Axscend Limited - Limited company accounts 18.2

REGISTERED NUMBER: 04275454 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 1 SEPTEMBER 2017 TO 31 DECEMBER 2018

FOR

AXSCEND LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

A Geis

M Heiden

J Latham

T J Steer

T Piroth

REGISTERED OFFICE:

Unit 4 Covert Road

Aylesham

CANTERBURY

Kent

CT3 3EQ

REGISTERED NUMBER:

04275454 (England and Wales)

SENIOR STATUTORY AUDITOR:

Thomas Shipley BSc FCA

AUDITORS:

McCabe Ford Williams

Chartered Accountants and Statutory Auditors

Charlton House

Dour Street

DOVER

Kent

CT16 1BL

The directors present their strategic report for the period 1 September 2017 to 31 December 2018.

REVIEW OF BUSINESS

The company was founded in 2004 and has established a reputation as a leading supplier of telematic solutions to enable

the efficient management of large trailer fleets.

The company has continued to invest in research and development related to the ongoing development and enhancement

of the TrailerMaster product, designed to secure the company's aim to become the industry standard for trailer

management solutions. The company holds a portfolio of intellectual property rights and patents relating to its

technologies.

The company has made positive progress since the acquisition by SAF-Holland and the directors believe that the

company is well placed to more than double turnover in the year ending 31 December 2019.

In March 2019 Axscend moved offices into a new office and workshop complex at Manor Park near Runcorn in

Cheshire. This new facility will enable the company to expand its workforce and to take in house some of its currently

subcontracted manufacturing processes. With this new facility and its expanded workforce Axscend will be ready to

launch TrailerMaster in Europe in 2020. Beyond this there are plans to launch TrailerMaster in the USA and China

where the company has patent applications pending. SAF-Holland has a strong presence in these markets and is well

placed to help the company achieve its objectives.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company include the general economic environment, market demand,

competition and supply chain costs and lead times. To protect itself the company actively monitors these risks and has

built a strong relationship with key customers and suppliers.

KEY FINANCIAL PERFORMANCE INDICATORS

The key financial performance indicators are:

Period ended 31.12.18

Year ended 31.08.17

£

£

Turnover

1,131,270

599,335

Gross profit

741,045

395,096

Profit/(Loss) before tax

(301,759

)

342,590

Net assets/(liabilities)

(117,825

)

126,214

ON BEHALF OF THE BOARD:

T J Steer - Director

10 October 2019

The directors present their report with the financial statements of the company for the period 1 September 2017 to 31 December 2018.

PRINCIPAL ACTIVITY

The principal activity of the company continued to be that of the provision of solutions to enable the efficient

management of large trailer fleets based on the highly sophisticated telematics technology developed by Axscend.

Holding Company

Axscend Limited is a wholly owned subsidiary of Axscend Group Limited. On 24 July 2018 SAF-HOLLAND SA

acquired seventy percent of the equity of Axscend Group Limited and injected additional funding to enable the company

to roll out its new TrailerMaster product range. SAF-HOLLAND SA is a manufacturer of axles for commercial vehicles

and is quoted on the Luxembourg Stock Exchange.

The accounting reference date has been changed in order to align with that of the ultimate holding company

SAF-HOLLAND SA.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2018.

DIRECTORS

T J Steer has held office during the whole of the period from 1 September 2017 to the date of this report.

Other changes in directors holding office are as follows:

A Geis - appointed 24 July 2018

M Heiden - appointed 24 July 2018

J Latham - appointed 24 July 2018

D Borghardt - appointed 24 July 2018

T Piroth was appointed as a director after 31 December 2018 but prior to the date of this report.

D Borghardt ceased to be a director after 31 December 2018 but prior to the date of this report.

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, McCabe Ford Williams, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T J Steer - Director

10 October 2019

Qualified opinion

We have audited the financial statements of Axscend Limited (the 'company') for the period ended 31 December 2018

which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity,

Cash Flow Statement and Notes to the 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, except for the possible effects of the matters described in the Basis for qualified opinion section of our

report, the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its loss for the period 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 qualified 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. With respect to stock having

a carrying amount of £168,504 the audit evidence available to us was limited because we did not observe the counting of

the physical stock as at 31 December 2018, since that date was prior to our appointment as auditor of the company.

