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Registered number: 09653326


DEMATIC GROUP LIMITED










 
 
 
ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
DEMATIC GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
M Carlson 
D Mason 
D Woodall (resigned 16 May 2023)
A E Busby (appointed 1 April 2024)
C Cicchitelli (appointed 10 August 2023, resigned 1 April 2024)
B Siddorn (appointed 10 August 2023)




Registered number
09653326



Registered office
Banbury Business Park Trinity Way
Adderbury

Banbury

Oxon

OX17 3SN




Independent auditors
Wellers
Statutory Auditor

8 King Edward Street

Oxford

OX1 4HL





 
DEMATIC GROUP LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 10
Statement of Comprehensive Income
11
Balance Sheet
12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 24


 
DEMATIC GROUP LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
Dematic Group Limited, located in the United Kingdom, operates solely as an internal service provider and does not generate third party revenue.  Dematic Group Limited provides general administrative and strategic management services necessary for the efficient operation of the ultimate parent KION GROUP AG.
The directors present the Strategic Report of Dematic Group Limited (the "Company") for the year ended 31 December 2023. 

Business review
 
Turnover grew in the period to $143.9 million (2022: $138.0 million), on which an operating loss of $3.9 million (2022: loss of $4.8 million) and a pre tax loss of $1.1 million (2022: loss of $7.7 million) was returned. 
Reported net loss was impacted by KION GROUP AG’s strategic initiatives focused on process improvements, standardization, and technology enhancements. As part of this, Dematic Group Limited had an increased admin cost of $4.9 million.   
Return on Capital Employed from continuing operations measured -6.1% compared to 7.96% in 2022 in like for like calculations. The change ROCE was due to focusing on key areas of cost control and standardise resulting in improvement in operating loss of $6.6 million. 
Future Developments
Over the next 12 months, the directors of the Company will continue to focus on protecting and strengthening the Balance Sheet and enhancing the services provided to the internal customers. However, the Company’s management has been studying a move the operations of the company to the US as part of a wider initiative to reduce cost and standardization process, which would in turn change the structure of the company. As of the  date of issuing these reports, a date and structure has not been finalised. 

Principal risks and uncertainties
 
The Company is a central administrative company acting on behalf of the global Dematic Group ("the Group"). Thus risks and uncertainties of the Company are driven by the risks and uncertainties of the Group. The risk management process at the Group is an integral part of the quarterly reporting of the Group. All of the important risks are evaluated with a view to their impact upon EBITDA, cash flow, and net income.
Due to the nature of the Group's business dealing with large customer capital projects, the Group sets out the limits of authorization ("LoA") across all group companies for projects and service contracts within certain criteria. The objective of this directive is to support the reduction of risk to the business. The LoA criteria are used to review the financial position of the project/contract and the commercial aspects e.g. the customer's financial strength, project cash flows, bank guarantees, bonds, and contractual terms.
The Group conducts a substantial part of its business in foreign currencies. The foreign exchange risk is mitigated primarily through forward rate currency deals, executed by a central treasury function provided by KION GROUP AG. The Group has also introduced a policy governing foreign currency transactions which is aimed specifically at mitigating risk. Suppliers and vendors are reviewed against credit scoring and volume of business to reduce the risk to the company of failures in the supply chain. Since the onset of the COVID 19 crisis its potential impact on the business and the appropriate mitigation of those risks has been identified within the risk monitoring framework.

Page 1

 
DEMATIC GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
Financial key performance indicators Execution of Company business is measured against a series of key performance indicators, focusing upon the operating profit margin, profit before tax and return on capital employed. The results of which can be found detailed above in the Business Review. 

