Bremsen Technik (UK) Limited - Limited company accounts 16.3

REGISTERED NUMBER: 04340885 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31st January 2017

for

BREMSEN TECHNIK (UK) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Cash Flow Statement

9

Notes to the Cash Flow Statement

10

Notes to the Financial Statements

11

DIRECTORS:

B R Hall

R J Anderson

SECRETARY:

R J Anderson

REGISTERED OFFICE:

Unit 6, Easton Way

Colburn

Catterick Garrison

North Yorkshire

DL9 4GA

REGISTERED NUMBER:

04340885 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Nick Vassilounis FCA

AUDITORS:

Mitchell Gordon LLP

Accountants and Statutory Auditor

43 Coniscliffe Road

Darlington

Co. Durham

DL3 7EH

The directors present their strategic report for the year ended 31st January 2017.

REVIEW OF BUSINESS

Activity throughout 2016 from a headline volume & turnover perspective remained consistent. Turnover dropped

marginally by 3.8%, due in the main to the end of a historical contract, operating margins however remained constant

despite adverse market conditions.

Global activity increased with the creation of a German branch, headquartered in our German facility in North West

Germany. The Increase in European activity replacing the loss in volume from our ceased contracts.

Efforts during the trading period saw the acquisition of a remanufacturing facility in the Midlands, UK, diversifying from

our core business but serving requirements from the company's core business. The company also secured distribution

contracts for other commercial vehicle related products through a newly establish German company. Investment over this

period has been significant to ensure sufficient infrastructure exists to service new contracts. In particular the Group has

made notable investments in people to facilitate our growth. The Group continues to follow acquisition options.

Brexit fallout still remains a concern, we have mitigated this with the creation of domestic presence in mainland Europe,

however we continue to monitor the situation to protect our interests.

ON BEHALF OF THE BOARD:

B R Hall - Director

27th October 2017

The directors present their report with the financial statements of the company for the year ended 31st January 2017.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the sale of motor vehicle parts.

DIVIDENDS

The total distribution of dividends for the year ended 31st January 2017 will be £ 700,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1st February 2016 to the date of this

report.

B R Hall

R J Anderson

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

ON BEHALF OF THE BOARD:

B R Hall - Director

27th October 2017

We have audited the financial statements of Bremsen Technik (UK) Limited for the year ended 31st January 2017 on

pages six to nineteen. The financial reporting framework that has been applied in their preparation is applicable law and

United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial

Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

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.

Respective responsibilities of directors and auditors

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. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give

reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.

This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have

been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the

directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial

information in the Strategic Report and the Report of the Directors to identify material inconsistencies with the audited

financial statements and to identify any information that is apparently materially incorrect based on, or materially

inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any

apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st January 2017 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.

Opinion on other matter 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the

financial statements, and has been prepared in accordance with applicable legal requirements. In the light of the

knowledge and understanding of the company and its environment, we have not identified any material misstatements in

the Strategic Report or the Report of the Directors.

Matters on which we are required to report by exception

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.

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

27th October 2017

TURNOVER

3

11,525,662

11,988,416

Cost of sales

7,862,755

8,241,136

GROSS PROFIT

3,662,907

3,747,280

Distribution costs

57,510

65,013

Administrative expenses

2,531,003

2,102,925

2,588,513

2,167,938

1,074,394

1,579,342

Other operating income

346,664

80,889

OPERATING PROFIT

5

1,421,058

1,660,231

Interest payable and similar expenses

7

262

-

PROFIT BEFORE TAXATION

1,420,796

1,660,231

Tax on profit

8

340,495

388,615

PROFIT FOR THE FINANCIAL YEAR

1,080,301

1,271,616

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,080,301

1,271,616

FIXED ASSETS

Intangible assets

10

-

330,000

Tangible assets

11

78,741

43,067

Investments

12

102

102

78,843

373,169

CURRENT ASSETS

Stocks

13

2,029,467

1,881,688

Debtors

14

4,705,638

3,468,010

Cash at bank and in hand

234,002

566,079

6,969,107

5,915,777

CREDITORS

Amounts falling due within one year

15

3,091,151

2,758,444

NET CURRENT ASSETS

3,877,956

3,157,333

TOTAL ASSETS LESS CURRENT LIABILITIES

3,956,799

3,530,502

CREDITORS

Amounts falling due after more than one year

16

(39,286

)

-

PROVISIONS FOR LIABILITIES

19

(14,495

)

(7,785

)

NET ASSETS

3,903,018

3,522,717

CAPITAL AND RESERVES

Called up share capital

20

102

102

Retained earnings

21

3,902,916

3,522,615

SHAREHOLDERS' FUNDS

3,903,018

3,522,717

The financial statements were approved by the Board of Directors on 27th October 2017 and were signed on its behalf by:

B R Hall - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st February 2015

102

3,500,999

3,501,101

Changes in equity

Dividends

-

(1,250,000

)

(1,250,000

)

Total comprehensive income

-

1,271,616

1,271,616

Balance at 31st January 2016

102

3,522,615

3,522,717

Changes in equity

Dividends

-

(700,000

)

