Webfleet Solutions Sales B.V.

Webfleet Solutions Sales B.V.

Leipzig

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

Webfleet Solutions Sales B.V.
Amsterdam/Niederlande

Index

Management's Board Report

Balance sheet as at 31 December 2023

Profit and loss account 2023

Notes to the 2023 financial statements

Other information

Management's Board Report

The Management's Board Report can be requested at the Company's headquarter in Amsterdam.

Balance sheet

as at 31 December 2023 (before proposed appropriation of result)

The notes on pages 11 to 33 are an integral part of these financial statements.

^(*) The comparable figures have been adjusted for comparison purposes as stated in the paragraph general.

Profit and loss account

for the year ended 31 December 2023

The notes on pages 11 to 33 are an integral part of these financial statements.

^(*) The comparable figures have been adjusted for comparison purposes as stated in the paragraph general.

Notes to the 2023 financial statements

General

The figures of 2022 have been reclassified for comparison purposes. The reclassifications are as follows:

Balance sheet

Profit and loss account

The comparative figures have been adjusted in accordance with Article 2:363(5) of the DCC. This change did not affect the net result and the equity of the Company in 2022.

Reporting entity and relationship with parent companies

Webfleet Solutions Sales B.V. ('the Company'), registered under trade registration number of 60077972 in the Chamber of Commerce in Amsterdam, is a private limited liability company under Dutch law and has its statutory seat in Amsterdam, the Netherlands. The legal address is Beethovenstraat 503, 1083 HK Amsterdam, The Netherlands.

It is a subsidiary of 100% of Bridgestone Mobility Solutions B.V. and its ultimate parent company is Bridgestone Corporation Japan, a company listed on the Japanese stock exchange. Both financial statements can be obtained at cost at the office of the Company.

Webfleet Solutions Sales B.V. acts as a distributor for its parent company and generates revenue primarily through provision of fleet management services as well as through selling or renting out related hardware products to its customers. The activities of the Company and the Group are carried out both inland and abroad, with the countries of the European Union being the primary sales market.

The financial statements comprise Webfleet Solutions Sales B.V. and its branches (together referred to as "the company").

Financial reporting period

These financial statements cover the year 2023, which ended at the balance sheet date of 31 December 2023.

Basis of preparation

The financial statements have been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code (Dutch GAAP) and IFRS 16 'Leases'. The accounting policies applied for measurement of assets and liabilities and determination of results are based on the historical cost convention, unless otherwise stated in the further accounting principles.

Going concern

The financial statements of the Company have been prepared on the basis of the going concern assumption.

Cash flow statement

In accordance with RJ 360.104, no cash flow statement is presented in these financial statements. The cash flow statement of the Company is included in the consolidated cash flow statement as part of the financial statements of Bridgestone Corporation which is available on www.bridgestone.com.

Change in accounting policy with respect to the P&L presentation change from the categorical model to the functional model

Until financial year 2022, the P&L was presented using the categorical model under Dutch GAAP. In order to align with the P&L model used within the Bridgestone Group and with internal management reporting, management decided to change the P&L presentation to the functional model. The comparative figures for the year 2022 have been adjusted. The change in accounting policy does not have an impact on equity and the net result.

Accounting policies for the measurement of assets and liabilities and the determination of the result

General

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Assets and liabilities are measured at historical cost, unless stated otherwise in the further principles.

An asset is recognised in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and the asset has a cost price or value of which the amount can be measured reliably. Assets that are not recognised in the balance sheet are considered as off-balance sheet assets.

A liability is recognised in the balance sheet when it is expected that the settlement of an existing obligation will result in an outflow of resources embodying economic benefits and the amount necessary to settle this obligation can be measured reliably. Provisions are included in the liabilities of the Company. Liabilities that are not recognised in the balance sheet are considered as off-balance sheet liabilities.

An asset or liability that is recognised in the balance sheet, remains recognised on the balance sheet if a transaction (with respect to the asset or liability) does not lead to a major change in the economic reality with respect to the asset or liability. Such transactions will not result in the recognition of results. When assessing whether there is a significant change in the economic circumstances, the economic benefits and risks that are likely to occur in practice are taken into account. The benefits and risks that are not reasonably expected to occur, are not taken in to account in this assessment.

An asset or liability is no longer recognised in the balance sheet, and thus derecognised, when a transaction results in all or substantially all rights to economic benefits and all or substantially all of the risks related to the asset or liability are transferred to a third party. However, in circumstances where the transaction does not significantly change the economic reality of an asset or liability, this asset or liability remains recognised on the balance sheet. In such cases, the results of the transaction are directly recognised in the profit and loss account, taking into account any provisions related to the transaction.

If assets are recognised of which the Company does not have the legal ownership, this fact will be disclosed.

