Company Registration No. 02605811 (England and Wales)
DANFOSS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
DANFOSS LIMITED
COMPANY INFORMATION
Directors
A Stahlschmidt
N Wanless
T Christensen
J Gaarde Gad
Company number
02605811
Registered office
22 Wycombe End
Beaconsfield
Buckinghamshire
HP9 1NB
Auditors
Harwood Hutton Limited
22 Wycombe End
Beaconsfield
Buckinghamshire
HP9 1NB
DANFOSS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 27
DANFOSS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
The directors present the strategic report for the year ended 31 December 2020.
Business review, principal activities and future developments
The company is a wholly owned subsidiary of Danfoss A/S, a company registered in Denmark. For the year ended 31 December 2020 the company’s principal activities are the sale of controls and variable speed drives in the electrical and refrigeration industries, refrigeration compressors and the manufacture and supply of electronic and electro-mechanical heating controls, including time controls and thermostats and thermostatically regulated valves.
As shown in the company’s statement of comprehensive income, the company’s turnover for the year was £7
3,328
k (2019: £90,876k). The profit before taxation for the company in 2020 was £3,
880
k (2019: £3,906k). This was in line with the Directors’ expectations. As shown in the company’s balance sheet, the company’s net assets at 31 December 2020 were £14,
747
k (2019: £16,010k). This was in line with Directors’ expectations.
In 2021 we intend to continue adapting our structure to constantly changing market conditions and to continue our strict cost discipline. Through optimisation and standardisation of processes we can further improve our efficiency while simultaneously enhancing the quality of our customer service. Moreover, the optimisation of our production and logistics networks will continue to improve our cost structures.
Risk Management
The Danfoss Group’s central finance department is responsible for the overall monitoring and control of financial and operational risk management. Strategic/operational risk covers the following areas, supplier management, contract management, company acquisition and integration and illegal copying of Danfoss products. Financial risk covers the following areas, currency exposure, interest rate risk, liquidity risk, credit risk, other hedging and pension obligations risk.
The company’s activities expose it to various types of risk in the normal course of business. The following is not intended as a comprehensive summary of all risks.
Foreign currency risk
The company is exposed to foreign currency risk on its transactions that are denominated in currencies other than Great British Pounds. It is therefore exposed to the movement in exchange rates. This risk is partially mitigated by the company having bank accounts in foreign currencies.
Interest rate and credit risk
Interest rate risk is negligible as the company does not maintain any external debt. Exposure takes the form of customers who may not meet their obligation to agreed terms; the maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.
- 1 -
DANFOSS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
Liquidity and cash flow risk
As at 31 December 2020 the company had no cash resources (2019: £Nil) as it uses the Danfoss Group cash pool facility for financing its operational expenses.
Impact of Covid-19 subsequent to the year-end
The coronavirus pandemic has
continued
and resulted in the UK and other governments continuing to implement emergency measures to restrict the spread of the disease. These measures
continue to
cause a material disruption to global business markets and an economic slowdown in the UK which could negatively impact on the Company’s financial performance.
The impact on the Company’s financial performance depends on a number factors such as the strength of the economy’s recovery, severity of the pandemic and the Government’s resulting policies. These factors
continue
to have an impact on the Company’s performance and demand for the Company’s products and are not possible to accurately predict.
The scope and direction of the pandemic
remains changeable
and additional impacts may arise. A sustained or prolonged outbreak could exacerbate the impact on the Company’s performance.
Going concern disclosure
Danfoss Limited forecasts, including multiple scenarios taking account of the impact of Covid-19, demonstrate that Danfoss Limited will be able to operate for at least twelve months from the approval date of these financial statements. These scenarios range from a base case scenario where sales gradually return to pre Covid-19 during 2021/22 to a severe but plausible downside scenario of sales being lower by 75% when compared to pre Covid-19 level of sales.
The Company is part of the Danfoss Group cash pool facility and as part of this agreement the company’s cash is deposited with the Group. The cash pool balance is included within these financial statements as an intercompany debtor. The company can access this cash on demand.
Whilst it is acknowledged that Covid-19 will have an impact on the business over the next twelve months, based on the existing cash position and the scenarios analysis stated above, management concludes that there is no material uncertainty associated with the going concern.
Financial Key Performance Indicators
The company uses key performance indicators to assess performance including turnover and operating profit. In the year under review, turnover
dec
reased by
£17,548k
on continuing activities
as a result of the coronavirus pandemic
. Operating profit on continuing activities decreased by
£212k.
