ACCOUNTS - Final Accounts preparation


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Registered number:  12407673














TRINITY TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020


 
TRINITY TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
N. D. Morrill 
A. J. Powell 
F. G. Barrett 
B. J. Davidson 
J. M. Randerson 
J. S. Sharrock 




Registered number
12407673



Registered office
Colmil Works
Hart Common, Wigan Road

Westhoughton

Lancashire

BL5 2 EE




Independent auditor
Langtons Professional Services Limited
Chartered Accountants & Statutory Auditor

11th Floor, The Plaza

100 Old Hall Street

Liverpool

L3 9QJ





 
TRINITY TOPCO LIMITED
 

CONTENTS



Page
Group strategic report
1 - 5
Directors' report
6 - 8
Independent auditor's report
9 - 12
Consolidated statement of comprehensive income
13
Consolidated statement of financial position
14 - 15
Company statement of financial position
16
Consolidated statement of changes in equity
17
Company statement of changes in equity
18
Consolidated Statement of cash flows
19 - 20
Analysis of net debt
21
Notes to the financial statements
22 - 47


 
TRINITY TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2020

Introduction
 
The Directors present their strategic report and financial statements for the period ended 31 December 2020.

Business review
 
During the period the Group’s turnover was £64.9 million and Operating profits was £15k with the reduction attributable to disruption due to Covid19 with all UK sites partially closed, for safety reasons and exceptional levels of workforce absence due to prudent isolation, during the first half of the period. 
At the year end the Group had a shareholder’s deficit of £6.99m though the Group’s  current  assets  exceed  its current liabilities by £5.3m. 
The Directors are extremely pleased with how well the business has performed through this difficult period with a successful integration of the acquisitions made and an acceleration of product development that will form a basis for strong growth over the coming years.  The Directors  consider  the  Company’s  financial  position  to  be  strong.       

Principal risks and uncertainties
 
COVID19
As noted above during 2020 the Company was affected by the global pandemic arising from COVID19.
The Company has now taken measures to protect the welfare of its employees through flexible working and stricter hygiene internal controls and remains focused upon managing the risk associated with COVID-19 extremely diligently. This includes but is not limited to:
• Improved provisions for employee safety to reduce staff absenteeism due to COVID-19.
• Greater diligence around credit risk with customers, setting credit limits and terms and evaluation of customers and sales.
• Increased analysis of the supply base, ensuring any risk of impact to operations that could affect the Company is understood and foreseen.
Other Risks
The Directors believe that apart from risks associated with Covid-19 issues the main risks of the business are 
• Lack of demand in key markets
• Loss of key customers
• Failures in the supply chain
• Fluctuations in the Groups working capital requirements and funding requirements
Lack of demand in key markets is managed by having a diversified portfolio of products.
Loss of key customers is managed by developing and continuing good working relationships and providing excellent service and quality at competitive costs.
The risk of failure in key suppliers is managed by developing long term relationships with our key suppliers, that are predominantly UK based.
Risks identified resulting from the Group’s working capital requirements are mitigated by entering into a range of banking facilities where required and operating a diversified portfolio of businesses with different working capital cycles.  

Page 1

 
TRINITY TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2020

Financial key performance indicators

The Directors monitor performance through the production of detailed annual budgets and forecasts that cover
all trading divisions in the Group and comparison of actual performances against these budgets.

2020
        £
Turnover (£'000)

64,937

Operating profit (£'000)

15

Net current assets for Group (£'000)

5,306

Operating return on net assets (%)

-

Reportable accidents

6


The Directors are satisfied with the performance of the business during the period especially accounting for the
disruption due to COVID 19.

Directors' statement of compliance with duty to promote the success of the Group
 
This section aims to address the responsibility of the Directors of the Company acting in good faith, to be promoting the success for the benefit of its members as its whole. The Directors and Senior management of Trinity Topco Holdings Limited give careful consideration to the factors set out below in discharging their duties.

