Federal Signal UK Holdings Limited - Period Ending 2020-12-31

Federal Signal UK Holdings Limited

Contents

Company Information	1
Strategic Report	2 to 3
Directors' Report	4
Statement of Directors' Responsibilities	5
Independent Auditor's Report	6 to 8
Income Statement	9
Statement of Financial Position	10
Statement of Changes in Equity	11
Notes to the Financial Statements	12 to 16

Federal Signal UK Holdings Limited

Company Information

Directors

D A Dupre I Hudson J L Sherman

Registered office

Unit 3A Tyne Dock East Side Port of Tyne South Shields Tyne & Wear NE33 5SQ

Solicitors

Weightmans 1 St James Gate Newcastle upon Tyne NE1 4AD

Auditor

MHA Tait Walker Chartered Accountants & Statutory Auditor Bulman House Regent Centre Gosforth Newcastle upon Tyne NE3 3LS

Federal Signal UK Holdings Limited

Strategic Report for the Year Ended 31 December 2020

The directors present their strategic report for the year ended 31 December 2020.

Principal activity

The principal activity of the company is that of a holding company.

Fair review of the business

The directors do not expect that group trading will change significantly in the short term but believe the company is well placed to take advantage of new opportunities in emerging markets where energy consumption is expected to grow.

As the principal activity of the company is that of a holding company the management do not believe there to be any key performance indicators.

Principal risks and uncertainties

Legislative risk - In the UK, Africa and Europe, hazardous are equipment must be manufactured to worldwide standards. These standards are subject to continuous revision and any new directive may have a material impact on the company's profit margins through additional compliance costs.

Victor Products Ltd and Victor Industrial Equipment (pty) Ltd review product certification as and when required by the country in which the product is sold.

Competitive risk - The markets in which its subsidiaries operate are highly competitive. The intensity of this competition can result in price discounting and margin pressures throughout the industry and can adversely affect the subsidiaries' ability to increase or maintain prices for products. In addition, certain competitors may have lower overall labour or material costs.

The subsidiaries continually review profit margins by customer and product and will adjust prices if appropriate.

Operational risk - Victor Products Ltd and Victor Industrial Equipment (pty) Ltd purchase raw materials and component parts from suppliers to be used in the manufacturing of products. Victor Products USA Incorporated purchases finished goods from suppliers. Changes in relationships with suppliers or increases in the costs of purchased raw materials, component parts or finished goods could result in manufacturing interruptions, delays inefficiencies or the subsidiaries' inability to market products.

In addition, profit margins would decrease if prices of purchased raw materials, component parts or finished goods increase and the company was unable to pass on those increases to customers.

The subsidiaries work with suppliers in maintaining competitive raw material and finished goods prices, continuity of supply and quality of products received.

Impact of COVID-19 virus – the company continues to monitor the ongoing developments and has implemented a business continuity plan to ensure we minimise the impact on both our customers and employees.

Federal Signal UK Holdings Limited

Strategic Report for the Year Ended 31 December 2020 (continued)

Treasury management policy

The subsidiaries' principal financial instruments comprise of cash and cash equivalents. Other financial assets and liabilities, such as trade debtors, trade creditors and group balances, arise directly from the company's and subsidiaries operating activities. The main risks associated with the company's financial assets and liabilities are set out below.

Given that the majority of the risks below derive from transactions with other group companies, the company does not undertake any hedging activity locally. Significant financial risks from a group perspective are addressed on a case-by-case basis at group level.

Interest rate risk
Victor Products Ltd and Victor Industrial Equipment (Pty) Ltd invest surplus cash in a floating rate interest yielding bank deposit account. Interest is charged at a variable rate on group borrowings. Therefore financial assets, liabilities, interest income and interest charges and cash flows can be affected by movements in interest rates.

Credit risk
The risk of financial loss due to counterparty's failure to honour its obligations arises principally in relation to transactions where the company provides goods and services on deferred terms. Policies are aimed at minimising such losses, and require that deferred terms are granted only to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. Individual exposures are monitored with customers subject to credit limits to ensure that the company's and subsidiaries' exposure to bad debts is not significant. Goods may be sold on a cash-with-order basis to mitigate credit risk.

Liquidity risk
The subsidiaries aim to mitigate liquidity risk by managing cash generated by its operations. Capital expenditure is approved at a group level. Flexibility is maintained by retaining surplus cash in readily accessible bank deposit accounts.

