The directors present the strategic report for the year ended 31 December 2024.

Principal of activities

The principal activities of the company are the design, manufacture and sale of vision systems to the commercial vehicle industry. Under the brand names of Truck-Lite, Rubbolite, FER and Signal-Stat the company has become a forerunner in LED and incandescent lighting technology, mirror manufacturing and trailer assemblies. The company services the truck, trailer, off-road and military sectors as well as the independent aftermarket and an extensive portfolio of OEM customers.

The company achieved turnover of £28,466k in the year ended 31 December 2024, (2023 - £46,033k) and a profit after tax of £935k (2023 - £1,767k profit). At the end of the financial year, the company had net liabilities of £13,040k (2023- £16,528k). The decrease in net liabilities is due to net comprehensive income for the year.

The management team meet regularly for business reviews to identify the trends in key performance indicators relating to revenue, costs, profit, margins and working capital. The business actively looks at long term solutions to increase revenues and generate profitable growth.

Research and development

The company incurs expenditure on the evaluation and the continuous introduction of new products into the marketplace each year, thus ensuring it continues to use its competitive advantage for sustainable long-term growth.

Market and price risk

Competitive pressure in the automotive and commercial vehicle industry and from developing markets is a continuing risk for the company, which could result in it losing sales to key competitors. The company manages this risk by sourcing globally, driving efficiencies within the UK manufacturing business and maintaining strong relationships with customers. We have been impacted by increase in the cost of raw materials and has eroded our margin as a result and indications show that this could impact further in 2025.

Financial risk management objectives and policies

The company’s activities expose it to a number of financial risks including foreign exchange risk, credit risk and liquidity risk.

Foreign exchange risk

The company’s sales to its customer base are made in Dollars, Euros and Pound. The company is therefore exposed to the movement in the exchange rates. In response, the company has minimised its foreign exchange risk by maintaining a natural hedge for payments to Euro denominated suppliers. Additionally, the company holds its loan capital denominated in Dollars and as such the valuation of these loans is subject to unrealised valuation differences from one accounting period to the next.

Credit and liquidity risk

The company’s credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The company mitigates its credit risk with trade debtors by utilizing credit check agencies, setting appropriate credit limits, and requiring payments in advance for at risk customers.

The company’s business activities, together with the factors likely to affect the future development, performance, and financial position, along with the company’s objectives, policies, and processes for managing its exposures to financial risk are set out above. The directors have considered these risks and the effect of the current economic environment in its assessment of adopting the going concern basis of preparation in preparing these financial statements.

In the upcoming year, the company expects continued economic uncertainty surrounding inflation, consumer sentiment, energy costs and raw material price increases. As such, the company is closely monitoring their cost base and implementing operational efficiencies wherever possible.

In relation to the market, the company anticipates that mirror systems will be replaced by advanced camera detection systems with no sourcing opportunities available for new business until 2027. With the advancement of technology, the company continues to focus on investing in research and development to stimulate continued success.

S172(1) STATEMENT

The board of directors has given appropriate consideration to the duties set out in section 172(1) (a) to (f) of the Companies Act 2006, both with regard to the decisions it takes and considering and understanding the impact of those decisions on all stakeholders.

The company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the company. This is achieved through formal and informal meetings, and companywide communications. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.

Understanding and responding to our customer’s needs is fundamental to our continued success. We gain an understanding of our customer’s needs through continuous communication and subsequently revise our employee training to address those needs.

Further, our suppliers play a key role in our operations by providing quality products produced by a reliable and consistent supply chain. This is achieved through subjecting our suppliers to high quality standards and diversifying our global supply chain to mitigate potential risk.

The following sets out key stakeholders identified and the considerations in relation thereto.

Employees

We have an engaged and committed workforce who are aware of our company's Vision, Goals and Operating Principles and are committed to contributing to the continued success of our organisation.

It is essential that employees at all levels of the organisation understand and are aligned behind our Visions, Goals and Operating Principles. Only in this way can we ensure that employees feel valued by the organisation, motivated to contribute to our continuous improvement initiatives and contribute to the company's long-term success.