Page 2

 
TRINITY TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2020

Matter & How the Directors and Senior Management have discharged their duties

Decision making:
Decision making within the business is always taken with promoting the success of the business in mind from a Director and Senior Management level to all employees in the Company. 
Performance of the Company is reviewed internally by Directors, frequently through financial reporting and non financial metrics as well as corporate reviews taking place multiple times throughout the fiscal year. Budgeting from a 5 year level takes place to ensure the long term planning of the company is set and strategic direction taken, as well as short term quarterly forecasting in order to ensure targets are met. All of this is done in line with corporate management to ensure accordance with the firms strategy and delivery of plans agreed by the Company Board and Senior Management.
Employees:
Employees are central to the long term success of any company and the same is true of Woodall Nicholson Holdings Limited. We have a diverse skill base and range of experience across our UK and International sites and recognise that maintaining and growing this is key to the business’ future.
The business has apprentice programs to ensure that a pipeline of development is always in existence, and also offers a variety of programs of training across all areas.
Employee welfare is a critical component of our relationship with our employees, and this has been illustrated by the reaction to the COVID 19 pandemic, where the business promoted isolation if required, working from home for relevant staff, and stricter internal hygiene measures throughout. 
Suppliers and Customers:
Creating and maintaining relationships with our supplier and customer base is key to the nature of our industry. The majority of our commercial arrangements with customers cover repeat long term business and this is reflected in how we manage our supply base – through long term relationships with experienced and skilled Sales and Procurement teams that foster and develop close relationships with our key businesses to ensure that we grow successfully together.
Impact on community and environment:
Impact on the environment is an important factor in all business decision making, especially in the automotive industry. 
Woodall Nicholson businesses hold ISO 14001 2015 environmental management system accreditation, all aspects of environmental controls are managed through the EMS, including compliance obligations, legal requirements, objectives, operational planning and control.  This is used in conjunction with internal, corporate and external BSI audits to ensure we adhere to environmental regulations.

Energy and Carbon Reporting

In line with the Streamlined Energy and Carbon Reporting (SECR) requirements we have reported on the underlying energy use.
In the period covered by the report the Company has undertaken preliminary audits to identify opportunities to improve energy efficiency and reduce energy consumption.  The business has already followed some of the recommendations with an estimated saving of 270,818 kWh per year from switching the Westhoughton site from Oil to Natural gas.  The Company is intending to implement the other recommendations with estimated saving of 354,379 kWh per year. The estimated total cost of the recommendations is £105,140, with an expected payback period of less than two years. Recommendations include replacing lighting with LED equivalents and fitting sensors to automate operation.

Page 3

 
TRINITY TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2020

Energy Consumption and Greenhouse Gas Emissions

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Methodology

Conversion factors
All conversion factors that have been used are taken from the 2019 “UK Government GHG” Conversion Factors for Company Reporting” document.
Utilities
Invoices from electricity and natural gas suppliers were provided, with energy consumption expressed in kilowatt hours.  Emissions were calculated using the average UK mix.
Fuel consumption is recorded by fuel cards, expressed in litres. Energy consumption and emissions were calculated using the average forecourt mineral blend of fuels.   

Page 4

 
TRINITY TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2020


This report was approved by the board on 19 May 2021 and signed on its behalf.



J. S. Sharrock
Director

Page 5

 
TRINITY TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2020

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

Results and dividends

The loss for the period, after taxation, amounted to £7,402,166.

The directors do not recommend a dividend.

Principal activity

The principal activity of the Company during the year was that of an investment company, providing management and advisory services. The principal activities of the Group during the year were the design and manufacture of specialist vehicles and the related aftermarket across a range of sectors.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the period were:

N. D. Morrill (appointed 16 January 2020)
A. J. Powell (appointed 16 January 2020)
F. G. Barrett (appointed 31 March 2020)
B. J. Davidson (appointed 31 March 2020)
J. M. Randerson (appointed 31 March 2020)
J. S. Sharrock (appointed 31 March 2020)

Page 6

 
TRINITY TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2020

Future developments

The Directors are satisfied with the results for the period and are positive for the future, based on ongoing improvement and product development initiatives within the business.

Research and development activities

The Group has expended approximately £765k on development and improvement to the Group's range of products during the year.

Engagement with employees

The  Group  supports  the  employment  of  disabled  people  wherever  possible,  both  in  recruitment  and  by retention of those who become disabled during their employment.
Appropriate  steps  are  taken  to  inform  and  consult  employees  regarding  matters  affecting  them  and  the Group.
The Group's policy regarding health and safety is to ensure that, as far as is reasonably practicable, there is a working environment which will minimise the risk to health and safety of employees and those persons who are authorised to be on its premises.

