LOGISNEXT_LEASING_UK_LIMI - Accounts

The directors present the strategic report for the year ended 31 March 2021.

The financial statements for the year show a profit before taxation of £1,624,965 (2020: £898,168). The primary reason for the increase at profit before taxation was that no group management charge was implemented in 2021 by Mitsubishi Logisnext Europe BV.

During the year the company entered rental contracts for assets having a total acquisition cost of £14,486,802 (2020: £14,990,400), resulting in the total gross cost of assets under management of £66.1 million (2020: £62.5 million).

Despite the uncertain economic climate, the company has performed well in a market that continues to become more competitive, both in terms of interest rates and contract flexibility, which are also compounded by the market hesitancy to commit to new long-term rental equipment deals during the Covid-19 pandemic. The main threat to the company’s result remains customers becoming insolvent and therefore related provisions have been considered accordingly.

We anticipate that the company’s operations shall continue into the future with minimal changes.

The main financial risks faced by the company through its normal business activities are credit risk and interest risk. These risks and the company’s approach to dealing with them are discussed below:

Credit risk – with the continued difficult economic climate we anticipate that the likelihood of bad debts will remain, however due to careful credit control we feel that the risk is minimised.

Interest rate – with the interest rate remaining low this is having a positive impact on the margins of all current finance leases, which are on fixed interest rates with our customers. We are however endeavouring to match the portfolio of borrowings to the customer lease contracts as closely as possible, in particular with new contracts.

Funding continued to be provided by Mitsubishi Logisnext Europe Group Treasury Function throughout the financial year.

October 2017 marked the launch of Mitsubishi Logisnext Co., Ltd. in Japan formed through the business integration of Mitsubishi Nichiyu Forklift Co., Ltd., and UniCarriers Corporation, and in April 2018, Mitsubishi Logisnext Europe was formed as the holding company for UniCarriers Europe AB and Mitsubishi Caterpillar Forklift Europe BV. On 8 April 2020 the company name was changed to Logisnext Leasing UK Limited, as part of the integration process within the Mitsubishi Logisnext Europe group. On the same date. the parent company name was changed from UniCarriers UK Limited to Logisnext UK Limited, and 100% of the parent company shares were transferred to Mitsubishi Logisnext Europe BV. On the same date, M A Gibb and M Takamatsu resigned as directors of the company. C Bates and J Oi were appointed as directors of Logisnext Leasing UK Limited on 1 April 2020.

The Directors have prepared and provide this section 172 statement in accordance with the Companies Act 2006 (as amended by the Companies (Miscellaneous Reporting) Regulations 2018). The statement outlines the ways in which the Directors have taken into consideration the matters set out in section 172 whilst undertaking their duties and making decisions on behalf of, and in the interest of the Company. The statement focuses on principal decisions made within the financial year (1 April 2020 – 31 March 2021), and the considerations made within the decision-making process in terms of the needs of different stakeholder groups, as well as the long-term consequences of decision and their contribution to promoting the ongoing success of the Company.

The company name and ownership were updated on 1 April 2020 as part of an ongoing integration process within Mitsubishi Logisnext Europe BV. UK operational processes have not been affected by these group changes to ensure continuity to our customers, suppliers and internal employees.

The Board delegates responsibility for day-to-day management to the senior management team. The management and administrative processes within Logisnext Leasing UK Limited continue to be undertaken by employees of the parent company Logisnext UK Limited. All locally made decisions are communicated with The Board and Mitsubishi Logisnext Europe BV’s senior management team for review and oversight, and to ensure locally made decision are made in line with the group strategic direction. Monthly and quarterly meetings take place between the local senior management team and the group senior management team to support long-term decision making within the group. These are supported by the regular provision of local financial results, KPIs and forecasting data.

Within the last finance year, the Board has made the decision to change external auditors to Ellacotts. This decision was made following discussions with Deloitte Sweden with the current group reporting structure to remain unchanged. The board made this decision following a review of both cost and the quality of service offered by Ellacotts, as well as their previously experience working alongside Deloitte Sweden and auditing UK subsidiaries of European headquartered business groups.

The Company considers the health and safety of our employees to be a business priority. The company maintains a positive workplace environment, conducive to long-term employee retention and development, along with a high level of technical expertise within the industry. Managers are encouraged to foster strong, open relationships with their teams, allowing for a positive flow of communications in both directions. Employees are requested to take part in regular employee surveys to assist the group in gathering both positive and negative feedback from employees regarding their working environment and culture, and also identify areas for improvement and development.

Throughout the financial year, the business response to Covid-19 has been continuously reviewed and revised as necessary in response to the most current available information and Government recommendations and regulation.