- 2 -
DANFOSS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
The Board's statement on s172(1)
The success of our business is dependent on the support of all of stakeholders. Building positive relationships with stakeholders that share our values is very important to us and working together towards shared goals helps us to deliver sustainable success.
Danfoss comprises a number of business units, all of which have extensive engagement with their unique stakeholders as well as other businesses in the Danfoss Group. The Group’s governance framework delegates authority for local decision making to local Country Leaders Teams up to certain defined levels. This allows individual businesses and Country Leadership teams to take account of the needs of their own stakeholders during the decision making process.
Through continued dialogue with key stakeholders, the individual businesses have been able to develop a clear understanding of their stakeholders needs, assess their views and monitor their impact on our strategic ambition and culture. During the business’ decision-making process, the impact of decisions on relevant stakeholders are considered. Other broader factors are also considered whilst making decisions, these include the impact of the Company’s operations on the community and environment, responsible business practices and the likely consequences of decisions in the long term.
The leadership teams of each business unit and the Country Leadership team make decisions with a long term view and with the highest standards of conduct in line with Group policies. In order to fulfil their duties, the Directors of each business and the Danfoss Group itself take care to be mindful of the consequences on all stakeholders of the decision and actions which they make. Where possible, decisions are discussed with affected groups.
Presentations are regularly made to the Group Board by the business units about the strategy performance and key decisions taken. This feedback allows the Group Board to evaluate that proper consideration is given to stakeholders. Group is also informed on the views of stakeholders though regular, feedback, reporting and analysis. This feedback is used to inform the Group’s decisions and how they are determined.
The Group’s key stakeholders are as follows:
Shareholders
The shareholders are closely involved in the decision making process of the Group. Discussions with shareholders cover all aspects of the business activities of the Group and include, financial performance, strategy, outlook, governance and ethical practices.
Employees
There are many forums through which the Group’s management engages with employees. These include surveys, face to face briefings, town hall meetings, intranet updates, newsletters. Employees are regularly asked to complete anonymous surveys so the Group can get unbiased feedback from employees. Key areas of focus include well being and health, opportunities, pay and benefits.
- 3 -
DANFOSS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
Customers
We strive to ensure that Danfoss is as easy as possible to deal with and therefore try to ensure that we constantly get feedback on our performance from customers and through this build strong relationships. We regularly perform customer surveys and seek feedback through customer meetings at every level. We use this knowledge to inform our decision making on the service and products we provide are in line with our customers’ requirements.
Suppliers
We aim to build strong partnerships with our suppliers in order to ensure mutually benefit relationships. We regularly seek feedback from our suppliers through various interactions which are aimed at strengthening our relationships. The Group’s management realises that strong relationships with suppliers are essential to Danfoss’ success and the Group’s management are focused on developing these relationship and are therefore briefed regularly on this area.
Communities
Local management seek to engage with the local communities in which we operate to ensure that they understand the local issues. An example of this is that a Local charity committee has been set up in order to raise money for local causes. The impact of Danfoss activities on a local and national level is considered by the Local Leadership teams.
Government and regulators
Danfoss engage with the government and regulators through a number of Associations, for example BEAMA, and through meetings. Key areas of focus are compliance with laws and regulations, health and safety and product safety. The Country leadership team is updated on legal and regulatory developments and these are taken in account when future actions are considered.
N Wanless
Director
.........................
29 September 2021
- 4 -
DANFOSS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
The directors present their annual report and audited financial statements for the year ended 31 December 2020.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A Stahlschmidt
N Wanless
T Christensen
J Gaarde Gad
M Postings
(Resigned 30 June 2021)
Post reporting date events
A
s part of the
d
irectors' going concern review, the 2020 and 2021 year to date financial performance of the Company has been analysed. In addition the financial position and performance of the Danfoss
g
roup has also been reviewed in light of the Covid-19 pandemic and the impact that it has had to date on the Company.
As part of their consideration, the
d
irectors have reviewed the cost reduction measures that have already taken place across Danfoss UK and the wider Danfoss Group, the company’s net asset position at 31 December 2020, excluding pension surplus, of £
13,042
k and the Group’s overdraft facilities that are available to the company.
The
d
irectors have a reasonable expectation that the Company has adequate resources, including the
g
roup’s overdraft facility, to continue in operational existence for the foreseeable future being a period of at least 12 months from the date of these financial statements.