Engagement with suppliers, customers and others

Creating and maintaining relationships with our supplier and customer base is key to the nature of our industry. The majority of our commercial arrangements with customers cover repeat long term business and this is reflected in how we manage our supply base – through long term relationships with an experienced and skilled Sales and Procurement teams that foster and develop close relationships with our key businesses to ensure that we grow successfully together.

Matters covered in the strategic report

A business review, principal risks and uncertainties, financial key performance indicators, statement of compliance with S172 of the Companies Act and Streamlined Energy and Carbon Reporting are disclosed in the Strategic Report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

Under section 487(2) of the Companies Act 2006Langtons Professional Services Limited will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Page 7

 
TRINITY TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2020

This report was approved by the board on 19 May 2021 and signed on its behalf.
 





J. S. Sharrock
Director

Page 8

 
TRINITY TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRINITY TOPCO LIMITED
 

Opinion

We have audited the financial statements of Trinity Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2020, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2020 and of the Group's 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 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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 included in the Annual Report, other than the financial statements and our Auditor's report 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 statementsour 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.

Page 9

 
TRINITY TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRINITY TOPCO LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006

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

the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the 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 the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 6, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 10

 
TRINITY TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRINITY TOPCO LIMITED (CONTINUED)


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 Group 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are: 
• to identify and assess the risks of material misstatement of the financial statements due to fraud; 
• to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and 
• to respond appropriately to fraud or suspected fraud identified during the audit.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows: 
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006), the relevant tax compliance regulations in the UK and the EU General Data Protection Regulation (GDPR).
We understood how the Company is complying with those frameworks by making enquiries of management. Through consideration of the results of our audit procedures we were able to either corroborate or provide contrary evidence which was then followed up.
Based on our understanding we designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved: 
enquiries of management; and 
journal entry testing, with a focus on manual consolidation journals and journals indicating large or unusual transactions based on our understanding of the business.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by meeting with management to understand where it considered there was susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage revenue and earnings. Where the risk was considered to be higher, including areas impacting key performance indicators or management remuneration, we performed audit procedures to address each identified fraud risk or other risk of material misstatement. These procedures included those on revenue recognition detailed above, the assessment of items identified by management as non-recurring and testing manual journals and were designed to provide reasonable assurance that the financial statements were free from material fraud or error.

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 Auditor's report.

Page 11

 
TRINITY TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRINITY TOPCO LIMITED (CONTINUED)


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 2006Our 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.




Andrew McCall (Senior statutory auditor)
  
for and on behalf of
Langtons Professional Services Limited
 
Chartered Accountants
Statutory Auditor
  
11th Floor, The Plaza
100 Old Hall Street
Liverpool
L3 9QJ

19 May 2021
Page 12

 
TRINITY TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2020

2020
Note
£

  

Turnover
 4 
64,937,418

Cost of sales
  
(54,809,723)

Gross profit
  
10,127,695

Distribution costs
  
(1,048,852)

Administrative expenses
  
(9,826,688)

Other operating income
 6 
763,153

Operating profit
 7 
15,308

Interest receivable and similar income
 11 
1,928,007

Interest payable and expenses
 12 
(8,660,509)

(Loss)/profit before taxation
  
(6,717,194)

Tax on (loss)/profit
 13 
(684,972)

(Loss)/profit for the financial period
  
(7,402,166)

  

Currency translation differences
  
(511)

Other comprehensive income for the period
  
(511)

  

Total comprehensive income for the period
  
(7,402,677)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(7,402,166)

  
(7,402,166)

The notes on pages 22 to 47 form part of these financial statements.