Foreign currency risk
Sales by the subsidiaries are denominated in local currencies (Sterling, Rand and US Dollars). Purchases of goods in foreign currencies are now immaterial. Therefore no hedging activity is undertaken locally to mitigate this risk.

Approved by the Board on 27 September 2021 and signed on its behalf by:

......................................... D A Dupre Director

Federal Signal UK Holdings Limited

Directors' Report for the Year Ended 31 December 2020

The directors present their report and the financial statements for the year ended 31 December 2020.

Directors of the company

The directors who held office during the year were as follows:

D A Dupre

I Hudson

J L Sherman

S Vinokur (resigned 12 May 2021)

Financial instruments

Objectives and policies

See disclosures in the Strategic Report in respect of the financial risk management of the company.

Price risk, credit risk, liquidity risk and cash flow risk

See disclosures in the Strategic Report in respect of the financial risk management of the company.

Future developments

The directors do not expect the group trading will change significantly in the short term but believe the company is well placed to take advantage of new opportunities in emerging markets where energy consumption is expected to grow.

As COVID-19 continues to impact the population, the board will adhere to government guidance and will review the needs of all of our stakeholders.

Going concern

The directors have considered the company's current and future prospects and its availability of financing, and are satisfied that the company can continue to pay its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements. For this reason the directors continue to adopt the going concern basis of preparation for the financial statements.

Directors' liabilities

The company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditor

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of MHA Tait Walker as auditor of the company is to be proposed at the forthcoming Annual General Meeting.

Approved by the Board on 27 September 2021 and signed on its behalf by:

......................................... D A Dupre Director

Federal Signal UK Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 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; and

•	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.

Federal Signal UK Holdings Limited

Independent Auditor's Report to the Members of Federal Signal UK Holdings Limited

Opinion

We have audited the financial statements of Federal Signal UK Holdings Limited (the 'company') for the year ended 31 December 2020, which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity, and 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 company's affairs as at 31 December 2020 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 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 director's 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.

Federal Signal UK Holdings Limited

Independent Auditor's Report to the Members of Federal Signal UK Holdings Limited (continued)

Opinions on other matters prescribed by the Companies Act 2006

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

•	the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and 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 our 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 and the Directors' Report.

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, 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 Statement of Directors' Responsibilities (set out on page 5), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

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:

•	Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud; and
•	Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Federal Signal UK Holdings Limited

Independent Auditor's Report to the Members of Federal Signal UK Holdings Limited (continued)

Because of the field in which the client operates, we identified the following areas as those most likely to have a material impact on the financial statements: compliance with the UK Companies Act.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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

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.

......................................
Brian Laidlaw BA CA (Senior Statutory Auditor)
For and on behalf of MHA Tait Walker
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS

28 September 2021


MHA Tait Walker is a trading name of Tait Walker LLP.

Federal Signal UK Holdings Limited

Income Statement for the Year Ended 31 December 2020

	Note	2020 £	2019 £
Turnover		-	-
Operating profit/(loss)		-	-
Amounts written off investments		(126,093)	-
Loss before tax		(126,093)	-
Loss for the financial year		(126,093)	-

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Federal Signal UK Holdings Limited

(Registration number: 02855390)
Statement of Financial Position as at 31 December 2020

	Note	2020 £	2019 £
Fixed assets
Investments	5	8,378,052	8,504,145
Capital and reserves
Called up share capital	6	10,000	10,000
Profit and loss account	7	8,368,052	8,494,145
Total equity		8,378,052	8,504,145

Approved and authorised by the Board on 27 September 2021 and signed on its behalf by:
 

......................................... D A Dupre Director

Federal Signal UK Holdings Limited

Statement of Changes in Equity for the Year Ended 31 December 2020

	Share capital £	Profit and loss account £	Total £
At 1 January 2019	10,000	8,494,145	8,504,145
At 31 December 2019	10,000	8,494,145	8,504,145

	Share capital £	Profit and loss account £	Total £
At 1 January 2020	10,000	8,494,145	8,504,145
Loss for the year	-	(126,093)	(126,093)
Total comprehensive income	-	(126,093)	(126,093)
At 31 December 2020	10,000	8,368,052	8,378,052

Federal Signal UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2020

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is Unit 3A, Tyne Dock East Side, Port of Tyne, South Shields, Tyne & Wear, NE33 5SQ.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

These financial statements are prepared in sterling which is the functional currency of the entity.

Summary of disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.

The company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and does not disclose related party transactions with members of the same group that are wholly owned.

Group accounts not prepared

The financial statements contain information about Federal Signal UK Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group.