We are focused on employee engagement and have undertaken a number of initiatives to engage employees and further improve engagement. All employees participate in regular company updates at which key initiatives and developments are presented and discussed. We carry out annual goal orientated performance related reviews. Regular employee surveys are carried out to gather feedback on how relations may be further improved.

Communication is key to the engagement of our employees. An alignment to our Vision, Goals, Operating Principles and company culture. A Covid-19 safe and rewarding working environment. Availability of flexible working practices. Opportunities for career development.

Quarterly company updates available to all employees. Regular round table discussions available to all staff with local and global senior management. A dedicated wellbeing week with activities focussed on mental and physical health. Introduced a dedicated engagement committee who represent the workforce voice. The company operates performance related incentive schemes.

Customer

Our understanding and fulfilling the needs of our customers is fundamental to the continued success of our business.

Our Vision is to protect people with world leading innovative safety solutions. Only by understanding and fulfilling their needs can we achieve that vision. Customer Focus is one of our key Operating Principles.

Regular communication with our customer base including web, telephone and site visits. Training to ensure communication focuses on customer needs and how best to address those needs. Regular proactive communication relating to the customer’s and company’s Brexit mitigation planning. Participation in customer led supplier days.

Listening and understanding their needs. Supply of consistent quality product. Minimising total operational costs for their supply chain. Consistent short lead times. Fair payment terms. Availability of technical support and training.

Adherence to quality standards and supply times. Planned customer visit cycle. Alignment of European customer base with sister companies in Germany and France to cope with the potential impact of Brexit. Key partner programme. Participation in customer events. Provision of customer education initiatives. Technical support visits.

Suppliers

Our supplier base consists of a number of large international organisations as well as many smaller, independent businesses.

The majority of our suppliers play a key role in ensuring the quality of our products and are key to the continuance of our operational success. It is therefore essential that our operations are supported by a reliable, consistent and effective supply chain.

All key suppliers of raw materials are subject to clear definition of our requirements. Supply agreements in place with all key suppliers. Regular proactive communication relating to the supplier’s and company’s Brexit mitigation planning.

Prompt payment in line with agreed terms. Clear communication of product specifications and requirements. Good forecasting of demand. Opportunities to further develop their business.

Review and negotiation of supply agreements as appropriate. Diversification of global suppliers to mitigate supply chain risk. Liaison with suppliers to mitigate Brexit risk to their business as well as securing our supply chain.

Investors

The major interests in our shares are set out in note 27 to these Financial Statements. These investors have a direct interest in the performance and long-term prospects of the company.

It is necessary to secure the agreement to our strategic objectives and day to day management activities, by which we implement them, from our investors to ensure the availability of future capital. By returning greater than targeted results on a sustainable basis we are able to create value for our investors.

Ongoing communications with the investor both directly and via our corporate head office to appraise them of our ongoing activities, performance and strategic objectives.

Financial performance including cash generation against agreed targets. Business continuity. Plans for business growth.

Regular meetings have taken place between members of the board and the company’s investors to appraise them of performance and enable feedback to be given. Update and communication of our business continuity planning.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of design, manufacture and sale of vision systems to the commercial vehicle industry. Under the brand names of Truck-Lite, Robbolite, FER and Signal-Stat the company has become a forerunner in LED and incandescent lighting technology, mirror manufacturing and trailer assemblies. The company services the truck, trailer, off-road and military sectors as well as the independant aftermarket and an extentsive portfolio of OEM customers.

The results for the year are set out on page 11.

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

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

Azets Audit Services Limited were appointed during the year and are deemed to be reappointed under section 487 (2) of the Companies Act.