Auditor
Harwood Hutton 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.
Energy and carbon report
The Danfoss group, of which Danfoss Limited is a member, is a globally leading technology partner in energy efficiency and sustainable solutions. The group has proven and reliable solutions to meet many of the climate, urbanisation and food challenges faced globally. It also strives to improve the sustainability of its internal operations, as well as bringing innovative greener solutions to market.
The Danfoss group provides group level reporting on sustainability initiatives and strategy within the Our Business section of its 2020 Annual Report. This annual report can be downloaded from www.danfoss.com.
The directors have reviewed the required energy and carbon reporting for the year ended 31 December 2020 and have concluded that its inclusion in this report is impractical. The directors are committed to improving collation of this data at the UK level so that the barriers to reporting are removed in future periods.
- 5 -
DANFOSS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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;
-
state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements
-
make judgements and accounting estimates that are reasonable and prudent;
-
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk objectives, future developments and disclosures regarding engagement with suppliers, customers and others in a business relationship.
Statement of disclosure to auditor
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.
On behalf of the board
..............................
N Wanless
Director
Date: 29 September 2021
- 6 -
DANFOSS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF DANFOSS LIMITED
Opinion
- 7 -
We have audited the financial statements of Danfoss Limited (the 'company') for the year ended 31 December 2020 which comprise the statement of comprehensive income, 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 December 2020 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.
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.
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' r
eport 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.
DANFOSS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF DANFOSS LIMITED
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the directors'
r
eport
.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors' remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors'
r
esponsibilities
s
tatement, 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 are to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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 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
.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
At a group level, a clear and robust internal control expectation is set and applied across all subsidiary companies. These controls include consistent transaction processes, regular and timely reconciliations, and effective segregation of controls and authorisation procedures. The strong internal control environment indicated that the susceptibility of the financial statements to material misstatement as a result of fraud or error was reduced.
The directors reported that they had no knowledge of actual, suspected or alleged fraud in the year, but as auditors we remain vigilant for any indicators of fraud nonetheless.
The potential for misappropriation of assets such as cash and inventory were considered, but were assessed to be low risk by us given the controls and mechanisms surrounding these assets.
- 8 -
DANFOSS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF DANFOSS LIMITED
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.
We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector. We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation and quality assurance regulations.
We did not identify any laws and regulations as being significant in the context of the entity directly, apart from those laws and regulations usually applicable to a company operating within the United Kingdom. Some laws and regulations were identified as having an indirect impact on the entity due to their respective impact on group companies with which Danfoss Limited had a close commercial relationship.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
-
agreeing financial statement disclosures to underlying supporting documentation;
-
reviewing minutes of appropriate meetings of those charged with governance; and
-
enquiring with management as to actual and potential litigation claims.
We obtained an understanding how the entity is complying with the relevant legal and regulatory framework by making enquiries with management, reviewing appropriate legally required reporting and reviewing legal and professional fee invoices.
To address the risk of fraud through management override of controls, we:
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.
This report is made solely to the company's member 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 member 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 member for our audit work, for this report, or for the opinions we have formed.
Margaret El Khalidi (Senior Statutory Auditor)
For and on behalf of Harwood Hutton Limited
30 September 2021
Chartered Accountants
Statutory Auditor
22 Wycombe End
Beaconsfield
Buckinghamshire
HP9 1NB
- 9 -
DANFOSS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020
2020
2019
Notes
£000
£000
Turnover
3
73,328
90,876
Cost of sales
(57,117)
(72,276)
Gross profit
16,211
18,600
Distribution costs
(433)
(4,336)
Administrative expenses
(11,933)
(10,207)
Operating profit
4
3,845
4,057
Interest receivable and similar income
8
181
157
Interest payable and similar expenses
9
(146)
(308)
Profit before taxation
3,880
3,906
Tax on profit
10
(569)
(753)
Profit for the financial year
3,311
3,153
Other comprehensive income
Actuarial loss on defined benefit pension schemes
(5,638)
(44)
Tax relating to other comprehensive income
1,064
(44)
Total comprehensive income/(loss) for the year
(1,263)
3,065
The profit and loss account has been prepared on the basis that all operations are continuing operations.