Directors' statement of compliance with duty to promote the success of the Company
 
Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing this Section 172 requires a director to have regard, amongst other matters, to the:
• Likely consequences of any decisions in the long term; 
• Interests of the company’s employees; 
• Need to foster the company’s business relationships with suppliers, customers and others; 
• Impact of the company’s operations on the community and environment; 
• Desirability of the company maintaining a reputation for high standards of business conduct; and 
• Need to act fairly as between members of the company. 
In discharging our Section 172 duties we have regard to the matters set out above. We also have regard to other factors which we consider relevant to the decision being made. Those factors, for example, include the interests and views of our employees and our relationship with customers, suppliers and the local communities in which we operate. We acknowledge that every decision we make will not necessarily result in a positive outcome for all of our stakeholders. By considering the Company’s purpose, vision and values together with its strategic priorities and having a process in place for decision making, we do, however, aim to make sure that our decisions are consistent and predictable. 
As is normal for companies of our size, we delegate authority for aspects of day to day management of the Company to executives and work with them in a leadership team of directors and executives in setting, approving and overseeing execution of the business strategy and related policies.   Many of the activities are also coordinated with the management and board functions of KION GROUP AG as part of the overall governance strategy.
The Company’s key stakeholders include the Group’s customers, suppliers, shareholders/investors, the local communities in which it operates and regulators. The views of and the impact of the Company’s activities on those stakeholders are an important consideration for the directors when making relevant decisions. Regular engagement takes place in the normal course of business since the directors are actively engaged in the running of the company and speak with a wide range of stakeholders on a frequent and regular basis. Structured engagement and opportunities for feedback also take place for example via regular employee business updates which all employees able to attend and ask questions of executives and directors, meetings and events hosted by KION GROUP AG the company’s ultimate parent and representation at sector conferences and events attended by customers, suppliers and other interested parties. 
This combination of engagements with stakeholders allows us to understand the nature of the stakeholders’ concerns and to comply with our Section 172 duty to promote the success of the Company.

Page 2

 
DEMATIC GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


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



................................................
M Carlson
Director

Date: 31 December 2024

Page 3

 
DEMATIC GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 these financial statements, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to $1,564 (2022 - loss $8,845 thousand).

As at the year end, no dividend has been proposed (2022: $Nil).

Directors

The directors who served during the year were:

M Carlson 
D Mason 
D Woodall (resigned 16 May 2023)
C Cicchitelli (appointed 10 August 2023, resigned 1 April 2024)
B Siddorn (appointed 10 August 2023)

Principal risks and uncertainties

The principal risks and uncertainties are discussed in the Strategic Report.

Future developments

The future developments are outlined in the Strategic Report.

Page 4

 
DEMATIC GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial instruments

The Company’s operating activities create financial assets and liabilities in the form of trade creditors as well as amounts owed by group undertakings (see note 10) and owed to group undertakings (see note 11).
The Company’s financial instruments give rise to foreign currency and credit risk. Due to the short-term nature of the remaining assets and liabilities, (most are due within 30 days), these risks generally do not result in significant impacts on profit or loss.

Engagement with suppliers, customers and others

Engagement with suppliers, customers and other stakeholders are discussed in the strategic report. 

Qualifying third party indemnity provisions

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force from the date of incorporation. 

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

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.

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.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

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

Page 5

 
DEMATIC GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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





................................................
M Carlson
Director

Date: 31 December 2024

Page 6

 
DEMATIC GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DEMATIC GROUP LIMITED
 

Opinion


We have audited the financial statements of Dematic Group Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


Material uncertainty related to going concern


We draw attention to note 2.4 in the financial statements, which indicates the existence of events that may give rise to the company's operations being impacted by a global restructuring exercise. As stated in note 2.4, these events or conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included seeking explanations and direct representations from the directors as to the timing and extent of the restructuring activities.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 7

 
DEMATIC GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DEMATIC GROUP LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion 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.


Matters on which we are required to report by exception
 

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 material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.


Page 8

 
DEMATIC GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DEMATIC GROUP LIMITED (CONTINUED)


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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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. The extent to which our procedures are capable of detecting irregularities is detailed below.
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. We also evaluated the commercial objectives of the Company and assessed managements incentives and opportunities for fraudulent manipulation of results. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. 
Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law and Tax legislation.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal expenses for evidence of disputes or litigation; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances and transactions which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


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 Auditors' Report.


