Bremsen Technik Holdings Ltd - Limited company accounts 18.2

REGISTERED NUMBER: 08748683 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31st January 2019

for

BREMSEN TECHNIK HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Statement of Comprehensive Income

6

Consolidated Balance Sheet

7

Company Balance Sheet

8

Consolidated Statement of Changes in Equity

9

Company Statement of Changes in Equity

10

Consolidated Cash Flow Statement

11

Notes to the Consolidated Cash Flow Statement

12

Notes to the Consolidated Financial Statements

13

DIRECTORS:

B R Hall

R J Anderson

SECRETARY:

Mrs J L Hall

REGISTERED OFFICE:

Unit 6 Easton Way

Colburn

Catterick Garrison

North Yorkshire

DL9 4GA

REGISTERED NUMBER:

08748683 (England and Wales)

AUDITORS:

Mitchell Gordon LLP

Accountants and Statutory Auditor

43 Coniscliffe Road

Darlington

Co. Durham

DL3 7EH

The directors present their strategic report of the company and the group for the year ended 31st January 2019.

REVIEW OF BUSINESS

Net sales increased from £17.1m to £18.5m following organic growth of existing contract. Purchasing conditions remain

a challenge due to continued instability of global exchange rates. Cash generation in the period dropped due to

investments in group operations. During the period, significant costs were expensed for the refurbishment of one of our

UK facilities.

Our European footprint has allowed for the continued development and creation of new European opportunities which

we expect to increase significantly over the coming years.

The investment in ancillary operations has continued throughout the year and we are now in a position to capitalise on

the infrastructure put in place. We continued significant investments in modernising the group's IT systems and reporting

tools, we intend to continue this investment over the coming periods.

Recent newly secured contracts will ensure growth within the group as well as mitigating risk on current contracts.

PRINCIPAL RISKS AND UNCERTAINTIES

Whilst Brexit remains an uncertainty we continue to put measures in place to minimise any detrimental impact it may

cause. We monitor global exchange rates on a daily basis and naturally hedge our transactions where possible

ON BEHALF OF THE BOARD:

R J Anderson - Director

31st October 2019

The directors present their report with the financial statements of the company and the group for the year ended

31st January 2019.

DIVIDENDS

The total distribution of dividends for the year ended 31st January 2019 will be £ 415,100 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1st February 2018 to the date of this

report.

B R Hall

R J Anderson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial

statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not

approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the

directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as

a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are

aware of that information.

AUDITORS

The auditors, Mitchell Gordon LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R J Anderson - Director

31st October 2019

Opinion

We have audited the financial statements of Bremsen Technik Holdings Ltd (the 'parent company') and its subsidiaries

(the 'group') for the year ended 31st January 2019 which comprise the Consolidated Statement of Comprehensive

Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company

Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow

Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial

reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting

Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and

Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st January 2019 and of the group's 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 group in accordance with the ethical requirements

that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion. The financial statements for the year-end

31 January 2019 were not audited however procedures have been undertaken as part of the audit of the current year to

gain assurance regarding opening balances.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group

Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the

Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the

course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the

Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and

for such internal control as the directors determine necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease

operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs

(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Nick Vassilounis FCA (Senior Statutory Auditor)

for and on behalf of Mitchell Gordon LLP

Accountants and Statutory Auditor

43 Coniscliffe Road

Darlington

Co. Durham

DL3 7EH

31st October 2019

TURNOVER

3

18,448,473

17,119,317

Cost of sales

13,556,065

11,619,987

GROSS PROFIT

4,892,408

5,499,330

Distribution costs

92,339

81,774

Administrative expenses

5,165,672

4,299,709

5,258,011

4,381,483

(365,603

)

1,117,847

Other operating income

430,485

424,235

OPERATING PROFIT

5

64,882

1,542,082

Interest payable and similar expenses

8

5,323

52,075

PROFIT BEFORE TAXATION

59,559

1,490,007

Tax on profit

9

91,735

372,110

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(32,176

)

1,117,897

OTHER COMPREHENSIVE INCOME

Foreign currency translation

4,305

4,456

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

4,305

4,456

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(27,871

)

1,122,353

(Loss)/profit attributable to:

Owners of the parent

184,052

1,084,502

Non-controlling interests

(216,228

)

33,395

(32,176

)

1,117,897

Total comprehensive income attributable to:

Owners of the parent

187,565

1,087,663

Non-controlling interests

(215,436

)

34,690

(27,871

)

1,122,353

FIXED ASSETS

Intangible assets

12

10,827

208,417

Tangible assets

13

333,428

264,026

Investments

14

-

-

344,255

472,443

CURRENT ASSETS

Stocks

15

5,602,084

4,644,721

Debtors

16

5,363,432

5,405,673

Cash at bank and in hand

1,242,412

389,756

12,207,928

10,440,150

CREDITORS

Amounts falling due within one year

17

10,837,387

8,855,265

NET CURRENT ASSETS

1,370,541

1,584,885

TOTAL ASSETS LESS CURRENT LIABILITIES

1,714,796

2,057,328

CREDITORS

Amounts falling due after more than one year

18

(132,160

)

(39,839

)

PROVISIONS FOR LIABILITIES

23

(46,568

)

(38,170

)

