Speed 9395 Limited - Limited company accounts 23.1

REGISTERED NUMBER: 04577816 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023

FOR

SPEED 9395 LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

R B Sodha

B C Sodha

REGISTERED OFFICE:

3rd Floor Westbury House

23-25 Bridge Street

Pinner

Middlesex

HA5 3HR

REGISTERED NUMBER:

04577816 (England and Wales)

AUDITORS:

Accumen Business Consultancy Limited

Coventry University

Technology Park

Puma Way

Coventry

CV1 2TT

The directors present their strategic report for the year ended 31 July 2023.

The company has been trading within the healthcare sector providing care home services.

Key performance indicators are turnover, gross profit margin and costs.

During the year, the company has continued to consolidate in different aspects of its main strategic objectives which includes to continue to increase profits.

The turnover of the company increased by 4.7% to £4,487,854 (2022 - £4,279,374). This was due to an increase in weekly fees in the year.

The gross profit margin for the year decreased to 35.4% (2022 - 38.3%) This was as a result of the Agency costs of the business increasing, as well as other suppliers increasing their prices during the year.

Operating profit went down to £1,109,802 (2022 - £1,270,312).

As at the year end, the company is in a net asset position of £8,791,149 (2022 - net asset position of £8,121,484).

The directors consider due to the increase in net profit despite the challenging trading circumstances, the results are reasonable and together with the reduction in trading competition, result in them to look forward to the future.

The main elements of the company's strategy are as follows:

(a) Manage the principal risks and uncertainties facing the business.

(b) Maintaining existing client relationship and develop new businesses by improving on the full range of services

to ensure future growth.

(c) Providing enhanced responsive services and seek new contracts through established contacts and marketing.

IMPACT OF THE CORONAVIRUS PANDEMIC ON THE COMPANY

The company has been very pro-active and taken the necessary measures to prevent cases of Covid-19 in all their care homes especially in providing personal protective equipment (PPE) to all their staff and ensuring the care homes are kept free of the virus as much as possible by the infection control measures undertaken and obtaining access to Covid-19 testing for all their staff and residents.

Where possible, cohorted units have been created to isolate those with Covid-19 symptoms and to create a safe and sustainable admissions process.

In our opinion there is no significant financial or other impact on the business due to the pandemic during the year ended 31 July 2023, although uncertainties exist post year end.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties of the company are summarised below. The board has reviewed and agreed policies for managing each of the risks.

Financial risk exposure

The company's financial instruments comprised of borrowing and cash that arise directly from its operation. The main purpose of these financial instruments was to fund the company's operations as well as to manage working capital, liquidity and invest surplus funds.

Interest rate risk

The company continues to finance its operations from bank loans. Accordingly, borrowings, up until repayment, are at variable interest rates which are subject to fluctuations in the base rates.

Liquidity risk

The company continuously monitors its liquid assets to ensure it has sufficient cash and cash equivalents to meet its operational requirements.

Credit risk

The company has no significant concertation of credit risk. The company has policies in place to ensure that sales are made to customers with an appropriate credit history.

Management of risks

The directors continue to assess the risks facing the company which are - The unforeseen economic and other conditions and the market in which the company operates. The risk of losing key customers is low due to continuous nurturing of relationships. The company has continued to develop and maintain contacts with the local authorities.

ON BEHALF OF THE BOARD:

B C Sodha - Director

24 April 2024

The directors present their report with the financial statements of the company for the year ended 31 July 2023.

PRINCIPAL ACTIVITY

The company obtained a certificate of registration to provide care home services from the Care Inspectorate in Wales. The company provided care home services with effect from 1st August 2019 at Swn-Y-Mor Care Centre, Scarlett Avenue, Port Talbot. SA12 7PH. The company terminated its rental agreement with Handsale Limited on the same date.

DIVIDENDS

No dividends will be distributed for the year ended 31 July 2023.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 August 2022 to the date of this report.

R B Sodha

B C Sodha

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 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;

-	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.