- 10 -
DANFOSS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2020
31 December 2020
2020
2019
Notes
£000
£000
£000
£000
Fixed assets
Goodwill
12
2,081
2,378
Tangible assets
13
109
244
2,190
2,622
Current assets
Stocks
14
393
5,152
Debtors
15
20,076
34,967
20,469
40,119
Creditors: amounts falling due within one year
16
(9,202)
(31,173)
Net current assets
11,267
8,946
Total assets less current liabilities
13,457
11,568
Provisions for liabilities
Provisions
17
156
1,157
Deferred tax liability
18
259
1,241
(415)
(2,398)
Net assets excluding pension surplus
13,042
9,170
Defined benefit pension surplus
19
1,705
6,840
Net assets
14,747
16,010
Capital and reserves
Called up share capital
20
6,200
6,200
Profit and loss reserves
8,547
9,810
Total equity
14,747
16,010
The financial statements were approved by the board of directors and authorised for issue on 29 September 2021 and are signed on its behalf by:
N Wanless
Director
Company Registration No. 02605811
- 11 -
DANFOSS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
Share capital
Profit and loss reserves
Total
Notes
£000
£000
£000
Balance at 1 January 2019
6,200
10,245
16,445
Year ended 31 December 2019:
Profit for the year
-
3,153
3,153
Other comprehensive income:
Actuarial gains/(losses) on defined benefit plans
-
(44)
(44)
Tax relating to other comprehensive income
-
(44)
(44)
Total comprehensive income for the year
3,065
3,065
Dividends
11
-
(3,500)
(3,500)
Balance at 31 December 2019
6,200
9,810
16,010
Year ended 31 December 2020:
Profit for the year
-
3,311
3,311
Other comprehensive income:
Actuarial gains/(losses) on defined benefit plans
-
(5,638)
(5,638)
Tax relating to other comprehensive income
-
1,064
1,064
Total comprehensive income/(expenses) for the year
(1,263)
(1,263)
Balance at 31 December 2020
6,200
8,547
14,747
- 12 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
Company information
Danfoss Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
22 Wycombe End, Beaconsfield, Buckinghamshire, HP9 1NB.
.
The principal place of business is Building 3, Capswood, Oxford Road, Denham, Bucks, UB9 4LH
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are
presented
in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £
1,000
.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares
publicly available consolidated financial statements
, including this company,
which are
intended to give a true and fair view of the assets, liabilities,
financial position and profit or loss
of the group
.
T
he company has
therefore
taken advantage of
e
xemptions from the following disclosure requirements:
-
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
-
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’
:
Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument
;
-
Section 33 ‘Related Party Disclosures’
:
Compensation for key management personnel
.
The financial statements of the company are consolidated in the financial statements of
Danfoss A/S.
These consolidated financial statements are available from its registered office
,
6430 Nordborg, Denmark.
1.2
Going concern
Danfoss Limited forecasts, including multiple scenarios taking account of the impact of Covid-19, demonstrate that Danfoss Limited will be able to operate for at least twelve months from the approval date of these Financial Statements. These scenarios range from a base case scenario where sales gradually return to pre Covid-19 during 2021/22 to a severe but plausible downside scenario of sales being lower by 75% when compared to pre Covid-19 level of sales.
true
The Company is part of the Danfoss Group cash pool facility and as part of this agreement the company’s cash is deposited with the Group. The cash pool balance is included within these financial statements as an intercompany debtor. The company can access this cash on demand.
Whilst it is acknowledged that Covid-19 will have an impact on the business over the next twelve months, based on the existing cash position and the scenarios analysis stated above, management concludes that there is no material uncertainty associated with the going concern.
- 13 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
1.3
Turnover
Turnover
is measured at the fair value of the consideration received or receivable for the sale of goods and the rendering of services in the normal course of business, and is shown net of discounts and VAT.
Sale of goods
Revenue arises from the sale of goods. Revenue is recognised when the customer accepts delivery of the goods.
Rendering of services
Revenue arises from the provision of services.
Revenue is recognised proportionally over the performance of the service contract, by reference to the stage of completion of the transaction at the end of the financial year.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated
amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised
through the profit and loss
on a systematic basis over its expected life, which is 10 to 15 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition.
At each balance sheet date, the c
ash-generating unit to which goodwill has been allocated
is assessed to determine whether there is any indication that the cash-generating unit may be impaired. If there is such an indication, the recoverable amount
of the cash-generating unit
is compared to the carrying amount of the cash-generating unit.