NET ASSETS

1,536,068

1,979,319

CAPITAL AND RESERVES

Called up share capital

24

202

202

Other reserves

25

8,538

4,233

Retained earnings

25

1,709,146

1,940,194

SHAREHOLDERS' FUNDS

1,717,886

1,944,629

NON-CONTROLLING INTERESTS

26

(181,818

)

34,690

TOTAL EQUITY

1,536,068

1,979,319

The financial statements were approved by the Board of Directors on 31st October 2019 and were signed on its behalf

by:

R J Anderson - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

4,266,734

4,266,734

4,266,734

4,266,734

CURRENT ASSETS

Debtors

16

384,110

384,458

Cash at bank

35

708

384,145

385,166

CREDITORS

Amounts falling due within one year

17

3,273,684

3,441,434

NET CURRENT LIABILITIES

(2,889,539

)

(3,056,268

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,377,195

1,210,466

CAPITAL AND RESERVES

Called up share capital

24

202

202

Retained earnings

25

1,376,993

1,210,264

SHAREHOLDERS' FUNDS

1,377,195

1,210,466

Company's profit for the financial year

491,829

336,417

The financial statements were approved by the Board of Directors on 31st October 2019 and were signed on its behalf by:

R J Anderson - Director

Called up

share

Retained

Other

capital

earnings

reserves

£

£

£

Balance at 1st February 2017

202

1,477,342

(223

)

Changes in equity

Dividends

-

(621,650

)

-

Total comprehensive income

-

1,084,502

4,456

Balance at 31st January 2018

202

1,940,194

4,233

Changes in equity

Dividends

-

(415,100

)

-

Total comprehensive income

-

184,052

4,305

Balance at 31st January 2019

202

1,709,146

8,538

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1st February 2017

1,477,321

-

1,477,321

Changes in equity

Dividends

(621,650

)

-

(621,650

)

Total comprehensive income

1,088,958

34,690

1,123,648

Balance at 31st January 2018

1,944,629

34,690

1,979,319

Changes in equity

Dividends

(415,100

)

-

(415,100

)

Total comprehensive income

188,357

(215,436

)

(27,079

)

Balance at 31st January 2019

1,717,886

(180,746

)

1,537,140

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st February 2017

202

1,405,497

1,405,699

Changes in equity

Dividends

-

(531,650

)

(531,650

)

Total comprehensive income

-

336,417

336,417

Balance at 31st January 2018

202

1,210,264

1,210,466

Changes in equity

Dividends

-

(325,100

)

(325,100

)

Total comprehensive income

-

491,829

491,829

Balance at 31st January 2019

202

1,376,993

1,377,195

Cash flows from operating activities

Cash generated from operations

1

1,122,044

1,941,749

Interest paid

(1,658

)

(49,821

)

Interest element of hire purchase and finance lease rental payments paid

(3,665

)

(2,254

)

Tax paid

(215,379

)

(189,327

)

Net cash from operating activities

901,342

1,700,347

Cash flows from investing activities

Purchase of tangible fixed assets

(31,908

)

(224,246

)

Sale of tangible fixed assets

38,683

-

Net cash from investing activities

6,775

(224,246

)

Cash flows from financing activities

Loan repayments in year

-

(708,347

)

Capital repayments in year

(50,887

)

(19,379

)

Amount introduced by directors

434,339

143

Equity dividends paid

(415,100

)

(621,650

)

Net cash from financing activities

(31,648

)

(1,349,233

)

Increase in cash and cash equivalents

876,469

126,868

Cash and cash equivalents at beginning of year

2

365,943

239,075

Cash and cash equivalents at end of year

2

1,242,412

365,943

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31/1/19

31/1/18

£

£

Profit before taxation

59,559

1,490,007

Depreciation charges

315,053

264,080

Profit on disposal of fixed assets

(4,667

)

-

Government grants

(5,091

)

(5,278

)

Finance costs

5,323

52,075

370,177

1,800,884

Increase in stocks

(957,363

)

(2,615,254

)

Decrease/(increase) in trade and other debtors

42,241

(2,442,818

)

Increase in trade and other creditors

1,666,989

5,198,937

Cash generated from operations

1,122,044

1,941,749

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these

Balance Sheet amounts:

Year ended 31st January 2019

31/1/19

1/2/18

£

£

Cash and cash equivalents

1,242,412

389,756

Bank overdrafts

-

(23,813

)

1,242,412

365,943

Year ended 31st January 2018

31/1/18

1/2/17

£

£

Cash and cash equivalents

389,756

239,075

Bank overdrafts

(23,813

)

-

365,943

239,075

1.	STATUTORY INFORMATION

Bremsen Technik Holdings Ltd is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,

value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2014, is being amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Long leasehold

-

10% on cost

Plant and machinery

-

33% on cost, 25% on cost and 20% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

40% on reducing balance and 25% on cost

Computer equipment

-

at varying rates on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow

moving items.

Financial instruments

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

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

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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of

impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that

occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If

an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of

the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is

recognised in profit and loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised,

the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the

carrying amount would have been, had the impairment not previously been recognised. The impairment reversal

is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are

settled, or when the 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual

arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of

the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including loans from fellow group companies are initially recognised at transaction

price unless the arrangement constitutes a financial 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.