Owing to the nature of the company's records, we were unable to obtain sufficient appropriate audit evidence regarding

the existence of stock by using other audit procedures.

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 company'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 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 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.

The financial statements for the year ended 31 August 2017 were not audited. We have obtained sufficient appropriate

audit evidence that the opening balances do not contain misstatements that materially affect the current period's financial

statements.

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 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 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.

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.

Thomas Shipley BSc FCA (Senior Statutory Auditor)

for and on behalf of McCabe Ford Williams

Chartered Accountants and Statutory Auditors

Charlton House

Dour Street

DOVER

Kent

CT16 1BL

14 October 2019

TURNOVER

1,131,270

599,335

Cost of sales

390,225

204,239

GROSS PROFIT

741,045

395,096

Administrative expenses

1,073,756

454,773

(332,711

)

(59,677

)

Other operating income

31,827

-

OPERATING LOSS

4

(300,884

)

(59,677

)

Inter-company debt write off

5

-

403,000

(300,884

)

343,323

Interest receivable and similar income

54

7

(300,830

)

343,330

Interest payable and similar expenses

6

929

740

(LOSS)/PROFIT BEFORE TAXATION

(301,759

)

342,590

Tax on (loss)/profit

7

(57,720

)

(20,889

)

(LOSS)/PROFIT FOR THE FINANCIAL PERIOD

(244,039

)

363,479

(LOSS)/PROFIT FOR THE PERIOD

(244,039

)

363,479

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(244,039

)

363,479

FIXED ASSETS

Tangible assets

8

62,013

19,289

CURRENT ASSETS

Stocks

9

168,504

77,265

Debtors

10

449,123

147,058

Cash at bank

112,410

57,474

730,037

281,797

CREDITORS

Amounts falling due within one year

11

812,167

98,872

NET CURRENT (LIABILITIES)/ASSETS

(82,130

)

182,925

TOTAL ASSETS LESS CURRENT LIABILITIES

(20,117

)

202,214

CREDITORS

Amounts falling due after more than one year

12

97,708

76,000

NET (LIABILITIES)/ASSETS

(117,825

)

126,214

CAPITAL AND RESERVES

Called up share capital

16

1,000

1,000

Retained earnings

17

(118,825

)

125,214

SHAREHOLDERS' FUNDS

(117,825

)

126,214

The financial statements were approved by the Board of Directors on 5 October 2019 and were signed on its behalf by:

T J Steer - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2016

1,000

(238,265

)

(237,265

)

Changes in equity

Total comprehensive income

-

363,479

363,479

Balance at 31 August 2017

1,000

125,214

126,214

Changes in equity

Total comprehensive income

-

(244,039

)

(244,039

)

Balance at 31 December 2018

1,000

(118,825

)

(117,825

)

Cash flows from operating activities

Cash generated from operations

1

(428,383

)

(70,206

)

Interest element of hire purchase or finance lease rental payments paid

(929

)

(740

)

Tax paid

-

16

Taxation refund

-

20,426

Net cash from operating activities

(429,312

)

(50,504

)

Cash flows from investing activities

Purchase of tangible fixed assets

(60,379

)

(3,983

)

Sale of tangible fixed assets

2,000

250

Interest received

54

7

Net cash from investing activities

(58,325

)

(3,726

)

Cash flows from financing activities

New loans in year

574,773

-

Loan repayments in year

(32,200

)

(18,652

)

Capital repayments in year

-

(2,412

)

Net cash from financing activities

542,573

(21,064

)

Increase/(decrease) in cash and cash equivalents

54,936

(75,294

)

Cash and cash equivalents at beginning of period

2

57,474

132,768

Cash and cash equivalents at end of period

2

112,410

57,474

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.9.17

to

Year Ended

31.12.18

31.8.17

£

£

(Loss)/profit before taxation

(301,759

)

342,590

Depreciation charges

17,655

14,692

Profit on disposal of fixed assets

(2,000

)