Page 9

 
DEMATIC GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DEMATIC GROUP LIMITED (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Ross Andrews (Senior Statutory Auditor)
for and on behalf of
Wellers
Statutory Auditor
8 King Edward Street
Oxford
OX1 4HL

2 January 2025
Page 10

 
DEMATIC GROUP LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
$000
$000


Turnover
143,879
137,986

Gross profit
143,879
137,986

Administrative expenses
(147,747)
(142,835)

Operating loss
(3,868)
(4,849)

Interest receivable and similar income
2,810
(2,852)

Interest payable and similar expenses
(18)
(14)

Loss before tax
(1,076)
(7,715)

Tax on loss
(488)
(1,130)

Loss for the financial year
(1,564)
(8,845)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:$NIL).

The notes on pages 14 to 24 form part of these financial statements.

Page 11

 
DEMATIC GROUP LIMITED
REGISTERED NUMBER: 09653326

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
$000
$000

  

Current assets
  

Debtors: amounts falling due within one year
 10 
97,348
97,443

  
97,348
97,443

Creditors: amounts falling due within one year
 11 
(32,266)
(30,797)

Net current assets
  
 
 
65,082
 
 
66,646

Total assets less current liabilities
  
65,082
66,646

  

  

  

Net assets
  
65,082
66,646


Capital and reserves
  

Called up share capital 
 13 
1
1

Profit and loss account
  
65,081
66,645

  
65,082
66,646


Under section 454 of the Companies Act 2006, the directors have the power to amend these financial statements if they subsequently prove to be defective.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
M Carlson
Director
Date: 31 December 2024

The notes on pages 14 to 24 form part of these financial statements.

Page 12

 
DEMATIC GROUP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

$000
$000
$000


At 1 January 2022
1
75,490
75,491


Comprehensive income for the year

Loss for the year
-
(8,845)
(8,845)
Total comprehensive income for the year
-
(8,845)
(8,845)



At 1 January 2023
1
66,645
66,646


Comprehensive income for the year

Loss for the year
-
(1,564)
(1,564)
Total comprehensive income for the year
-
(1,564)
(1,564)


At 31 December 2023
1
65,081
65,082


The notes on pages 14 to 24 form part of these financial statements.

Page 13

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Dematic Group Limited's (the "Company") principal activity is set out in the Strategic Report.
The Company is a private company limited by shares and is incorporated and domiciled in the UK. The address of its registered office is Banbury Business Park Trinity Way, Adderbury, Banbury, Oxon, OX17 3SN.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.



The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of KION GROUP AG as at 31 December 2022 and these financial statements may be obtained from KION GROUP AG, Thea-Rasche-Strasse 8, 60549, Frankfurt Am Main, Germany.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 14

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

When considering the going concern basis, the Company's management have paid due regard to the possibility of the company being impacted by a global restructuring exercise, as referred to in the Strategic Review. In evaluating the current stage of the considerations, the Company's management have concluded that the feasibility of the restructure is not yet established and accordingly, that the nature and extent of any impact is unknown.
Notwithstanding this uncertainty, management have assessed the Company's financial position, and having made satisfactory conclusions as to the ultimate parent's ability to continue supporting the Company, the directors have a reasonable expectation that the Company will be able to continue in operational existence for the foreseeable future. These accounts are therefore prepared on a going concern basis.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is the US dollar and all values are rounded to the nearest thousand dollars ($000) except where otherwise stated.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Page 15

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover 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. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from providing services is recognised in the accounting period in which the services are rendered.

All turnover relates to inter-company management charges in respect of services provided during the period. Turnover is recognised in the accounting period in which the services are rendered.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence,  the Company  does  not  adjust  any  of  the  transaction  prices  for  the  time  value  of money.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 16

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

The entity applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.12

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Page 17

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

 
2.14

Dividends

Dividends to the Company’s shareholders are recognised when the dividends are approved for payment. Dividends in specie are measured at the fair value of the assets transferred.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with FRS101 requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in each period in which the estimates are revised and in any future periods affected. Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are as follows:
Trade and other receivables
The allowance for doubtful accounts involves significant management judgment and review of individual receivables based on individual customer creditworthiness, current economic trends and analysis of historical losses. Management also applies country specific ratings based on information from external rating agencies.
Provisions
Significant estimates are involved in the determination of provisions. The difference between expectations and actual future liability will be accounted for in the period when such a determination is made.
Taxes
Significant estimates are involved in calculating income taxes. These estimates may change on the basis of new information and experience. Deferred tax assets on tax losses carried forward are recognised on the basis of an estimate of the future recoverability of the tax benefit, i.e. an assumption as to whether sufficient taxable income or tax relief will be available against which the carry forward can be utilised. The actual amount of taxable income in future periods and hence the actual utilisation of tax losses carried forward, may be different from the estimates made when the corresponding deferred tax assets were recognised.
 