Page 13

 
TRINITY TOPCO LIMITED
REGISTERED NUMBER: 12407673

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020

2020
Note
£

Fixed assets
  

Intangible assets
 14 
67,655,871

Tangible assets
 15 
8,064,279

  
75,720,150

Current assets
  

Stocks
 17 
15,035,484

Debtors: amounts falling due after more than one year
 18 
1,360,023

Debtors: amounts falling due within one year
 18 
8,607,116

Cash at bank and in hand
 19 
12,562,792

  
37,565,415

Creditors: amounts falling due within one year
 20 
(32,259,481)

Net current assets
  
 
 
5,305,934

Total assets less current liabilities
  
81,026,084

Creditors: amounts falling due after more than one year
 21 
(87,165,372)

Provisions for liabilities
  

Deferred taxation
 24 
(439,467)

Other provisions
 25 
(301,065)

  
 
 
(740,532)

Net (liabilities)/assets
  
(6,879,820)

Page 14

 
TRINITY TOPCO LIMITED
REGISTERED NUMBER: 12407673
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2020

2020
Note
£

Capital and reserves
  

Called up share capital 
 26 
522,857

Profit and loss account
 27 
(7,402,677)

Equity attributable to owners of the parent Company
  
(6,879,820)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 May 2021.




F. G. Barrett
J. S. Sharrock
Director
Director

The notes on pages 22 to 47 form part of these financial statements.

Page 15

 
TRINITY TOPCO LIMITED
REGISTERED NUMBER: 12407673

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020

2020
Note
£

Fixed assets
  

Investments
 16 
1

  
1

Current assets
  

Debtors: amounts falling due after more than one year
 18 
546,714

Debtors: amounts falling due within one year
 18 
24,459

Cash at bank and in hand
 19 
1

  
571,174

Creditors: amounts falling due within one year
 20 
(152,589)

Net current assets
  
 
 
418,585

Total assets less current liabilities
  
418,586

  

  

Net assets
  
418,586


Capital and reserves
  

Called up share capital 
 26 
522,857

Loss/(profit) for the period
  
(104,271)

Profit and loss account carried forward
  
(104,271)

  
418,586


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 May 2021.


F. G. Barrett
J. S. Sharrock
Director
Director

The notes on pages 22 to 47 form part of these financial statements.

Page 16

 
TRINITY TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2020


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period

-
(7,402,166)
(7,402,166)
(7,402,166)

Currency translation differences
-
(511)
(511)
(511)
Total comprehensive income for the period
-
(7,402,677)
(7,402,677)
(7,402,677)

Shares issued during the period
522,857
-
522,857
522,857


At 31 December 2020
522,857
(7,402,677)
(6,879,820)
(6,879,820)

The notes on pages 22 to 47 form part of these financial statements.

Page 17

 
TRINITY TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2020


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period

-
(104,271)
(104,271)


Contributions by and distributions to owners

Shares issued during the period
522,857
-
522,857


At 31 December 2020
522,857
(104,271)
418,586

The notes on pages 22 to 47 form part of these financial statements.

Page 18

 
TRINITY TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2020

2020
£

Cash flows from operating activities

(Loss)/profit for the financial period
(7,402,166)

Adjustments for:

Amortisation of intangible assets
5,519,070

Depreciation of tangible assets
757,194

Government grants
(1,792,475)

Interest paid
8,661,285

Interest received
(1,928,006)

Taxation charge
684,972

Decrease in stocks
1,471,731

(Increase)/decrease in debtors
(3,753,641)

Increase in creditors
6,905,556

Increase in provisions
425,591

Corporation tax (paid)/received
(709,273)

Foreign exchange
(511)

Net cash generated from operating activities

8,839,327


Cash flows from investing activities

Purchase of intangible fixed assets
(21,247)

Purchase of tangible fixed assets
(842,962)

Government grants received
1,792,475

Purchase of fixed asset investments
(81,007,039)

Interest received
1,928,006

HP interest paid
(388)

Net cash from investing activities

(78,151,155)
Page 19

 
TRINITY TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2020


2020

£



Cash flows from financing activities

Issue of ordinary shares
522,857

New secured loans
36,750,000

Repayment of loans
(7,177,313)

Purchase of debenture loans
52,879,261

Repayment of other loans
(2,730,791)

Repayment of/new finance leases
12,948

Interest paid
(8,660,897)

Net cash used in financing activities
71,596,065

Net increase in cash and cash equivalents
2,284,237

Cash acquired on acquisition of subsidiaries
6,932,044

Cash and cash equivalents at the end of period
9,216,281


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
12,562,792

Bank overdrafts
(3,346,511)

9,216,281


The notes on pages 22 to 47 form part of these financial statements.