The company has taken advantage of the exemptions available under Section 401 of Companies Act 2006 not to prepare consolidated accounts as the ultimate parent company, Federal Signal Corporation, a Delaware Corporation incorporated in the United States of America, publishes consolidated accounts.

Federal Signal UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)

2	Accounting policies (continued)

Going concern

The directors have considered the company's current and future prospects and its availability of financing, and are satisfied that the company can continue to pay its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements. For this reason the directors continue to adopt the going concern basis of preparation for the financial statements.

Judgements

The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

Assessing indicators of impairment - In assessing whether there have been indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.

Key sources of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Impairment of investments - The company reviews investment in subsidiaries for impairment, if there are any indications that the carrying values may not be recoverable or may have increased as a result of a favourable change in economic assumptions. The carrying value of the investment is compared to the recoverable amount of the subsidiary and where a deficiency exists, an impairment charge is considered by management. The recoverable amount has been calculated using the fair values based on discounted cash flow projections of the business.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Investments

Investments are initially recorded at cost. The carrying values of investments are reviewed for impairment in periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Federal Signal UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2019 - 0).

4	Auditor's remuneration

Audit expenses of £2,725 (2019 - £2,650) as well as other fees payable to the auditor of £650 (2019 - £650) were borne by Victor Products Ltd, a subsidiary undertaking.

5	Investments

	2020  £	2019  £
Investments in subsidiaries	8,378,052	8,504,145

Subsidiaries	£
Cost or valuation
At 1 January 2020	10,055,145
At 31 December 2020	10,055,145
Provision
At 1 January 2020	1,551,000
Provision	126,093
At 31 December 2020	1,677,093
Carrying amount
At 31 December 2020	8,378,052
At 31 December 2019	8,504,145

The impairment charge during the year relates to the write down of the company's investment in Victor Products Holdings Ltd to reflect the change in the net carrying value of its underlying assets.

Federal Signal UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)

5	Investments (continued)

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2020	2019
Subsidiary undertakings
Victor Products Holdings Ltd	Unit 3A, Tyne Dock East Side, Port of Tyne, South Shields, Tyne and Wear, NE33 5SQ	Ordinary	100%	100%
	England & Wales
Victor Products Ltd*	Unit 3A, Tyne Dock East Side, Port of Tyne, South Shields, Tyne and Wear, NE33 5SQ	Ordinary	100%	100%
	England & Wales
Victor Products USA Incorporated*	PO Box 1980, Cranberry Twp, PA 16006	Ordinary	100%	100%
	United States of America
Victor Industrial Equipment (Pty) Limited*	245 Power Street, Boksburg 1459	Ordinary	100%	100%
	Republic of South Africa
Daviesons Property and Investment Company (Pty) Limited*	245 Power Street, Boksburg 1459	Ordinary	100%	100%
	Republic of South Africa
Victor Industrial Equipment Empowerment Trust*	245 Power Street, Boksburg, 1459	Ordinary	100%	100%
	Republic of South Africa

* denotes subsidiary held indirectly.

Subsidiary undertakings

Victor Products Holdings Ltd The principal activity of Victor Products Holdings Ltd is a holding company.

Victor Products Ltd* The principal activity of Victor Products Ltd* is a mining and industrial equipment company.

Federal Signal UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)

5	Investments (continued)

Victor Products USA Incorporated* The principal activity of Victor Products USA Incorporated* is a mining equipment company. Effective 31 December 2019, the company ceased operations at Victor Products USA Incorporated.

Victor Industrial Equipment (Pty) Limited* The principal activity of Victor Industrial Equipment (Pty) Limited* is a mining equipment company.

Daviesons Property and Investment Company (Pty) Limited* The principal activity of Daviesons Property and Investment Company (Pty) Limited* is a property holding company.

* denotes subsidiary held indirectly.

6	Share capital

Allotted, called up and fully paid shares

	2020		2019
	No.	£	No.	£
Ordinary shares of £1 each	10,000	10,000	10,000	10,000

7

Reserves

Share capital

This reserve records the nominal value of ordinary share capital.

Profit and loss account

This reserve records accumulated profits and losses.

8	Parent and ultimate parent undertaking

The company's immediate parent is Federal Signal Corporation, a Delaware Corporation, incorporated in United States of America.

 The most senior parent entity producing publicly available financial statements is Federal Signal Corporation. These financial statements are available upon request from Unit 3A, Tyne Dock East Side, Port of Tyne, South Shields, Tyne and Wear, NE33 5SQ.