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Accumen Business Consultancy Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

B C Sodha - Director

24 April 2024

Opinion

We have audited the financial statements of Speed 9395 Limited (the 'company') for the year ended 31 July 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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 July 2023 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and sector in which it operates;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation;

- we assessed th extent of compliance with the laws and regulations identified above through making enquiries of

management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in the Accounting Policies were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Tejinder Saran (Senior Statutory Auditor)

for and on behalf of Accumen Business Consultancy Limited

Coventry University

Technology Park

Puma Way

Coventry

CV1 2TT

24 April 2024

TURNOVER

4

4,487,854

4,279,374

Cost of sales

2,899,854

2,642,473

GROSS PROFIT

1,588,000

1,636,901

Administrative expenses

478,197

366,589

OPERATING PROFIT

6

1,109,803

1,270,312

Interest payable and similar expenses

7

264,514

141,455

PROFIT BEFORE TAXATION

845,289

1,128,857

Tax on profit

8

-

112,454

PROFIT FOR THE FINANCIAL YEAR

845,289

1,016,403

PROFIT FOR THE YEAR

845,289

1,016,403

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

845,289

1,016,403

FIXED ASSETS

Tangible assets

9

8,882,917

8,887,124

CURRENT ASSETS

Debtors

10

1,650,187

281,781

Cash at bank and in hand

156,418

739,608

1,806,605

1,021,389

CREDITORS

Amounts falling due within one year

11

721,515

785,795

NET CURRENT ASSETS

1,085,090

235,594

TOTAL ASSETS LESS CURRENT LIABILITIES

9,968,007

9,122,718

PROVISIONS FOR LIABILITIES

12

1,001,234

1,001,234

NET ASSETS

8,966,773

8,121,484

CAPITAL AND RESERVES

Called up share capital

13

1

1

Revaluation reserve

14

5,091,082

5,091,082

Retained earnings

14

3,875,690

3,030,401

SHAREHOLDERS' FUNDS

8,966,773

8,121,484

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2024 and were signed on its behalf by:

B C Sodha - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 August 2021

1

2,013,998

5,091,082

7,105,081

Changes in equity

Total comprehensive income

-

1,016,403

-

1,016,403

Balance at 31 July 2022

1

3,030,401

5,091,082

8,121,484

Changes in equity

Total comprehensive income

-

845,289

-

845,289

Balance at 31 July 2023

1

3,875,690

5,091,082

8,966,773

1.	STATUTORY INFORMATION

Speed 9395 Limited 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 Company Information page.

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

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared on the historical cost basis, as modified by the revaluation of investment property measured at fair value through the statement of comprehensive income.

The financial statements have been prepared for the year ended 31st July 2023. However, the accounting reference date is 28th July 2023.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Significant judgements and estimates

No significant judgements have been made by management in preparing these financial statements.

The director has made the following key assumptions:

- The fair value estimation of the investment property is based on the latest independent valuation obtained, the state of the property market in the location where the property is situated and rental potential of the property.

- The carrying amount of balances receivable from a group undertaking is determined after giving consideration to past experience of collecting payments and the financial position of the relevant group undertaking.

A different assessment of these considerations may result in different values being determined.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at an annual rate of 15% on a reducing balance basis in order to write off each asset over its estimated useful life.

Financial instruments

The company only enters into financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors, cash and cash equivalents, trade and other payables, and loans and borrowings.

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments. These include:

Trade and other debtors

Trade and other debtors are initially recognised at fair value at their nominal amount less impairment losses if due in less than 12 months. Subsequent to initial recognition, trade and other receivables are valued at amortised cost less impairment losses.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. The cash and cash equivalents are stated at their nominal values, as this approximates to amortised cost.

Other financial liabilities

Other financial liabilities are subsequently measured at amortised cost using the effective interest method.

Loans and borrowings

These are initially recognised at fair value, based upon the nominal amount outstanding. Subsequent to initial recognition, they are recorded at amortised cost. Borrowing costs arising on bank borrowings are expensed as incurred within financial expense using the effective interest method.

Trade and other payables

Trade and other payables are initially recognised at fair value, based upon the nominal amount outstanding. Subsequent to initial recognition, they are recorded at amortised cost.