Page 20

 
TRINITY TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2020




Cash flows
Acquisition and disposal of subsidiaries
At 31 December 2020
£

£

£

Cash at bank and in hand

5,630,748

6,932,044

12,562,792

Bank overdrafts

(3,346,511)

-

(3,346,511)

Debt due after 1 year

(86,841,742)

-

(86,841,742)

Debt due within 1 year

(1,983,269)

-

(1,983,269)

Finance leases

(5,778)

-

(5,778)


(86,546,552)
6,932,044
(79,614,508)

The notes on pages 22 to 47 form part of these financial statements.

Page 21

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

1.


General information

The entity is a private limited liability company, limited by shares registered in England and Wales within the United Kingdom. The registered office and company number can be found on the Company Information page.
These consolidated financial statements include both group and company results.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 16 January 2020.

 
2.3

Going concern

The Directors have concluded that it is appropriate to prepare the accounts on a going concern basis as the Group had adequate cash resources and financial projections indicate that the Group will continue to trade within its existing bank facilities.

Page 22

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 23

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 24

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.12

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 25

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 26

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the straight-line and reducing balance method.

Depreciation is provided on the following basis:

Freehold property
-
2% straight line
Long-term leasehold property
-
over period of lease
Short-term leasehold property
-
33% straight line
Plant and machinery
-
10% - 50% straight line
Motor vehicles
-
25% or 33% reducing balance
Office equipment
-
33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted averagebasis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.18

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 27

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.20

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.21

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Statement of financial position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the Statement of financial position date.

 
2.22

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

 
2.23

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Page 28

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

2.Accounting policies (continued)


2.23
Financial instruments (continued)


Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

  
2.24

Product warranties

A provision is made for the three year warranty claims that are anticipated to be made over the life of
the Group's products. This provision is based on historic sales of vehicles and the provision is
included within accruals.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The directors have made judgements regarding the depreciation of fixed assets, the carrying value of vehicles in work in progress and the provision for warranty claims.

Page 29

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

4.


Turnover

The whole of the turnover is attributable to the principal activity of the business.

Analysis of turnover by country of destination:

2020
£

United Kingdom
63,888,112

Rest of Europe
879,986

Rest of the world
169,320

64,937,418



5.


Cost of Sales

Included in cost of sales is the following:


2020
£



Paint booth insurance settlement
778,115

The paint booth fire insurance settlment relates to an insurance claim made after the destruction of a paint booth due to fire.


6.


Other operating income

2020
£

Government grants receivable
13,153

Insurance claims receivable
750,000

763,153


The insurance claims receivable relate to a business interruption claim made by the Company during 2020 to cover for the loss due to COVID 19.  The claim has been agreed in principle with the Companies Insurer and a quantified claim for 2020 has been validated by the Company’s loss adjusters and submitted to the Insurer, but a final settlement figure has yet to be agreed.   The receivable amount reflects the Companies view of a worst case scenario settlement of the claim for the 2020 period.   

Page 30

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

7.


Operating profit

The operating profit is stated after charging:

2020
£

Exchange differences
(1,180)

Other operating lease rentals
242,012


8.


Auditor's remuneration

2020
£


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
35,600


Fees payable to the Group's auditor and its associates in respect of:


All other services
28,961

28,961

Page 31

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

9.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2020
2020
2020
2020
£
£
£
£


Wages and salaries
11,953,820
-
45,750
-

Social security costs
1,010,698
-
5,089
-

Cost of defined contribution scheme
305,940
-
-
-

13,270,458
-
50,839
-


The average monthly number of employees, including the directors, during the period was as follows:



Group
Company
        2020
        2020
            No.
            No.







Directors
5
2



Administration
54
-



Manufacturing
328
-



Sales
29
-

416
2


10.


Directors' remuneration

2020
£

Directors' emoluments
389,560

Company contributions to defined contribution pension schemes
12,970

402,530


During the period retirement benefits were accruing to 3 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £147,807.

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £5,604.

Page 32

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

11.


Interest receivable

2020
£


Interest receivable from group companies
1,924,222

Other interest receivable
3,785

1,928,007


12.