Page 18

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

 The whole of the turnover is attributable to the one principal activity of the Company.

Analysis of turnover by country of destination:

2023
2022
$000
$000

United Kingdom
15,749
14,019

Rest of Europe
25,720
26,230

Rest of the world
102,410
97,737

143,879
137,986



5.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2023
2022
$000
$000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
20
20

Fees payable to the Company's auditors and their associates in respect of:

All non-audit services not included above
16
16


6.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







.
4
1

Page 19

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Interest receivable and similar income

2023
2022
$000
$000


Interest receivable from group companies
1,478
171

Foreign exchange gains/(losses) on intercompany loans
1,332
(3,023)

2,810
(2,852)


8.


Interest payable and similar expenses

2023
2022
$000
$000


Loans from group undertakings
18
14

18
14

Page 20

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Taxation


2023
2022
$000
$000

Corporation tax


Current tax on profits for the year
1,937
-

Adjustments in respect of previous periods
(1,018)
(455)


919
(455)

Foreign tax


Foreign tax on income for the year
173
54

173
54

Total current tax
1,092
(401)

Deferred tax


Origination and reversal of timing differences
(736)
795

Changes to tax rates
(46)
251

Adjustments in respect of prior periods
178
485

Total deferred tax
(604)
1,531


Tax on loss
488
1,130
Page 21

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
$000
$000


Loss on ordinary activities before tax
(1,075)
(7,715)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(253)
(1,466)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,454
1,161

Capital allowances for year in excess of depreciation
173
54

Tax rate changes
(46)
251

Higher rate taxes on overseas earnings
-
30

Adjustments to tax charge in respect of prior periods
(795)
-

Other timing differences leading to an increase (decrease) in taxation
(45)
1,100

Total tax charge for the year
488
1,130


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


10.


Debtors

2023
2022
$000
$000


Amounts owed by group undertakings
91,685
91,589

Other debtors
1
1

Prepayments and accrued income
4,865
5,661

Deferred taxation
797
192

97,348
97,443


Page 22

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Creditors: Amounts falling due within one year

2023
2022
$000
$000

Trade creditors
63
311

Amounts owed to group undertakings
17,417
18,935

Corporation tax
1,014
2,503

Other taxation and social security
1,033
368

Accruals and deferred income
12,739
8,680

32,266
30,797



12.


Deferred taxation




2023


$000






At beginning of year
192


Charged to profit or loss
604



At end of year
796

The deferred tax asset is made up as follows:

2023
2022
$000
$000


Temporary trading differences
797
192

797
192


13.


Share capital

2023
2022
$
$
Allotted, called up and fully paid



552 (2022 - 552) Ordinary shares shares of $1.00 each
552
552
450 (2022 - 450) C shares shares of $1.00 each
450
450

1,002

1,002

Page 23

 
DEMATIC GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.Share capital (continued)

Ordinary shares carry full voting rights and the right to participate in distributions of dividends or capital.  On winding up the Ordinary shareholders are entitled to a return of capital (subject to C shareholders having first received a return of capital) and to any surplus which arises on winding up.
C shares carry restricted voting rights (as set out in the company’s Articles of Association) and have no right to participate in distributions of dividends or capital.  On winding up C shareholders are entitled to a return of capital in priority or Ordinary shareholders but are not entitled to participate in any surplus which arises on winding up.



14.


Related party transactions

The Company has taken advantage of the exemption offered by FRS101 which precludes the necessity to detail related party transactions between wholly owned subsidiaries.


15.


Ultimate parent and controlling party

The immediate parent undertaking of the company is Dematic Group S.á.r.l. (incorporated in Luxembourg). 

The ultimate parent company is KION GROUP AG, which prepares consolidated financial statements. Copies of these financial statements are available from KION GROUP AG, Thea-Rasche-Strasse 8, 60549 Frankfurt Am Main, Germany. 

 
Page 24