Income is recognised in the profit and loss account when an increase in future economic potential related to an increase in an asset or a decrease of a liability arises of which the size can be measured reliably. Expenses are recognised when a decrease in the economic potential related to a decrease in an asset or an increase of a liability arises of which the size can be measured with sufficient reliability. Revenues and expenses are allocated to the respective period to which they relate. Revenues are recognised when the Company has transferred the significant risks and rewards of ownership of the goods to the buyer.

Functional and presentation currency

The company's primary activities are denominated in euros. Accordingly, the euro is the company's functional currency, which is also the company's presentation currency. All amounts have been rounded to the nearest thousand.

Use of estimates

The preparation of these financial statements requires that the company makes assumptions, estimates and judgements that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities as of the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of revision and the future periods if the revision affects both current and future periods.

The following accounting policies are in the opinion of management the most critical in preparing these financial statements and require judgements, estimates and assumptions:

Principles for the translation of foreign currencies

Transactions in foreign currencies

At initial recognition, transactions denominated in a foreign currency are translated into the functional currency of the Company at the exchange rates at the date of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated at the balance sheet date into to the functional currency at the spot exchange rate applying on that date. Exchange differences resulting from the settlement of monetary items, or resulting from the translation of monetary items denominated in foreign currency, are recognised in profit and loss in the period in which the exchange difference arise. Exempted from this are exchange differences on monetary items that are part of a net investment in a foreign operation.

Non-monetary assets and liabilities denominated in foreign currency that are measured based on historical cost, are translated into the functional currency at the exchange rates at the date of the transactions.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at current value, are translated into the functional currency at the spot exchange rates when the current value is determined. Exchange rate differences that arise from this translation are directly recognised in equity using the accounting treatment as the change in current value.

Foreign operations

The assets and liabilities that are part of the net investment in a foreign operation are translated to the presentation currency at the spot exchange rate on the reporting date. The revenues and expenses of such a foreign operation are translated to the presentation currency at the spot exchange rate on the transaction date. Currency translation differences are directly recognised in the translation reserve within equity.

When a foreign operation is fully or partially sold, the cumulative amount that relates to that foreign operation is transferred from the translation reserve to the profit and loss account.

Consolidation of foreign branches

For consolidation purposes, the assets and liabilities of branches in a foreign operation are translated to the presentation currency at the spot exchange rate on the reporting date. The revenues and expenses of such a foreign operation are translated to the presentation currency at the spot exchange rate on the transaction date. Currency translation differences are directly recognised in the translation reserve within equity.

Principles of valuation of assets and liabilities

Financial instruments

Financial instruments include investments in shares and bonds, trade and other receivables, cash items, loans and other financing commitments, derivative financial instruments, trade payables and other amounts payable. These financial statements contain the following financial instruments: loans granted and other receivables, Non-current and current liabilities and other financial commitments. The company does not make use of derivatives.

Financial assets and liabilities are recognised in the balance sheet at the moment that the contractual risks or rewards with respect to that financial instrument originate.

Financial instruments are derecognised if a transaction results in a considerable part of the contractual risks or rewards with respect to that financial instrument being transferred to a third party.

Financial instruments (and individual components of financial instruments) are presented in the financial statements in accordance with the economic substance of the contractual terms. Presentation of the financial instruments is based on the individual components of financial instruments as a financial asset, financial liability or equity instrument.

Financial instruments are initially measured at fair value, including discount or premium and directly attributable transaction costs. However, if financial instruments are subsequently measured at fair value through profit and loss, then directly attributable transaction costs are directly recognised in the profit and loss account at the initial recognition.

After initial recognition, financial instruments are valued in the manner described in their respective sections below.

Trade and other receivables

Trade and other receivables (including receivables from shareholders and other group companies) are measured at initial recognition at fair value, plus transaction costs (if the time value is material).

After initial recognition, the assets are measured at amortized cost using the effective interest method, less a provision for uncollectable debts. These provisions are determined by individual assessment of the receivables.

Non-current and current liabilities and other financial commitments

Non-current and current liabilities and other financial commitments are measured after their initial recognition at amortised cost on the basis of the effective interest rate method. The effective interest is directly recorded in the profit and loss account.

Redemption payments regarding non-current liabilities that are due next year, are presented under current liabilities.

Impairment of financial assets

Receivables found not to be individually impaired are collectively assessed for impairment by grouping together receivables with similar risk characteristics. In assessing collective impairment, the Company uses historical trends of the probability of default and the increase of the number of receivables in its portfolio that are past due. The outcome is adjusted when management is of the opinion that current economic and credit conditions are such that it is probable that actual losses will be higher or lower than the historical trends are suggesting. The carrying amount of receivables is reduced by an allowance for doubtful debts. Receivables that appear to be irrecoverable are written off against the allowance. Other additions to and withdrawals from the allowance are recognised in the profit and loss account.