Impairment of financial assets

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

5.	EMPLOYEES AND DIRECTORS

31.7.23

31.7.22

£

£

Wages and salaries

2,134,853

2,049,746

Social security costs

172,532

161,793

Other pension costs

35,817

31,305

2,343,202

2,242,844

The average number of employees during the year was as follows:

31.7.23

31.7.22

Employees

107

109

31.7.23

31.7.22

£

£

Directors' remuneration

-

-

6.	OPERATING PROFIT

The operating profit is stated after charging:

31.7.23

31.7.22

£

£

Other operating leases

116,000

116,000

Depreciation - owned assets

13,750

14,493

Auditors' remuneration

1,200

1,200

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.7.23

31.7.22

£

£

Loan interest

261,461

139,383

Bank loan interest

93

-

Interest payable

2,960

2,072

264,514

141,455

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.7.23

31.7.22

£

£

Current tax:

UK corporation tax

-

112,454

Tax on profit

-

112,454

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.7.23

31.7.22

£

£

Profit before tax

845,289

1,128,857

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2022 - 19%)

160,605

214,483

Effects of:

Capital allowances in excess of depreciation

-

(11,259

)

Depreciation in excess of capital allowances

15,018

-

Utilisation of tax losses

(175,623

)

(90,770

)

Total tax charge

-

112,454

9.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

and

property

fittings

Totals

£

£

£

COST

At 1 August 2022

8,805,000

108,066

8,913,066

Additions

-

9,543

9,543

At 31 July 2023

8,805,000

117,609

8,922,609

DEPRECIATION

At 1 August 2022

-

25,942

25,942

Charge for year

-

13,750

13,750

At 31 July 2023

-

39,692

39,692

NET BOOK VALUE

At 31 July 2023

8,805,000

77,917

8,882,917

At 31 July 2022

8,805,000

82,124

8,887,124

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.7.23

31.7.22

£

£

Trade debtors

284,393

143,453

Amounts owed by group undertakings

1,351,606

123,067

Other debtors

8,202

6,279

Prepayments

5,986

8,982

1,650,187

281,781

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.7.23

31.7.22

£

£

Trade creditors

82,729

85,899

Tax

115,414

295,412

Social security and other taxes

38,366

30,059

Other creditors

156,318

103,333

Accruals and deferred income

328,688

271,092

721,515

785,795

The company has provided security in the form of a fixed and floating legal charge over its investment land and property situated at Swn-Y-Mor, Scarlet Avenue, Aberavon, Port Talbot SA12 7PB to the bank in support of a bank loan to H & H Care Homes Limited, a fellow subsidiary company.

12.	PROVISIONS FOR LIABILITIES

31.7.23

31.7.22

£

£

Deferred tax

1,001,234

1,001,234

Deferred

tax

£

Balance at 1 August 2022

1,001,234

Balance at 31 July 2023

1,001,234

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.7.23

31.7.22

value:

£

£

1

Ordinary shares of £1 each

1

1

1

14.

RESERVES

Retained

Revaluation

earnings

reserve

Totals

£

£

£

At 1 August 2022

3,030,401

5,091,082

8,121,483

Profit for the year

845,289

845,289

At 31 July 2023

3,875,690

5,091,082

8,966,772

Where there is a cumulative increase in the fair value of investment property in excess of any previous impairment losses, this is included in the revaluation reserve and is non-distributable.

15.	RELATED PARTY TRANSACTIONS

The company is a wholly owned subsidiary undertaking of Starcare Homes Limited. On 20th December 2018, Starcare Homes Limited became a wholly owned subsidiary undertaking of Handsale Limited following the acquisition of the remaining 50% shareholding from the director, Mr Bhupendra Sodha. Handsale Limited is wholly owned by his brother, Mr Bharat Sodha and his family.

The company has provided security in the form of a first fixed legal charge over its investment property situated at Swn-Y-Mor, Scarlet Avenue, Aberavon, Port Talbot SA12 7PB and by a fixed and floating charge on its other assets and undertakings to the bank in support of a bank loan to H & H Care Homes Limited, a fellow subsidiary company.