1.5
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is charged to the profit and loss account on a straight-line basis over the estimated
useful lives of each part of an item of tangible fixed assets. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated. The estimated useful lives are as follows:
Fixtures and fittings
2 to 6 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
1.6
Impairment of fixed assets
At each
financial year
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
1.7
Stocks
- 14 -
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
The company sells products for a number of markets and is subject to changing consumer demands. As a result, it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated saleability of finished goods and future usage in production of raw materials.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ”Basic Financial Instruments” to all of its financial instruments.
Financial instruments are recognised in the company’s balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets
Short term debtors are measured at transaction price less any provision for impairment. Loans receivable are measured initially at fair value, net of transaction costs and are subsequently carried at amortised costs using the effective interest method, less any provision for impairment.
Basic financial liabilities
Short term creditors are measured at transaction price. Other financial liabilities, including bank loans and other loans, are measured initially at fair value, net of transaction costs and are subsequently carried at amortised costs using the effective interest method.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the
year
when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account.
- 15 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
1.10
Provisions
Provisions are recognised when the
company
has a legal or constructive present obligation as a result of a past event, it is probable that the
company
will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the
year
in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Defined contribution schemes
- 16 -
P
ayments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Defined benefit schemes
The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.
The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the
year
in which they arise.
The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the
year
as a result of contribution and benefit payments. The net interest is recognised in profit or loss as
interest
or cost.
Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the
year
in which they occur and are not reclassified to profit and loss in subsequent
financial years
.
The
net
defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.
1.13
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the
year
.
2
Judgements and key sources of estimation uncertainty
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 estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised where the revision affects only that year, or in the year of the revision and future financial years where the revision affects both current and future years.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are
as follows.
Revenue recognition
The company revenue recognition policy is to recognise sales of goods upon arrival with the customer. Management have monitored the average shipping times to customers and have built an estimated 3 day delivery period into the invoicing system so that invoices are raised on the anticipated arrival date with the customer, unless specific alternative arrangements are sought by the customer. However, this use of a universal estimated delivery period will inevitably result in some variability in accuracy of revenue recognition.
Volume discounts
The company makes provisions for rebate and claim back accruals based on the expected outcome of future promotional activity. The ultimate performance of any promotional activity is not known at the time of sale and estimates to the value of the accrual could vary significantly as a result. However, promotional activity is closely monitored and tracked, and past experience is used to strengthen the provisions and estimates made.
Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the ageing profile of debtors and historical experience and market knowledge.
Further details can be found in the Debtors note.
Defined benefit pension scheme
The company has an obligation to pay benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including; life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the balance sheet. The assumptions reflect historical experience and current trends.
Further details can be found elsewhere in these accounting policies, or within the Retirement Benefit Schemes note.
- 17 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
3
Turnover and other revenue
2020
2019
£000
£000
Turnover analysed by class of business
Sales of goods
72,758
90,596
Services
570
280
73,328
90,876
2020
2019
£000
£000
Turnover analysed by geographical market
UK
67,692
78,469
Europe
5,636
12,407
73,328
90,876
4
Operating profit
2020
2019
Operating profit for the year is stated after charging/(crediting):
£000
£000
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(131)
Depreciation of owned tangible fixed assets
134
336
Loss on disposal of tangible fixed assets
1
Amortisation of intangible assets
297
297
Impairment of stocks recognised or reversed
(1,009)
Operating lease charges
499
198
5
Auditor's remuneration
2020
2019
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
47
48
For other services
Taxation compliance services
21
All other non-audit services
55
76
-
Audit fees above include £14,000 charged by the previous auditor during the year.
- 18 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2020
2019
Number
Number
Production
-
80
Administration
11
22
Sales and marketing
113
102
Total
124
204
Their aggregate remuneration comprised:
2020
2019
£000
£000
Wages and salaries
7,022
10,797
Social security costs
1,072
1,273
Pension costs
707
827
8,801
12,897
7
Directors' remuneration
2020
2019
£000
£000
Remuneration for qualifying services
282
303
Amounts receivable under long term incentive schemes
34
33
Company pension contributions to defined contribution schemes
20
18
336
354
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2019 - 2).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2020
2019
£000
£000
Remuneration for qualifying services
165
178
Amounts receivable under long term incentive schemes
34
33
Company pension contributions to defined contribution schemes
11
10
- 19 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
7
Directors' remuneration
(Continued)
During the year, 2 directors were
remunerated by the company (2019:
2
). The emoluments of the other
d
irectors were paid by the parent company. The
services provided by these directors to this
company and fellow subsidiaries are of a non-executive nature and their emoluments are deemed to be wholly attributable to their services to the parent company. Accordingly, the above details include no emoluments in respect of their services.