Offsetting financial instruments

A financial asset and a financial liability are offset when the entity has a legally enforceable right to set off the financial asset and financial liability and the Company has the firm intention to settle the balance on a net basis, or to settle the asset and the liability simultaneously.

If there is a transfer of a financial asset that does not qualify for derecognition in the balance sheet, the transferred asset and the associated liability are not offset.

Intangible assets

Intangible fixed assets are only recognised in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and the cost of that asset can be measured reliably.

Intangible fixed assets are measured at acquisition or construction cost, less accumulated amortisation and impairment losses.

Expenditures made after the initial recognition of an acquired or constructed intangible fixed asset are included to the acquisition or construction cost if it is probable that the expenditures will lead to an increase in the expected future economic benefits, and the expenditures and the allocation to the asset can be measured reliably. If expenditures do not meet these conditions, they are recognised as an expense in the profit and loss account.

The accounting principles for the determination and recognition of impairments are included under the section Impairments of fixed assets.

The amortization of other intangible assets is recorded on a straight-line basis over estimated useful lives of 3- 5 years.

The following rates of amortization are applied:

Tangible fixed assets

Tangible fixed assets are recognised in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and the cost of that asset can be measured reliably.

Tangible fixed assets re measured at historical cost less accumulated depreciation and impairment charges. The cost comprises the price of acquisition or manufacture, plus other costs that are necessary to get the assets to their location and condition for their intended use. Expenditure is only capitalised when it extends the useful life of the asset. Depreciation is recognised in the profit and loss account on a straight-line basis over the estimated useful lives of each item of the tangible fixed assets, taking into account any estimated residual value of the individual assets. No depreciation is recognised on land, tangible fixed assets under construction and prepayments on tangible fixed assets. Depreciation starts as soon as the asset is available for its intended use, and ends at decommissioning or divestment.

The following rates of depreciation are applied:

The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect that any changes in estimate are accounted for on a prospective basis.

Right-of-use assets

At inception of a contract, the company assesses whether a contract conveys the right to control the use of an identified asset for a period in exchange for consideration, in which case it is classified as a lease.

The company recognizes a right-of-use asset (lease asset) and a lease liability at the lease commencement date. The asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to restore the underlying asset, less any lease incentives received.

The lease asset is subsequently depreciated using the straight-line method from the commencement date to the end of the useful life of the right-of-use asset, considered to be indicated by the lease term. The lease asset is periodically adjusted for certain remeasurements of the lease liability and impairment losses (if any).

Lease liabilities

The lease liability is initially measured at the present value of outstanding lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Generally, the company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

-the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method and is remeasured when there is a change in future lease payments arising from a change in an index or rate or if the company changes its assessment of whether it will exercise a purchase, extension or termination option. A corresponding adjustment is made to the carrying amount of the right-of-use asset with any excess over the carrying amount of the asset being recognized in profit or loss.

Short term leases and leases of low-value assets

The company has elected not to recognize lease assets and lease liabilities for short-term leases (leases with a term of 12 months or less) and leases of low-value assets, including IT equipment. The company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Extension options

Extension options are applicable mainly to leased buildings. The company assesses whether it is reasonably certain to exercise the options at lease commencement and subsequently, if there is a change in circumstances within its control. Such assessment involves management judgment and estimate based on information at the time the assessments are made.

Extension options are included in the lease term when the company has an economic incentive to exercise the option. The company considers available evidence at the time of the assessment, including potential favorable terms upon extension, potential termination penalties, the relative costs associated with potential relocation or termination of the lease and the extent of leasehold improvements undertaken.

Additionally, the size and the relative importance of the leased premises as well as the availability of easily substitutable assets is taken into consideration when assessing whether the company has an economic incentive to extend a lease for which it holds an option to do so.

Impairment of fixed assets

Tangible and intangible fixed assets are assessed at each reporting date whether there is any indication of an impairment. If any such indication exists, the recoverable amount of the asset is estimated. The recoverable amount is the higher of value in use and net realisable value. If it is not possible to assess the recoverable amount for an individual asset, the recoverable amount is assessed for the cash-generating unit to which the asset belongs.

When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, an impairment loss is recognised for the difference between the carrying amount and the recoverable amount. If there is an impairment loss for a cash-generating unit, the loss is first allocated to goodwill allocated to the cash-generating unit. Any residual loss is allocated to the other assets of the unit pro rata to their carrying amounts.

Non-financial assets are reviewed for possible reversal of the impairment at each reporting date.

In such case, the carrying amount of the asset (or cash- generating unit) is increased to its recoverable amount, but not higher than the carrying amount that would have applied (net of depreciation) if no impairment loss had been recognised in previous years for the asset (or cash-generating unit).

Inventories

Inventories raw materials, consumables and goods for resale are measured at the lower of cost and net realisable value. Cost includes the expenses for acquisition or manufacture, plus other expenditure to bring the inventories to their present location and condition. Net realizable value is based on estimated selling price, less any future costs to be incurred for completion and disposal. This lower net realizable value is determined by individual assessment of the inventories.