(700,000

)

Total comprehensive income

-

1,080,301

1,080,301

Balance at 31st January 2017

102

3,902,916

3,903,018

Cash flows from operating activities

Cash generated from operations

1

1,626,966

1,863,094

Interest element of hire purchase payments paid

(262

)

-

Tax paid

(360,081

)

(340,357

)

Net cash from operating activities

1,266,623

1,522,737

Cash flows from investing activities

Purchase of tangible fixed assets

(16,029

)

(13,232

)

Net cash from investing activities

(16,029

)

(13,232

)

Cash flows from financing activities

Movement in group balances

(879,985

)

(391,848

)

Capital repayments in year

(2,686

)

-

Non-equity dividends paid

-

(505,000

)

Equity dividends paid

(700,000

)

(745,000

)

Net cash from financing activities

(1,582,671

)

(1,641,848

)

Decrease in cash and cash equivalents

(332,077

)

(132,343

)

Cash and cash equivalents at beginning of year

2

566,079

698,422

Cash and cash equivalents at end of year

2

234,002

566,079

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

31/1/17

31/1/16

£

£

Profit before taxation

1,420,796

1,660,231

Depreciation charges

360,838

354,621

Finance costs

262

-

1,781,896

2,014,852

Increase in stocks

(147,779

)

(248,284

)

Increase in trade and other debtors

(357,643

)

(181,575

)

Increase in trade and other creditors

350,492

278,101

Cash generated from operations

1,626,966

1,863,094

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 2017

31/1/17

1/2/16

£

£

Cash and cash equivalents

234,002

566,079

Year ended 31st January 2016

31/1/16

1/2/15

£

£

Cash and cash equivalents

566,079

698,422

1.	STATUTORY INFORMATION

Bremsen Technik (UK) 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.	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.

The financial statements have been prepared under the going concern basis of accounting.

Preparation of consolidated financial statements

The financial statements contain information about Bremsen Technik (UK) Limited as an individual company and

do not contain consolidated financial information as the parent of the group. The company has taken the option

under Section 402 of the Companies Act 2006 not to prepare consolidated financial statements on the grounds

that the subsidiary undertaking is dormant and is therefore not material for the purpose of giving a true and fair

view.

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 2011, 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.

Plant and machinery

-

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

Motor vehicles

-

40% on reducing balance

Computer and office equipment

-

at varying rates on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

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

moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive

Income, 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance

sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date

of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held

under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases

are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element

of the future payments is treated as a liability.

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.

3.

TURNOVER

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

An analysis of turnover by geographical market is given below:

31/1/17

31/1/16

£

£

UK sales

4,056,529

3,836,293

EC sales

6,750,064

7,672,586

Rest of world sales

719,069

479,537

11,525,662

11,988,416

4.	EMPLOYEES AND DIRECTORS

31/1/17

31/1/16

£

£

Wages and salaries

920,167

746,737

Social security costs

86,241

77,177

Other pension costs

11,763

10,078

1,018,171

833,992

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

31/1/17

31/1/16

Directors

2

2

Sales

4

4

Distribution

4

4

Administration

15

12

25

22

31/1/17

31/1/16

£

£

Directors' remuneration

111,064

102,171

Directors' pension contributions to money purchase schemes

4,000

1,867

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

5.	OPERATING PROFIT

The operating profit is stated after charging:

31/1/17

31/1/16

£

£

Depreciation - owned assets

23,953

24,621

Depreciation - assets on hire purchase contracts

6,885

-

Goodwill amortisation

330,000

330,000

Rentals under operating leases

74,885

58,671

6.	AUDITORS' REMUNERATION

31/1/17

31/1/16

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

6,200

2,527

In accordance with s494 of the Companies Act 2006, total remuneration received by the auditor is analysed as

follows:

31/1/17

31/1/16

£

£

Auditing of the company's accounts

6,200

2,527

Assurance services other than auditing of the company's accounts

8,005

1,334

Tax advisory services

235

235

Other services

445

443

14,885

4,539

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31/1/17

31/1/16

£

£

Hire purchase interest

262

-

8.

TAXATION

Analysis of the tax charge

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

31/1/17

31/1/16

£

£

Current tax:

UK corporation tax

333,785

390,710

Deferred tax

6,710

(2,095

)

Tax on profit

340,495

388,615

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is

explained below:

31/1/17

31/1/16

£

£

Profit before tax

1,420,796

1,660,231

Profit multiplied by the standard rate of corporation tax in the UK of 20% (2016 - 20%)

284,159

332,046

Effects of:

Expenses not deductible for tax purposes

1,330

617

Depreciation in excess of capital allowances

58,716

68,640

Amounts arising from changing tax rates during the year

-

2,690

Group loss relief

(10,420

)

(13,283

)

Deferred tax movement

6,710

(2,095

)

Total tax charge

340,495

388,615

9.

DIVIDENDS

31/1/17

31/1/16

£

£

Ordinary shares of £1 each

Paid during the year

700,000

505,000

Ordinary A share of £1

Paid during the year

-

745,000

700,000

1,250,000