8
Interest receivable and similar income
2020
2019
£000
£000
Interest income
Interest on the net defined benefit asset
143
130
Interest receivable from group companies
38
Other interest income
27
Total income
181
157
9
Interest payable and similar expenses
2020
2019
£000
£000
Interest payable to group undertakings
146
308
10
Taxation
2020
2019
£000
£000
Current tax
UK corporation tax on profits for the current period
733
(164)
Adjustments in respect of prior periods
(246)
157
Total current tax
487
(7)
Deferred tax
Origination and reversal of timing differences
95
760
Adjustment in respect of prior periods
(13)
Total deferred tax
82
760
Total tax charge
569
753
- 20 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
10
Taxation
(Continued)
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:
2020
2019
£000
£000
Profit before taxation
3,880
3,906
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2019: 19.00%)
737
742
Tax effect of expenses that are not deductible in determining taxable profit
4
24
Adjustments in respect of prior years
(258)
157
Amortisation on assets not qualifying for tax allowances
56
56
Other permanent differences
30
(226)
Taxation charge for the year
569
753
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
2020
2019
£000
£000
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
(1,064)
44
11
Dividends
2020
2019
£000
£000
Interim paid
3,500
- 21 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
12
Intangible fixed assets
Goodwill
£000
Cost
At 1 January 2020 and 31 December 2020
4,057
Amortisation and impairment
At 1 January 2020
1,679
Amortisation charged for the year
297
At 31 December 2020
1,976
Carrying amount
At 31 December 2020
2,081
At 31 December 2019
2,378
13
Tangible fixed assets
Fixtures and fittings
£000
Cost
At 1 January 2020
586
Disposals
(33)
At 31 December 2020
553
Depreciation and impairment
At 1 January 2020
342
Depreciation charged in the year
134
Eliminated in respect of disposals
(32)
At 31 December 2020
444
Carrying amount
At 31 December 2020
109
At 31 December 2019
244
14
Stocks
2020
2019
£000
£000
Raw materials and consumables
592
Finished goods and goods for resale
393
4,560
393
5,152
- 22 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
15
Debtors
2020
2019
Amounts falling due within one year:
£000
£000
Trade debtors
17,409
17,699
Corporation tax recoverable
283
1,190
Amounts owed by group undertakings
1,544
15,911
Other debtors
751
40
Prepayments and accrued income
89
127
20,076
34,967
Amounts owed by group undertakings are unsecured and repayable on demand. The interest rate charged at 31 December 20
20
was
2.12538% (201
9: 1.4855
%).
Trade debtors are stated after provision for impairment of £124k (2019: £42k)
16
Creditors: amounts falling due within one year
2020
2019
£000
£000
Trade creditors
1,138
2,001
Amounts owed to group undertakings
1,012
21,616
Taxation and social security
3,024
2,975
Other creditors
2,543
2,236
Accruals and deferred income
1,485
2,345
9,202
31,173
Amounts owed to group undertakings are unsecured and repayable on demand. The interest rate charged at 31 December 20
20
was
2.12538% (201
9: 1.4855
%).
17
Provisions for liabilities
2020
2019
£000
£000
Warranty provision
156
118
Restructuring provision
-
1,039
156
1,157
The provision for warranties relates to expected warranty claims on products sold at the balance sheet date. It is expected that the majority of this expenditure will be incurred over the next year.
The restructuring provision relate
d
to the closure of the Bedford manufacturing facility.
- 23 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
17
Provisions for liabilities
(Continued)
Movements on provisions:
Warranty provision
Restructuring provision
Total
£000
£000
£000
At 1 January 2020
118
1,039
1,157
Additional provisions in the year
156
-
156
Utilisation of provision
(118)
(1,039)
(1,157)
At 31 December 2020
156
-
156
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2020
2019
Balances:
£000
£000
Accelerated capital allowances
(41)
(59)
Tax losses
(60)
-
Retirement benefit obligations
360
1,300
259
1,241
2020
Movements in the year:
£000
Liability at 1 January 2020
1,241
Charge to profit or loss
82
Credit to other comprehensive income
(1,064)
Liability at 31 December 2020
259
19
Retirement benefit schemes
2020
2019
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
707
827
The company operates a defined contribution pension scheme for all qualifying employees.