Raw materials and consumables are carried at the lower of cost based on the weighted average prices, and market value.

Finished products are measured at cost on the basis of weighted average prices comprising cost of used raw materials and consumables and the other costs directly attributable to manufacture.

Other receivables

The accounting policies applied for the valuation of trade and other receivables are described under the heading 'Financial instruments'.

Cash and cash equivalents

Cash and cash equivalents are measured at nominal value and comprise cash on hand, deposits held on call with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. If cash and cash equivalents are not readily available, this fact is taken into account in the measurement.

Cash and cash equivalents denominated in foreign currencies are translated at the balance sheet date in the functional currency at the spot exchange rate applicable at that date. Reference is made to the accounting policies for foreign currencies.

Shareholder's equity

Issued financial instruments that are designated as equity instruments by virtue of the economic reality are presented under shareholders' equity. Payments to holders of these instruments are deducted from the shareholders' equity as part of the profit distribution.

Issued financial instruments that are designated as a financial liability by virtue of the economic reality are presented under liabilities. Interest, dividends, income and expenditure with respect to these financial instruments are recognised in the profit and loss as financial income or expense.

Share premium

Amounts contributed by the shareholder(s) of the Company in excess of the nominal share capital, are accounted for as share premium. This also includes additional capital contributions by existing shareholders without the issue of shares or issue of rights to acquire shares of the Company.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Provisions

A provision is recognised if the following applies:

Rights and obligations resulting from contracts under which neither party has performed any of its obligations or both parties have partially performed their obligations to an equal extent, are not recognised. Recognition occurs when the consideration to be received is not (or no longer) in balance with the performance obligation of the Company and this imbalance has adverse effects for the Company.

If the time value of money is material and the period over which the cash outflows are discounted is more than one year, provisions are measured at the present value of the best estimate of the cash outflows that are expected to be required to settle the liabilities and losses. The provisions are measured at nominal value if the time value of money is not material or if the period over which the cash outflows are discounted is no longer than one year.

(Non)-Current liabilities

The valuation of (non)-current liabilities is explained under the heading 'Financial instruments'.

Principles for the determination of the result

Revenue recognition

The Company usually recognizes revenue at the level of separate contracts. If it is necessary to reflect economic reality, revenue is recognized at the level of a group of contracts, for example where the Company has entered into several separate contracts, which have been negotiated as a total, separating the individual contracts in terms of pricing and profit margin that are closely related and are performed simultaneously or immediately after each other.

Amounts that the Company receives for its own account (as principal) are recognized as revenue. Amounts that the Company receives for third parties (as an agent) are not recognized as revenue. Revenues only include the gross increases in economic potential that the Company has received or has receivable for its own account.

The Company recognizes revenue for the amount to which the Company expects to be entitled in exchange for transferring promised goods or services, which is the transaction price. This amount excludes amounts received on behalf of third parties. The transaction price may consist of a fixed fee, a variable fee or a combination thereof. When determining the transaction price, the Company does not take credit risk into account. Any write-downs as a result of the credit risk are charged to the profit and loss account. In determining the transaction price, the Company assumes that the goods or services will be provided in accordance with the relevant agreement and that this agreement will not be cancelled, extended or otherwise modified. The Company measures a non-monetary consideration at fair value. When determining the transaction price, the Company takes into account, among other things, the effects of:

No revenue is recognized for all amounts received - or receivable - to which the Company does not expect to be entitled. The Company treats these received - or receivable - amounts in these cases as a repayment obligation. For the goods that are expected to be returned, the Company recognises a return asset, which is presented as an accrual.

The Company recognizes revenue per separate performance obligation. A performance obligation is a commitment in a contract to supply:

A promised good or promised service can be distinguished if the following criteria are met:

If two or more commitments in a contract by the Company to provide goods or services are indistinguishable separately, the commitments are combined into a combination of goods or services that are collectively distinct from other commitments in the agreement.

In the event of multiple performance obligations in a contract, the total transaction price is allocated to the performance obligations in proportion to the value of the performance obligations. The Company bases this value on the stand-alone selling price per performance obligation. If the standalone sales price is not known, the Company uses estimates.

The revenue recognition policy for each type of revenue or their combination is presented below.

Sale of goods

Revenue from the sale of goods is generated through the sale of hardware, e.g. Telematics Control Units ('TCU's'). Revenue from the sale of goods is recognized at a point in time in the profit and loss account when control has been transferred to the buyer, the amount of the revenue can be determined reliably, recovery of consideration is probable, the associated costs can be estimated reliably, and there is no continuing involvement with the goods.

The transfer of control varies according to the conditions of the relevant sales contract which usually follow the CIP 2010 Incoterms (Delivery shall be Carriage and Insurance Paid).