The senior management team took the decision to convert all employees to home working where possible in order to reduce the risk of cross contamination in the workplace; whilst ensuring close communication with home working employees to continue to support their health and well-being. Close working with our Group IT function allowed a quick transition to remote working, whilst maintaining and strengthening the high level of IT security already in place. The consequence to date is that very few of our employees have contracted the virus and we have had no cases of cross contamination between co-workers. The Senior Management Team, alongside Operational Management continue to monitor and review current guidelines, as well as partaking in ongoing discussions around the future use of home-working and the balance between business objectives and operations, and the health and well-being of employees.

We have also worked closely with external stakeholders, including customers and suppliers, to ensure strict safety provisions are in place for external visitors to the office site, along with ensuring our employees have awareness and adhere to any restrictions introduced by our business partners.

External Stakeholders and the Environment

The Company places a high degree of emphasis on the importance of developing and fostering positive relationships with our external stakeholders, including customers and suppliers. Assets purchased by Logisnext Leasing UK Limited are from Logisnext UK Limited, with agreed contract terms in place with Logisnext UK Limited customers. Logisnext Leasing UK Limited aims to develop positive relationships with the customers and to respond to and resolve any customer queries quickly with the support of the sales teams and rental leasing manager within Logisnext UK Limited. During the Covid-19 restrictions we have been able to work flexibly with our customers to help support their operations through periods of lower business activity, and site closures. Along with this, our customers were also provided with service support and advice on equipment standby maintenance requirements via Logisnext UK Limited Service Department.

The business, and the materials handling market as a whole, are increasingly moving towards the electrification of materials handling equipment and forklift trucks, in particular the use of lithium-ion batteries, with decreasing use of internal combustion engines as a power source. The business has historically focused on the electric vehicle market and has a focus on increasing use of developing technology that results in a lower environmental impact. Stricter government criteria and guidance is in place relating to emissions levels of equipment.

Ethics & Compliance

As part of the larger Mitsubishi Heavy Industry group, the Board place great importance on the culture and ethical behaviour sponsored by the group, our ultimate parent company and their ultimate shareholders. Throughout an ongoing process of integration within the Mitsubishi Logisnext Europe group we have supported the integration of group policies, such as the Code of Conduct, and ensured that local policies and the employee handbook are regularly reviewed and updated to align with these. Training is provided to all employees around these topics, to ensure awareness and understanding of these topics, as well as knowledge of where to access further information. Corporate governance and internal control systems are regularly reviewed and developed, with this process underpinned by the group Internal Audit function. As a subsidiary of the Mitsubishi Heavy Industry group, Logisnext UK Limited undertakes annual reporting under JSOX requirements and through a process of continuous review and improvement ensures our policies and procedures remain compliant with the JSOX regulations.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2021.

The principal activity of the company continued to be that of the rental of fork-lift trucks, associated equipment and motor vehicles.

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £87,504 (2020: £87,504). The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Ellacotts Audit Services Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the strategic report, directors report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•     select suitable accounting policies and then apply them consistently;

•     make judgements and accounting estimates that are reasonable and prudent;

•     state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

•     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.

We have audited the financial statements of Logisnext Leasing UK Limited (the 'company') for the year ended 31 March 2021 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•     give a true and fair view of the state of the company's affairs as at 31 March 2021 and of its profit for the year then ended;

•     have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•     have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 and the directors' report.

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

•     adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

•     the financial statements are not in agreement with the accounting records and returns; or

•     certain disclosures of remuneration specified by law are not made; or

•     we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

As part of an audit in accordance with ISAs (UK),we exercise professional judgment and maintain professional scepticism throughout the audit. We also performed the following procedures:

- Enquiry of management, those charged with governance around actual and potential litigation and claims.

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing minutes of meetings of those charged with governance.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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

Use of our report

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

The profit and loss account has been prepared on the basis that all operations are continuing operations.

There is no comprehensive income or expense other than the profit for the financial year and the preceding financial year. Accordingly, no statement of comprehensive income is given.

Logisnext Leasing UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Jane Morbey Road, Thame, Oxfordshire, OX9 3RR. The principal accounting policies adopted are set out below.

These financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 (FRS 102) “The Financial Reporting Standard applicable in the UK and Republic of Ireland” issued by the Financial Reporting Council and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Logisnext Leasing UK Limited meets the definition of a qualifying entity under FRS102 and is consolidated in the financial statements of its ultimate parent Mitsubishi Heavy Industries Ltd, which can be obtained from 16-5, Konan 2-chome, Minato-ku, Tokyo 108-8215, Japan or available on the company's website at www.mhi.com. Advantage has been taken of the disclosure exemptions in relation to financial instruments, share-based payments, presentation of a cash flow statement and remuneration of key management personnel.