(250

)

Finance costs

929

740

Finance income

(54

)

(7

)

(285,229

)

357,765

(Increase)/decrease in stocks

(91,239

)

24,896

Increase in trade and other debtors

(251,897

)

(15,404

)

Increase/(decrease) in trade and other creditors

199,982

(437,463

)

Cash generated from operations

(428,383

)

(70,206

)

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:

Period ended 31 December 2018

31.12.18

1.9.17

£

£

Cash and cash equivalents

112,410

57,474

Year ended 31 August 2017

31.8.17

1.9.16

£

£

Cash and cash equivalents

57,474

132,768

1.	STATUTORY INFORMATION

Axscend 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 company has the full support of its ultimate parent company and accounts are drawn up on the going concern

basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value

added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods

have been transferred to the buyer. Turnover from the rendering of services is recognised by reference to the

stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs

incurred for work performed to date to the total estimated contract costs.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

12.5% on cost

Motor vehicles

-

25% on cost

Equipment made available

to customers - over the contract period

Tooling costs - 33.33% on cost

Other equipment - 20% 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.

Taxation

Taxation for the period 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 period 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to

ownership. All other leases are classified as operating leases. The rights of use and obligations under finance

leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if

lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the

finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance

charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the

remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for

tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease

term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are

recognised as an expense on a straight line basis over the lease term.

Pension costs and other post-retirement benefits

The company operates defined contribution pension schemes. Contributions payable to the company's pension

schemes are charged to profit or loss in the period to which they relate.

Internally developed software

Internally developed software is not capitalised and is written off to profit & loss account as incurred. Any direct

salary costs and other expenses related to the development of company software or IT intellectual property are

written off as incurred.

Patents and licensing

Expenditure on worldwide or european patent applications is not capitalised and is written off to profit & loss

account as incurred.

3.	EMPLOYEES AND DIRECTORS

Period

1.9.17

to

Year Ended

31.12.18

31.8.17

£

£

Wages and salaries

384,954

168,400

Social security costs

39,503

10,973

Other pension costs

248,244

3,744

672,701

183,117

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

Period

1.9.17

to

Year Ended

31.12.18

31.8.17

Directors

2

1

Staff

7

6

9

7

Period

1.9.17

to

Year Ended

31.12.18

31.8.17

£

£

Directors' remuneration

107,972

19,876

Directors' pension contributions to money purchase schemes

248,244

3,744

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

Money purchase schemes

2

1

4.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

Period

1.9.17

to

Year Ended

31.12.18

31.8.17

£

£

Other operating leases

38,000

23,677

Depreciation - owned assets

17,655

14,692

Profit on disposal of fixed assets

(2,000

)

(250

)

Auditors' remuneration

8,500

-

Research and development expenditure

81,176

65,517

5.	EXCEPTIONAL ITEMS

Period

1.9.17

to

Year Ended

31.12.18

31.8.17

£

£

Inter-company debt write off

-

403,000

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.9.17

to

Year Ended

31.12.18

31.8.17

£

£

Hire purchase

929

740

7.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the period was as follows:

Period

1.9.17

to

Year Ended

31.12.18

31.8.17

£

£

Current tax:

UK corporation tax

-

(20,426

)

Deferred tax

(57,720

)

(463

)

Tax on (loss)/profit

(57,720

)

(20,889

)

The deferred tax credit relates to tax losses carried forward.

8.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

fittings

vehicles

Totals

£

£

£

COST

At 1 September 2017

102,295

12,995

115,290

Additions

43,250

17,129

60,379

Disposals

-

(12,995

)

(12,995

)

At 31 December 2018

145,545

17,129

162,674

DEPRECIATION

At 1 September 2017

83,006

12,995

96,001

Charge for period

15,871

1,784

17,655

Eliminated on disposal

-

(12,995

)

(12,995

)

At 31 December 2018

98,877

1,784

100,661

NET BOOK VALUE

At 31 December 2018

46,668

15,345

62,013

At 31 August 2017

19,289

-

19,289

9.

STOCKS

2018

2017

£

£

Stocks

168,504

77,265