Services

Revenue from (software) services rendered is accounted for in net turnover at the fair value of the consideration received or receivable, net of allowances and rebates. Revenues from services rendered are recognized over time in the profit and loss account when the amount of the revenue can be determined reliably, collection of the related compensation to be received is probable, the extent to which the services have been performed on the balance sheet date can be determined reliably, and the costs already incurred and (possibly) yet to be incurred to complete the service can be determined reliably.

Revenue from installation services is recognized when the performance obligation is satisfied, which typically occurs at the point in time when the installation is completed, and the customer obtains control of the installed asset. The transaction price is allocated to the installation service based on its standalone selling price, separate from any other components of the contract.

Multiple-element arrangements

When products and services are offered as a bundle under one agreement or under a series of agreements that are commercially linked, the (estimated) total transaction price of the agreement is allocated to each of the identified 'distinct' performance obligations based on the relative stand-alone selling price of each element. Depending on their nature, the revenue from each of the 'distinct' performance obligations is recognized based on the applicable revenue recognition policy as described above.

Contract costs

Contract costs are capitalized only to the extent they are recoverable. The company does not capitalise costs to obtain multi-year contracts as they are deemed not significant. Where the amortization period of an asset recognized for the costs to obtain a contract is one year or less, the practical expedient to expense the costs has been used.

Cost of sales

The cost of sales consists of the cost of goods sold and delivered, consisting of direct use of materials and other direct production costs that can be attributed to the production.

Employee benefits and pensions

Employee benefits are charged to the profit and loss account in the period in which the employee services are rendered and, to the extent not already paid, as a liability on the balance sheet. If the amount already paid exceeds the benefits owed, the excess is recognised as a current asset to the extent that there will be a reimbursement by the employees or a reduction in future payments by the Company.

For benefits with accumulating rights, sabbatical leave and bonuses the projected costs are taken into account during the employment.

An expected payment resulting from bonus payments is recognised if the obligation for that payment has arisen on or before the balance sheet date and a reliable estimate of the liabilities can be made.

Dutch pension plans

The company operates various defined contribution plans. Contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction of future payments is available. There are no additional commitments other than future premium increases.

Interest income and similar income and interest expense and similar charges

Interest income is recognised in the profit and loss account on an accrual basis, using the effective interest rate method. Interest expenses and similar charges are recognised in the period to which they belong.

Corporate income tax

Corporate income tax comprises the current and deferred corporate income tax payable and deductible for the reporting period. Corporate income tax is recognised in the profit and loss account.

Current tax comprises the expected tax payable or recoverable on the taxable profit or loss for the financial year, calculated using tax rates enacted or substantively enacted at the reporting date, and any adjustments to tax payable in respect of previous years.

If the carrying amount of assets and liabilities for financial reporting purposes differ from their values for tax purposes (tax base), this results in temporary differences.

For taxable temporary differences, a provision for deferred tax liabilities is recognised.

For deductible temporary differences, available tax losses and unused tax credits, a deferred tax asset is recognised, but only to the extent that it is probable that future taxable profits will be available for set-off or compensation.

Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised.

For taxable temporary differences related to group companies, foreign branches, associates and interests in joint ventures, a deferred tax liability is recognised, unless the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

For deductible temporary differences regarding group companies, foreign branches, associates and interests in joint ventures, a deferred tax asset is only recognised in so far as it is probable that the temporary difference will reverse in the foreseeable future and that taxable profit will be available to offset the temporary difference can be utilised.

Deferred tax assets and deferred tax liabilities are offset in the balance sheet if the Company has a legally enforceable right to offset current tax assets against current tax liabilities, insofar as they relate to the same financial year and deferred tax assets relate to income taxes levied by the same tax authority on the same taxable Company, or the same fiscal unity.

The measurement of deferred tax liabilities and deferred tax assets is based on the tax consequences following from the manner in which the Company expects, at the balance sheet date, to realise or settle its assets, provisions, debts and accrued liabilities. Deferred tax assets and liabilities are measured at nominal value.

Fiscal unity

The company forms part of a fiscal unity with other Dutch entities for Dutch tax purposes together with Bridgestone Mobility Solutions B.V. Taxes are settled within this fiscal unity as if each company were an independent taxable entity.

Pillar 2 - Global minimum top-up tax

For the current year (2023) the company has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred.

The mandatory exception applies retrospectively. However, because no new legislation to implement the top-up tax was enacted or substantively enacted at 31 December 2022 in any jurisdiction in which the group operates and no deferred tax was recognised at that date, the retrospective application has no impact on the financial statements.

Related parties

Transactions with related parties are disclosed if they have not been entered into at arm's length. Disclosed are the nature and amounts involved with such transactions, and other information that is deemed necessary for an insight into the transactions.