The Company is required to report its UK energy use and carbon emissions in accordance with the Companies (Director's Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

The data detailed below represents the emissions and energy used:

2024        2023

UK energy use to calculate below emissions (kWh)             4,259,836    5,687,307     

Associated Greenhouse gas emissions (tCO2e)                 831,189        1,121,722

Intensity ratio Emissions (tCO2e per employee)                 2,647        3,572

UK energy use covers electricity, heat, and fuel activities (location based). We have folllowed the 2024 UK Government Environmental Reporting Guidlines. Associated Greenhouse gases have been calculated using the Greenhouse Gas ('GHG') Reporting Protocol Corporate Reporting Standard.

The Company is committed to improving its sustainability and efficiency. We are continuously seeking to improve operational efficiency and will consider alternative energy sources.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 judgements 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Truck-lite Europe Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 company's affairs as at 31 December 2024 and of its profit 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

• Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accounting period.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

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

Truck-lite Europe Limited is a private company limited by shares incorporated in England and Wales. The registered office is Barrows Road, Harlow, Essex, CM19 5FA.

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The functional currency of Truck-Lite Europe Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the company operates.

The Company has a loss before tax of £1,020,000 and a net liability position of £13,040,000 for the reporting period ended 31 December 2024. The intermediate parent company, Truck-Lite Co. LLC has expressed their support in assisting the Company to meet its debt obligations for a period of 12 months from the signing of these financial statements. They have also offered a waiver until at least 31 December 2027 on an outstanding loan balance as at 31 December 2024 of £9,674,942.true

There are no material uncertainties related to events or conditions that may cast significant doubt about the ability of the company to settle their liabilities as they fall due in a period of at least 12 months from the audit report date.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. On that basis, the Directors have therefore prepared their financial statements on a going concern basis as they believe the company will be able to continue as a going concern in a period of at least 12 months from the audit report date.

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

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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

The company inccurs tooling costs on behalf of its OEM customers prior to production of parts for those OEM customers. These are reimbursed by the customers on a lump sum basis or at an agreed recovery rate per production unit which is explicitly agreed with the customer.

Managment reviews the underlying contracts and determines that the assets arising under these tooling arrangements are recognised as either inventory (where recovery was via lump sum) or fixed asset (where recovery was via a recovery rate per unit of production) in line with FRS 102.

For inventory projects, cost of sales is recognised on completion of the tooling in line with revenue. The depreciation charge for tooling fixed assets, based on units produced, is debited to cost of sales.

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

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

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

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

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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

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

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

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

Stocks are accounted for on a first in first out basis.

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

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

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

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

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

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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

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

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

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

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

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

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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

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

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

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

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

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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

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

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

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

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

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

Tooling costs

The company incurs tooling costs on behalf of its OEM customers prior to production of parts for those OEM customers. These are reimbursed by the customers on a lump sum basis or at an agreed recovery rate per production unit which is explicitly agreed with the customer.

Management reviews the underlying contracts and determines that the assets arising under these tooling arrangements are recognised as either inventory (where recovery was via lump sum) or fixed asset (where recovery was via a recovery rate per unit of production) in line with FRS 102.

For inventory projects, cost of sales is recognised on completion of the tooling in line with revenue. The depreciation charge for tooling fixed assets, based on units produced, is debited to cost of sales

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

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

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

The company records a provision for estimated furture warranty returns and otehr allowances in the same period the related revenue is recorded. Provision for estimated sales returns and other allowances is generally made based on historical outcomes and reviewed quarterly.

The cost of a defined pesion arrangement is determined based on actuarial valuations. An actuarial valuation assumes the estimation of discount rates, estimated returns on assets, future salary increases, mortality figures and future pension increases. Because of the long term nature of these pension plans, the valuation of these is subject to important uncertainties. See note 23 for additional disclosures.

The carrying amount at the balance sheet date was £18.0 million liability.

Deferred tax assets are raised to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised. Assessment of future taxable profit is performed at every reporting date, in the form of future cash flows using a suitable growth rate.

The carrying amount at the balance sheet date was an asset of £0.6million.

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

Their aggregate remuneration comprised:

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

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

Goodwill has been recognised at the point of the hive up of the trade and assets of Lab-Craft Limited to Truck-Lite Europe Limited. The balance has been transferred from Investments.