Interest payable and similar expenses

2020
£


Bank interest payable
1,493,456

Other loan interest payable
5,241,946

Loans from group undertakings
1,924,222

Finance leases and hire purchase contracts
388

Other interest payable
497

8,660,509


13.


Taxation


2020
£

Corporation tax


Current tax on profits for the year
613,863

Adjustments in respect of previous periods
(994)


612,869


Total current tax
612,869

Deferred tax


Origination and reversal of timing differences
46,857

Changes to tax rates
25,246

Total deferred tax
72,103


Taxation on profit on ordinary activities
684,972
Page 33

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020
 
13.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

2020
£


(Loss)/profit on ordinary activities before tax
(6,717,195)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
(1,276,267)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
1,041,939

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
20,586

Capital allowances for period in excess of depreciation
(3,102)

Subsidiary preacquisition trading
(303,345)

Overseas trading
139,078

Adjustments to tax charge in respect of prior periods
(994)

Deferred tax not provided
1,092,664

Deferred tax differences
(25,587)

Total tax charge for the period
684,972


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 34

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

14.


Intangible assets

Group




Patents
Develop- ment expenditure
Intellectual property rights
Goodwill
Negative goodwill
Total

£
£
£
£
£
£



Cost


Additions
19,124
180,788
1,409
73,118,512
-
73,319,833


On acquisition of subsidiaries
-
806,801
255,605
-
(1,342,285)
(279,879)



At 31 December 2020

19,124
987,589
257,014
73,118,512
(1,342,285)
73,039,954



Amortisation


Charge for the period on owned assets
-
26,252
24,511
5,483,888
(15,581)
5,519,070


On acquisition of subsidiaries
-
508,303
10,499
-
(653,789)
(134,987)



At 31 December 2020

-
534,555
35,010
5,483,888
(669,370)
5,384,083



Net book value



At 31 December 2020
19,124
453,034
222,004
67,634,624
(672,915)
67,655,871

The company has no intangible fixed assets.



Page 35

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

15.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Short-term leasehold property
Plant and machinery
Motor vehicles

£
£
£
£
£



Cost or valuation


Additions
93,869
14,156
23,166
1,300,439
-


Acquisition of subsidiary
3,223,153
1,425,635
228,052
7,601,724
183,699


Disposals
-
-
-
(42,303)
-



At 31 December 2020

3,317,022
1,439,791
251,218
8,859,860
183,699



Depreciation


Charge for the period on owned assets
51,544
26,372
19,729
640,662
4,662


Charge for the period on financed assets
-
-
-
-
3,150


Acquisition of subsidiary
728,245
200,511
90,597
4,246,801
130,115


Disposals
-
-
-
(42,303)
-



At 31 December 2020

779,789
226,883
110,326
4,845,160
137,927



Net book value



At 31 December 2020
2,537,233
1,212,908
140,892
4,014,700
45,772
Page 36

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

           15.Tangible fixed assets (continued)


Office equipment
Total

£
£



Cost or valuation


Additions
10,743
1,442,373


Acquisition of subsidiary
398,849
13,061,112


Disposals
-
(42,303)



At 31 December 2020

409,592
14,461,182



Depreciation


Charge for the period on owned assets
11,075
754,044


Charge for the period on financed assets
-
3,150


Acquisition of subsidiary
285,743
5,682,012


Disposals
-
(42,303)



At 31 December 2020

296,818
6,396,903



Net book value



At 31 December 2020
112,774
8,064,279

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2020
£



Motor vehicles
13,050

13,050

Page 37

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
1



At 31 December 2020

1






Net book value



At 31 December 2020
1


17.


Stocks

Group
2020
£

Raw materials and consumables
5,717,746

Work in progress
7,549,343

Finished goods and goods for resale
1,768,395

15,035,484


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 38

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

18.


Debtors

Group
Company
2020
2020
£
£

Due after more than one year

Amounts owed by group undertakings
-
546,714

Prepayments and accrued income
1,360,023
-

1,360,023
546,714


Group
Company
2020
2020
£
£

Due within one year

Trade debtors
6,167,365
-

Amounts owed by group undertakings
-
24,459

Other debtors
978,571
-

Prepayments and accrued income
1,461,180
-

8,607,116
24,459



19.