Subsequent events

Events that provide further information on the actual situation at the balance sheet date and that appear before the financial statements are being prepared, are recognised in the financial statements.

Events that provide no information on the actual situation at the balance sheet date are not recognised in the financial statements. When those events are relevant for the economic decisions of users of the financial statements, the nature and the estimated financial effects of the events are disclosed in the financial statements.

Notes to the specific items of the balance sheet

1. Tangibe fixed assets

Impairment loss

No impairment of fixed assets was identified during the accounting period.

Rental assets

The rental assets relate to hardware that is installed in the vehicles or trailers of customers. The company retains ownership of the rental assets.

Right of use assets (leased vehicles)

The company leases vehicles for qualifying employees with a standard lease term of 4 years. The company does not purchase or guarantee the value of leased vehicles. At the end of the year, the company had no outstanding options to extend lease contracts.

Lease payments are in substance fixed and the company had no leases which contained variable lease payments

Lease liabilities

The maturity of the lease liabilities is as follows:

The total interest expense on lease liabilities in 2023 was €5 thousand (2022: €5 thousand).

The total cash outflow from leases totals €600 thousand (2022: €355 thousand).

2. Trade and other receivables

Trade receivables

All receivables are expected to be recovered within a year.

Receivables from shareholders

Interest is charged on overdue receivables based on the applicable 1 month interbank offered rate plus 0.25% (2022: 0.25%). There is no specific repayment period and the amounts are presented as current.

Receivables from other group companies

Receivables from other group companies relates to a receivable position with Bridgestone South Africa Commercial (Pty) Ltd. Interest is charged on overdue receivables based on the applicable 1 month interbank offered rate plus 0.25% (2022: 0.25%). There is no specific repayment period and the amounts are presented as current.

Other receivables, prepayments and accrued income

The carrying amount of the other receivables and prepayments approximates their fair value and usually has a remaining term within one year.

Withholding tax receivable per December 2022 related to withholding taxes receivable in Germany, which was received in 2023.

The Company recognized a reimbursement asset in relation to compensation from its parent company for trade receivables which are not expected to be recoverable.

Accrued income mainly relates to revenue to be invoiced (net of allowance for doubtful debts) and is expected to materialize within one year.

3. Cash and cash equivalents

Cash and cash equivalents comprise of deposits held on call with banks which are available for immediate use. The carrying amount of cash and cash equivalents approximates their fair value.

4. Shareholder's equity

Issued share capital

At 31 December 2023 and 31 December 2022, the company's issued and fully paid share capital was €100 comprising of 10,000 ordinary shares with a par value of €0.01 per share. No special rights, restrictions and other conditions are attached to the ordinary shares.

Share premium

The share premium concerns the income from the issuing of shares in so far as this exceeds the nominal value of the shares (above par income). The share premium of the company at 31 December 2023 was €12,941 thousand (31 December 2022: €12,941 thousand).

Foreign currency translation reserve

Exchange gains and losses arising from the translation of the functional currency of foreign operations to the reporting currency of the parent are accounted for in this legal reserve. In the case of the sale of a participating interest, the associated accumulated translation differences are transferred to the profit and loss account, and presented therein as part of the result on the sale. The foreign currency translation legal reserve of EUR €20 thousand relates to investments Australia, Switzerland, United Kingdom and South Africa.

Undistributed result

Appropriation of profit of 2022

The financial statements for the reporting year 2022 have been adopted by the General Meeting on 1 September 2023. The General Meeting has adopted the appropriation of profit after tax for the reporting year 2022 to be added to equity. Later on during the year it was decided to distribute interim divided in accordance with the result of 2022.

Proposal for profit appropriation 2023

With the approval of the General Meeting, the Management Board proposes to distribute dividend in accordance with the net result for the year.

The Company can only make payments to the shareholders and other parties entitled to the distributable profit in so far as (1) the Company can continue to pay its outstanding debts after the distribution (the so-called distribution test), and (2) the shareholders' equity exceeds the legal reserves and statutory reserves under the articles of association to be maintained (the so-called balance sheet test). If not, management of the Company shall not approve the distribution. Preliminary tests carried out by management revealed no indications that the proposed distribution of dividend will not be possible, but these tests have to be finalized (and management has to approve the distribution) prior to the actual payment of the dividend.

5. Non-current liabilities

Reference is made to disclose note 1 for more information on lease liabilities.

6. Current liabilities

Payables to shareholders

Interest is charged on overdue payables based on the applicable 1 month interbank offered rate plus 0.25% (2022: 0.25%). There is no specific repayment period and the amounts are presented as current.

Payables to other group companies

Payables to other group companies relates to a payable position with Webfleet Solutions Development Germany GmbH. Interest is charged on overdue payables based on the applicable 1 month interbank offered rate plus 0.25% (2022: 0.25%). There is no specific repayment period and the amounts are presented as current.