The assets of the scheme are held separately from those of the company in an independently administered fund.
- 24 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
19
Retirement benefit schemes
(Continued)
Defined benefit schemes
The company operated a defined benefit scheme for qualifying employees; this scheme was closed to members in 2010, upon which all members were transferred to the defined contribution scheme.
This is a separate trustee administered fund holding the pension scheme assets to meet long term pension liabilities.
Valuation
A full actuarial valuation was carried out at 31 March 2018 and updated to 31 December 2020 by a qualified actuary, independent of the scheme's sponsoring employer.
Funding policy
The actuarial valuation as at 31 March 2018 showed a deficit of £5,737,000. The company has agreed with the trustees that it will aim to eliminate the deficit over a period of 10 years from 31 March 2018 by the payment of one contribution of £4.2m on or before 31 March 2019, followed by annual contributions of £207,000 until 31 March 2028. In addition, the company has agreed with the trustees that it will meet expenses of the plan and levies to the Pension Protection Fund.
2020
2019
Key assumptions
%
%
Discount rate
1.39
2.05
Expected rate of salary increases
4.21
4.24
Expected rate of return on plan assets
1.39
2.05
Expected return on plan assets at beginning of year
2.05
2.80
RPI
3.21
3.24
Mortality assumptions
2020
2019
Years
Years
Retiring today
- Males
21.8
21.8
- Females
23.8
23.8
Retiring in 20 years
- Males
22.8
22.8
- Females
25.0
25.0
2020
2019
Amounts recognised in the profit and loss account
£000
£000
Net interest on net defined benefit liability/(asset)
(143)
(130)
- 25 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
19
Retirement benefit schemes
(Continued)
2020
2019
Amounts taken to other comprehensive income
£000
£000
Actual return on scheme assets
(11,408)
(14,280)
Less: calculated interest element
2,524
3,131
Return on scheme assets excluding interest income
(8,884)
(11,149)
Actuarial changes related to obligations
14,522
11,193
Total costs
5,638
44
The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:
2020
2019
£000
£000
Present value of defined benefit obligations
129,952
119,257
Fair value of plan assets
(131,657)
(126,097)
Surplus in scheme
(1,705)
(6,840)
2020
2019
Movements in the present value of defined benefit obligations
£000
£000
Liabilities at 1 January 2020
119,257
109,276
Benefits paid
(6,208)
(4,213)
Actuarial gains and losses
14,522
11,193
Interest cost
2,381
3,001
At 31 December 2020
129,952
119,257
2020
2019
Movements in the fair value of plan assets
£000
£000
Fair value of assets at 1 January 2020
126,097
111,830
Interest income
2,524
3,131
Return on plan assets (excluding amounts included in net interest)
8,884
11,149
Benefits paid
(6,208)
(4,213)
Contributions by the employer
360
4,200
At 31 December 2020
131,657
126,097
The actual return on scheme assets over the period ended 31 December 2020 was £11,408,000.
- 26 -
DANFOSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
19
Retirement benefit schemes
(Continued)
2020
2019
Fair value of plan assets at the reporting period end
£000
£000
Equity instruments
9,675
10,304
Debt instruments
19,688
21,720
Overseas equities
26,519
22,064
Index linked bonds
25,558
23,386
Corporate bonds
31,716
29,664
Other
18,501
18,959
131,657
126,097
None of the fair values of the assets shown above include any direct investments in the company’s own financial instruments or any property occupied by, or other assets used by the, company.
The expected rates of return on plan assets are determined by reference to the historical returns, without adjustment, of the portfolio and not on the sum of the returns on individual asset categories.
20
Share capital
2020
2019
£000
£000
Ordinary share capital
Issued and fully paid
6,200,000 Ordinary shares of £1 each
6,200
6,200
21
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2020
2019
£000
£000
Within one year
425
411
Between two and five years
226
303
651
714
22
Ultimate controlling party
The company is a subsidiary undertaking of Danfoss
International
A
/
S
,
which is the immediate
parent. Danfoss A/S is the
ultimate parent and controlling company incorporated in Denmark.
The largest and smallest group in which the results of the company are consolidated is that headed by Danfoss A/S. The consolidated financial statements of this group are available to the public and may be obtained from Danfoss A/S, 643
0 Nordborg, Denmark.
- 27 -
2020-12-31
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