Cash and cash equivalents

Group
Company
2020
2020
£
£

Cash at bank and in hand
12,562,792
1

Less: bank overdrafts
(3,346,511)
-

9,216,281
1


Page 39

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

20.


Creditors: Amounts falling due within one year

Group
Company
2020
2020
£
£

Bank overdrafts
3,346,511
-

Bank loans
1,898,745
-

Payments received on account
784,887
-

Trade creditors
20,043,396
-

Amounts owed to group undertakings
-
80,839

Corporation tax
575,504
-

Other taxation and social security
3,557,503
-

Obligations under finance lease and hire purchase contracts
5,778
-

Other creditors
1,177,507
-

Accruals and deferred income
869,650
71,750

32,259,481
152,589


Bank loans are secured by a fixed and floating charge over the assets of the group and an unlimited guarantee accross given by all subsidiary companies.
Net obligations under finance leases and hire purchase contracts are secured on the assets concerned.

Page 40

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

21.


Creditors: Amounts falling due after more than one year

Group
2020
£

Loan notes
52,879,261

Bank loans
33,962,481

Accruals and deferred income
323,630

87,165,372


Bank loans are secured by a fixed and floating charge over the assets of the group and an unlimited guarantee accross given by all subsidiary companies.
Loan notes are secured by a composite guarantee and debenture.


The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
Group
2020
£


Repayable other than by instalments
78,363,763

78,363,763

£25,000,000 bank loan is repayable on 25 February 2027. Interest is charged at Libor plus 4.5% per annum and is payable every quarter.
Loan notes include accrued interest, calculated at a rate of 12% per annum, which on the 31 December
each year are added to and form part of the principal amount of the loan notes outstanding with interest
calculated thereafter on the increased principial amount. The loan notes, including interest, are repayable
on 31 March 2028.
Amounts owed to group companies include the following two balances:-
(1) - Unsecured loan notes including accrued interest, calculated at a rate of 12% per annum, which on
the 31 December each year are added to and form part of the principal amount of the loan notes
outstanding with interest calculated thereafter on the increased principial amount. The loan notes,
including interest, are repayable on 31 March 2028.
(2) - Intra group loan and accrued interest which cannot be repaid until the loan notes have been repaid.
Interest is charged at LIBOR plus 4% per annum.

Page 41

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

22.


Loans




Group
2020
£

Amounts falling due within one year

Bank loans
1,898,745

Amounts falling due 1-2 years

Bank loans
2,196,687

Amounts falling due 2-5 years

Bank loans
6,765,794

Amounts falling due after more than 5 years

Bank loans
25,000,000

Loan notes
52,879,261

88,740,487



23.


Financial instruments

Group
Company
2020
2020
£
£

Financial assets

Financial assets measured at fair value through profit or loss
12,562,792
1

Financial assets that are debt instruments measured at amortised cost
7,139,628
571,173

19,702,420
571,174


Financial liabilities

Financial liabilities measured at amortised cost
(114,084,113)
-


Financial assets measured at fair value through profit or loss comprise cash at bank.


Financial assets that are debt instruments measured at amortised cost comprise trade, group and other debtors.


Financial liabilities measured at amortised cost comprise trade, group and other creditors and accruas.

Page 42

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

24.


Deferred taxation


Group



2020


£






Charged to profit or loss
(72,103)


Arising on business combinations
(367,364)



At end of year
(439,467)

Group
2020
£

Accelerated capital allowances
(447,404)

Short term timing differences
7,937

(439,467)


25.


Provisions


Group



Government grants

£





Charged to profit or loss
(5,400)


Arising on business combinations
306,465



At 31 December 2020
301,065

The grants are beng released to the profit and loss account at the same as the rate of depreciation being applied to the assets which the grant was used to purchase.

Page 43

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

26.


Share capital

2020
£
Allotted, called up and fully paid


267,773 A Ordinary shares of £1.00 each
267,773
107,227 B Ordinary shares of £1.00 each
107,227
147,857 C1 Ordinary shares of £1.00 each
147,857

522,857

During the period the following shares were issued:-
267,773 A Ordinary shares of £1 each for consideration of £267,773.
103,291 B Ordinary shares of £1 each for consideration of £103,291
48,215 C1 Ordinary shares of £1 each for consideration of £48,215
3,936 A Ordinary shares of £1 each and 99,462 C1 Ordinary shares of £1 each in exchange for £103,578
12% Unsecured Exchange Loan Notes in Trinity Midco Limited


27.