Lease liabilities

Reference is made to disclose note 1 for more information on lease liabilities.

Accruals and other liabilities

The repayment of the accruals and other liabilities is expected to occur in the subsequent financial year.

7. Financial instruments

The company holds the following financial instruments for which additional disclosures are provided in the notes as indicated:

FINANCIAL RISK MANAGEMENT

General

During the normal course of business, the Company uses various financial instruments that expose it to market, currency, interest, cash flow, credit and liquidity risks. To control these risks, the Company has instituted a policy including a code of conduct and procedures that are intended to limit the risks of unpredictable adverse developments in the financial markets and thus for the financial performance of the Company.

Credit risk

Credit risk arises principally from the Company loans and receivables presented under trade and other receivables as well as cash.

The company's exposure from its customers is managed through establishing proper credit limits and continuous credit risk assessments for each individual customer. Procedures include aligning credit and trading terms and conditions with an assessment of the individual characteristics and risk profile of each customer. This assessment is made based on past experiences and independent ratings from external rating agencies whenever available. The company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. Management actively monitors the credit risk related to these customers and takes proactive action to reduce credit limits if required.

Liquidity risk

Liquidity risk is the risk that we will not be able to meet our financial obligations associated with financial instruments as they become due. Actions by counterparties who fail to fulfil their obligations may impact our cash flow and liquidity.

Our approach to managing liquidity is to ensure that we have sufficient funds to meet our financial obligations when they fall due under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. An adequate liquidity position is maintained via continuously monitoring forecasted and actual cash flows and matching the maturity profiles of financial assets and liabilities.

All financing needs of the company are fulfilled by its parent company.

Foreign currency risk

The company operates internationally and conducts business in multiple currencies, including the euro, the pound sterling, the Australian dollar and some other currencies. Nevertheless the company has limited foreign currency exposure as the company and each of its respective branches conclude transactions primarily in their respective functional currency.

Trade accounts receivable include amounts denominated in the following major currencies:

Interest rate risk

Interest rate risk is not significant to the company.

Off-balance sheet assets and liabilities

Following the adoption of IFRS 16 operating lease contracts are reflected in the balance sheet as lease liabilities.

Based on available information, there were no other contingencies that management expects to have a material effect on the company's financial position as of 31 December 2023.

Notes to the specific items of the consolidated profit and loss account

8. Revenue from contracts with customers

Revenue consists solely of revenue from contracts with customers. The following table presents the breakdown of the company's revenue by type:

9. Cost of sales

The cost of sales consists of the cost of goods sold and delivered, consisting of direct use of materials and other direct production costs that can be attributed to the production.

10. Selling and distribution expenses

Reference is made to disclosure note 12 on personnel expenses. For a breakdown of the other selling and distribution expenses, reference is made to the table below

11. Research and development expenses

Research and development expenses mainly relates to R&D activities performed for tyre related solutions. The R&D activities of Webfleet are mainly performed at group (Bridgestone Mobility Solutions B.V.) level.

12. General and administrative expenses

Reference is made to disclosure note 12 on personnel expenses.

13. Personnel expenses

Other personnel expenses include costs of secondary benefits such as health insurance, sales commissions and bonuses.

Pension scheme

The company has various pension schemes based on the mandatory requirements in that specific country. In most countries, the legal pension schemes are supplemented by additional pension schemes in line with the specific requirements in the respective country. The company's pension plans are all classified as defined contribution plans, limiting the employer's legal obligation to the amount it agrees to contribute during the period of employment.

The average pension contribution totals 6.8% in 2023. The pensionable salary is in accordance with the social security contribution threshold and ceilings of that particular country. In the Netherlands, the pensionable salary is capped at €128k.

The related accrued entitlements are always fully financed in the related calendar year through - at least - cost effective contribution payments. Based on the funding ratio the company has no commitment to make additional contributions to any of the pension plans in place.

Remuneration of the Management Board

Members of the Management Board are employed by the parent company and receive no remuneration from the company. There are no other employees designated as key management other than the Management Board. The remuneration of the Management Board is not recharged to the subsidiaries, including Webfleet Solutions Sales B.V.

Average number of employees

At 31 December 2023, the company had 268 employees (2022: 262), out of which 172 (2022: 155) are employed outside the Netherlands. The average number of employees (in FTE equivalent) for the reporting period was 263 (2022: 253), spread across the following functional areas:

14. Interest income and similar income

15. Taxation

The activities of the company are subject to corporate income tax in several countries via the branch offices, depending on presence and activity. The applicable statutory tax rates vary between 19% and 32%. This, together with permanent differences, causes the effective tax rate (29,5%) to differ from the Dutch corporate tax rate (25,8%).

