |
At 31 December 2023 | 4,929,980 |
Company |
Merger |
Retained | relief |
earnings | reserve | Totals |
£ | £ | £ |
Profit for the period |
Merger relief reserve | - | 3,271,507 | 3,271,507 |
At 31 December 2023 | 3,271,507 |
NARROW AISLE GROUP TOPCO LIMITED (REGISTERED NUMBER: 14360682) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 SEPTEMBER 2022 TO 31 DECEMBER 2023 |
22. | OTHER FINANCIAL COMMITMENTS |
Guarantees and Commitments |
Narrow Aisle Group Topco Limited and its subsidiaries are party to a composite account agreement with their bankers which provides unlimited guarantees by and between all parties to the agreement secured by a cross company debenture. |
Other Commitments |
The group provides a Residual Value Guarantee on certain sales contracts subject to external financing agreements. These guarantees indemnify the finance providers by guaranteeing a residual value for the relevant assets at the termination of the financing agreement. No provision is made in respect of future payments due under these agreements as the guaranteed amounts are calculated to be less than the market value of the underlying assets at termination, and hence no liability is considered to exist at the balance sheet date. |
23. | RELATED PARTY DISCLOSURES |
During the year the group rented premises from a related party under the control of persons with significant influence over the group. The amount paid during the year was £82,170 (2022 £80,625) The balance outstanding from the group at the year end was £Nil (2022 £Nil) |
The group also rented property from a retirement benefit scheme established for the benefit of past and current employees. The amount paid during the year was £25,000 (2022 £25,000). There was no balance due at either 31 December 2023 or 31 December 2022. |
24. | ACQUISITION OF SUBSIDIARIES |
On 13 October 2022 Narrow Aisle Group Topco Limited acquired the assets and liabilities of Narrow Aisle Holdings Limited and its subsidiaries at a cost of £6,332,007, which can be broken down as follows: |
£ |
Costs to acquire 6,332,007 |
Less share of identifiable net assets acquired 4,790,333 |
_________ |
Positive Goodwill 1,541,674 |
_________ |
The company owns all of the issued ordinary share capital of Narrow Aisle Holdings Limited directly and the other subsidiaries indirectly. |
The transaction has been accounted for under the purchase method of accounting with the book values of the assets and liabilities considered to represent the fair value. |