The useful life of the Goodwill is deemed to be 10 years from the acquisition date.

There are deemed to be no other intangibles related to the acquistion other than Goodwill.

Of the freehold land and property £2,860k relates to land which is not depreciated.

See Tooling costs accounting policy narrative, tooling can only be used on specified customer contarcts and cannot be used to manufacture product for other customers.

On 29 August 2024 the company acquired Lab-Craft Limited for consideration of £26,163,839. The business combination was made as part of a strategic move to drive the growth of the business. Control was obtained by virtue of acquiring 100% of the share capital.

The hive up of the trade and assets happened 17 days (10 trading days) after the acquisition of the investment and during the 10 days of operating the operating loss was inconsequential and not material to the users of the financial statements.

The company has concluded that there is no requirement to prepare a consolidated set of financial statements on the basis that the difference between the consolidated set of financial statements and the company set of financial statements is not deemed to be material for the purpose of giving a true and fair view to the users of the financial statements.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Deferred tax assets on losses of £3,882k (2023 - £5,869k) and deferred tax assets on the pension deficit of £4,245k (2023 - £4,343k) have not been recognised.

Deferred tax on capital allowances and short-term timing differences has been recognised on the grounds that it is deemed more likely than not that the company will make taxable profits in the future against which these brought forward timing differences will be reversed.

Repayment terms of intercompany trading is 30 days from month end. This is not interest bearing and is unsecured.

Included in amounts owed to group undertakings is £9,674,942, which is an intercompany loan with Truck-Lite CO LLC. No interest is payable on the intercompany loan. The loan is unsecured and following renegotiation on 15 December 2022 is not repayable before 31 December 2025. Truck-Lite Co LLC do not intend to recall the loan in less than 12 months from signing.

Included in amounts owed to group undertakings is £26,163,839, which is an intercompany loan with Safe Fleet Limited. No interest is payable on the intercompany loan. The loan is unsecured and is not repayable before 29 August 2029. Safe Fleet Limited do not intend to recall the loan in less than 12 months from signing.

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

Deferred tax is not recognised in respect of tax losses of £15,529,842 as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 31 December 2023 by Barnett Wadingham, Fellow of the Institute of Actuaries. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.

Assumed life expectations on retirement at age 65:

Amounts recognised in the profit and loss account

Amounts taken to other comprehensive income

The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:

Movements in the present value of defined benefit obligations

The defined benefit obligations arise from plans funded as follows:

Movements in the fair value of plan assets

The actual return on plan assets was £344,000 (2023 - £1,297,000).

Fair value of plan assets at the reporting period end

The company has one class of ordinary shares which carry no right to fixed income.

The company's other reserves are as follows:

The share premium reserve contains the premium arising on issue of equity shares net of issue expenses.

The profit and loss reserve represents cumulative profits or losses, net of dividends paid, gains and losses on movement in pension fund valuation and other adjustments.

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

During the year the company entered into the following transactions with related parties:

Sales to Truck-Lite Co. LLC - £25k(2023 - £72k)

Sales to ESG Germany Gmbh - £764k (2023 - £1,242k)

Sales to ESG France - £321k (2023 - £20k)

Sales to Labcraft - £51k (2023 - £nil)

Purchases from Truck-Lite Co. LLC - £426k (2023 - £402k)

Purchases from Rigid Industries - £395k (2023 - £537k)

Purchases from ESG France - £8k (2023 - £4k)

Purchases from Clarience - £95k (2023 - £68k)

Purchases from Labcraft - £58k (2023 - £nil)

Purchases from ECCO US - £3k (2023 - £nil)

The directors consider that as at 31 December 2024, there is no one ultimate controlling party. The largest group in which the results of the entity are consolidated is that of Truck-Lite Co. LLC, which is registered in the United States of America and its registered office are 5340 Fryling Road, Erie, Pennsylvanisa, USA. The financial statements of Truck-Lite Co. LLC are not publicly available. Truck-Lite Co. LLC is the ultimate and immediate parent company.