The numerical reconciliation between the applicable and the effective tax rate is as follows:

Pillar 2 - Global minimum top-up tax

The group operates in Japan, which has enacted new legislation to implement the global minimum top-up tax. The group does not expect any material impact to be subject to the top-up tax in relation to its operations. Besides, the newly enacted tax legislation in Japan is only effective from 1 April 2024, there is no current tax impact for the year ended 31 December 2023.

16. Related party transactions

In the normal course of business, the company purchases hardware and services from its parent company Bridgestone Mobility Solutions B.V. which accounts for the majority of the cost of sales. These transactions are conducted on an arm's length basis. In addition, interests are charged on receivables from and payables to shareholders and other group companies. when they have not been settled after the due dates. There are no transactions outside the normal course of business.

17. Auditor's renumeration

The following fees were accrued for services provided by KPMG Accountants N.V. to the Company, its subsidiaries and other consolidated companies, as referred to in Section 2:382a(1) and (2) of the Dutch Civil Code.

The fees mentioned in the table for the audit of the financial statements relate to the total fees for the audit of the financial statements, irrespective of whether the activities have been performed during the financial year. KPMG was appointed as auditor as of 2023.

16. Subsequent events

No subsequent events occurred that requires a further disclosure.

Other information

Statutory provision with respect to appropriation of results

According to article 14.1 of the company's Articles of Association, the company's result is freely at the disposal of the shareholders, provided that total shareholders' equity exceeds the called-up and paid-up capital of the company, increased by legal and statutory reserves.

List of branches

The company operates through the following branches in various countries in EMEA and Asia Pacific region:

Auditor's report

Reference is made to the auditor's report accompanying this document.

Independent auditor's report

To: the General Meeting of Webfleet Solutions Sales B.V.

Report on the audit of the financial statements included in the annual report

Our opinion

We have audited the financial statements 2023 of Webfleet Solutions Sales B.V., based in Amsterdam.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of Webfleet Solutions Sales B.V. as at 31 December 2023, and of its result for the year 2023 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.

We are independent of Webfleet Solutions Sales B.V. in accordance with the 'Wet toezicht accountantsorganisaties' (Wta, Audit firms supervision act), the 'Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten' (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the 'Verordening gedrags- en beroepsregels accountants' (VGBA, Dutch Code of Ethics).

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in respect of fraud and noncompliance with laws and regulations and going concern was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information in support of our opinion

Audit response to the risk of fraud and non-compliance with laws and regulations

In paragraph 'Significant risks and risk response' of the management's board report, the management board describes its procedures in respect of the risk of fraud and non-compliance with laws and regulations.

As part of our audit, we have gained insights into the Company and its business environment and the Company's risk management in relation to fraud and non-compliance. Our procedures included, among other things, assessing the Company's code of conduct and whistleblowing procedures. Furthermore, we performed relevant inquiries with management and other relevant functions, such as the Legal Counsel. We have also incorporated elements of unpredictability in our audit, such as making use of new journal entry routines during our journal entry testing compared to the previous auditor of the company, performing additional substantive procedures related to the cut-off of Sales of Goods and Rendering of services revenue, and involved forensic specialists in our audit procedures.

As a result from our risk assessment, we identified the following laws and regulations as those most likely to have a material effect on the financial statements in case of non-compliance:

Based on the above and on the auditing standards, we identified the following presumed risks that are relevant to our audit, and responded as follows:

Management override of controls (a presumed risk)

Risk:

Management is in a unique position to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively.

Responses:

Recognition of revenue from Sales of Goods and from Rendering of Services (a presumed risk)

Risk:

We identified a fraud risk in relation to the recognition of revenue from Sales of Goods and from Rendering of Services. This risk inherently includes the fraud risk that management deliberately overstates revenue in the cut-off period, as management may feel pressure to achieve planned results for the current year.

Responses:

We communicated our risk assessment, audit responses and results to the management board.

Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and noncompliance that are considered material for our audit

Audit response to going concern

The management board has performed its going concern assessment and has not identified any going concern risks. To assess the management board's assessment, we have performed, inter alia, the following procedures:

The outcome of our risk assessment procedures did not give reason to perform additional audit procedures on management's going concern assessment.

Report on the other information included in the annual report

In addition to the financial statements and our auditor's report thereon, the annual report contains other information.

Based on the following procedures performed, we conclude that the other information:

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less than the scope of those performed in our audit of the financial statements.

The Management Board is responsible for the preparation of the other information, including the management's board report, in accordance with Part 9 of Book 2 of the Dutch Civil Code, and other information as required by Part 9 of Book 2 of the Dutch Civil Code.

Description of the responsibilities for the financial statements

Responsibilities of the Management Board for the financial statements

The Management Board is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Management Board is responsible for such internal control as the Management Board determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the Management Board is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting framework mentioned, the Management Board should prepare the financial statements using the going concern basis of accounting unless the Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Management Board should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all material errors and fraud during our audit.

Misstatements can arise from fraud or errors 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 the financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgement and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:

We communicate with the management board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.