Reserves

Profit and loss account

The profit and loss account represents the total of all profits and losses made to date, less dividends paid.


28.


Pension commitments

The Group  operates  a  defined  contributions  pension  scheme.  The  assets  of  the  scheme  are  held
separately  from  those  of  the  Group  in  an  independently  administered  fund.  The  pension  cost  charge represents contributions payable by the Group to the fund.
Contributions totalling £84,524 were payable to the fund at the reporting date and are included in creditors.


29.


Contingent assets

The group has made a business interruption insurance claim as a result of the Covid-19 pandemic. The claim has been agreed in principle by the group’s insurer and a claim has been submitted by the group’s loss  adjuster  but  no  settlement  has  been  agreed.  As  per  note  6,  a  prudent  provision  of £750,000 has    been    included    within    other    debtors    to    reflect    that    a    claim    has    been    made,    the    final settlement is expected to be in excess of this provision but it is not yet practicable to quantify the final settlement.

Page 44

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

30.


Commitments under operating leases

At 31 December 2020 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2020
£

Not later than 1 year
232,069

Later than 1 year and not later than 5 years
185,351

417,420

31.Other financial commitments

The Group has provided a bond of £54,000 to HM Revenue & Customs.


32.


Related party transactions

The company has taken advantage of the exemption under paragraph 33.1A of FRS 102 and has not
disclosed transactions with other wholly owned group companies.


2020
£

Consultancy and advisory services provided during the period by the controlling party of the company
112,500
Consultancy and advisory services due to the controlling party of the company as at 31 December 2020
112,500
Consultancy and advisory services provided during the period by a company owned by a director of the company
33,750
Consultancy and advisory services due to a company owned by a director of the company as at 31 December 2020
3,750
262,500


33.


Controlling party

The controlling party of the company is Rutland Partners LLP.

Page 45

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

34.


Subsidiary exemption from audit

The directors consider that the group is entitled to exemption from the requirement to have an audit of its
subsidiary undertakings under the provisions of section 479A of the Companies Act 2006 ("the Act") and
members  have  not  required  any  of  the  subsidiaries  to  obtain  an  audit  for  the  year  in  question  in
accordance with section 476 of the Act.
Villmount Limited (NI604140), Treka Bus Limited (04063157), Promech Solutions Limited (09691800),
JM Engineering (Scarborough) Limited (06429273) and Vehicle Conversion Specialists Limited
(07214183) have taken advantage of this exemption.

Page 46

 
TRINITY TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2020

35.



Subsidiary undertaking



Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Trinity Midco Limited
England and Wales
Intermediate holding company
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Trinity Bidco Limited
England and Wales
Intermediate holding company
Ordinary
100%
Woodall Nicholson Holdings Limited
England and Wales
Intermediate holding company
Ordinary
100%
Woodall Nicholson Limited
England and Wales
Manufacturer and converter of vehicles
Ordinary
100%
Coleman Milne Limited
England and Wales
Dormant
Ordinary
100%
Mellor Coachcraft Limited
England and Wales
Dormant
Ordinary
100%
Villmount Limited
England and Wales
Intermediate holding company
Ordinary
100%
Treka Bus Limited
England and Wales
Manufacture of both coach built and van conversion accessible minibuses
Ordinary
100%
Woodall Nicholson Trustee Limited
England and Wales
Dormant
Ordinary
100%
Woodall Nicholson Binz International GmBH
Germany
Manufacturer and converter of vehicles
Ordinary
100%
Promech Solutions Limited
England and Wales
Engineering fabrication
Ordinary
100%
JM Engineering (Scaraborough) Limited
England and Wales
Engineering, specialisingin stainless steel and sheet metal work
Ordinary
100%
Vehicle Conversion Specialists Limited
England and Wales
Bespoke  specialist coach built vehicles primarily  for  the emergency service market
Ordinary
100%

 
Page 47