The company's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The financial statements have been prepared on the going concern basis, notwithstanding the net current liabilities of £16,860,744 (2020: £17,246,376), which the directors believe to be appropriate for the following reasons; The company is reliant for its working capital on funds provided to it by a group undertaking. Mitsubishi Logisnext Europe BV has provided the company with an undertaking that it will, for at least 12 months from the date of approval of these financial statements, continue to make available such funds as are needed by the company and in particular will not seek repayment of the amounts currently made available. This should enable the company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. Based on this undertaking, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. true

Turnover represents amounts (excluding value added tax) charged for the provision of goods and services to customers.

Gross earnings under finance leases are recognised on a straight line basis over the periods of the leases as classified as turnover.

Income and costs in respect of maintenance agreements associated with leases where the company is acting as an agent for its immediate parent undertaking are recognised on a net basis.

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

All financial assets and liabilities are initially measured at transaction price (including transaction cost), except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the statement of financial position when, an only when, there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments that have no stated interest rate (and do not constitute a financing transaction) and are classified as payable or receivable with one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.

Financial assets are derecognised when, and only when, a) the contractual right to the cash flows from the financial asset expire or are settle, b) the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax, including UK corporation tax, is provided as the amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date based on the profit for the year.

Deferred tax is recognised, without discounting, in respect of all timing differences that have originated but not reversed at the balance sheet date when transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as much more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference.

Assets leased out to customers under finance leases are accounted for as an amount due from the lessee under finance lease and are recorded as a debtor at the amount of the net investment in the lease after making provisions for such items as bad and doubtful rentals receivable.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The directors do not believe that there are any significant sources of estimation uncertainty. The following is a critical judgement that the directors have made in the process of applying the company's accounting policies and that has the most significant effect on the amounts recognised in the accounts:

Provisions against impairment of assets

Using information available, the directors make judgements based on experience regarding the level of provision required to account for potential shortfalls in the value of assets against market value in the event of customer failure.

Turnover derives from continuing activities undertaken solely in the United Kingdom.

The aggregate rentals receivable under finance leases in the year were £14,851,992 (2020: £13,531,389). Aggregate rentals include both capital repayments and finance charges on the finance leases. It is the finance charges only that are classified as turnover and totalled £2,282,885 (2020: £2,188,670) in the year.

There are no direct employees of the company. Services supplied by Logisnext UK Limited are invoiced to the company as incurred are £385,044 (2020: £360,000).

There were no directors' emoluments paid in 2021 (2020: £nil). The directors were not paid for their services to the company in either period.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The amounts owed by group undertakings are repayable on demand and no interest is chargeable on these amounts.

Unguaranteed residual values of assets leased under finance leases at the reporting end date are estimated at £6,529,035 (2020: £5,300,784).

The cost of assets acquired in the period for leasing under finance leases and hire purchase contracts is £14,486,802 (2020: £14,990,400).

The movement in the deferred tax asset during the year was:

Deferred tax assets are only recognised to the extent that the directors consider it more than likely than not that there will be suitable taxable profits from which the underlying timing differences can be deducted.

Included in amounts due to group undertakings is a balance of cashpool with Mitsubishi Logisnext Europe BV of £25,861,708 (2020: £25,719,025). The remainder of £1,768,380 (2020: £1,767,775) relates to intercompany trade creditor values, which are repayable on demand and no interest is chargeable on these amounts.

The company is exempt from disclosing transactions with its fellow group companies as the consolidated financial statements of the ultimate parent company are available to the public (see note 17).

The company is a subsidiary undertaking of Logisnext UK Limited, a company incorporation in England and Wales. On 1st April 2020 Unicarriers UK Limited changed its name to Logisnext UK Limited.

The parent of the smallest group which prepares consolidated accounts in which the results of the company are included is Mitsubishi Logisnext Europe BV, a company incorporated in The Netherlands. The consolidated accounts of Mitsubishi Logisnext Europe BV may be obtained from their registered office Mitsubishi Logisnext Europe BV, Hefbrugweg 77, 1332 AM, Almere, Netherlands.

The ultimate parent company and controlling party is Mitsubishi Heavy Industries Ltd, a company incorporation in Japan. This is the parent of the largest group in which the results of the company are consolidated. The consolidated accounts of Mitsubishi Heavy Industries Ltd may be obtained from their registed office 16-5, Konan 2-chome, Minato-ku, Tokyo 108-8215, Japan or available on the company's website at www.mhi.com.