Sentinel Performance Solutions Ltd. Deutschland

Sentinel Performance Solutions Ltd. Deutschland

Köln

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013

Registered Number : 5433529

CONTENTS

Directors' Report

Directors' Responsibilities Statement

Independent Auditor's Report

Income Statement

Balance Sheet

Cashflow Statement

Notes to the Financial Statements

DIRECTORS' REPORT

The Directors present their report, together with the financial statements and auditor's report, for the year ended 31 March 2013. The comparatives are for the 15 month period from 1 January 2011 to 31 March 2012 ("2012").

PRINCIPAL ACTIVITY

The principal activity of the Company is the sale of products for the cleaning and protection of domestic wet heating systems.

BUSINESS REVIEW

The Company has performed well during the year, driven by the success of new products and continued geographic expansion. The Company is managed as part of the Sentinel Performance Solutions Group Limited ("Group"). As a consequence the Group's financial statements provide a more comprehensive Business Review.

Key Performance Indicators

^* Growth percentage is annualised for the Total Sales KPI and Cash Generated by Operations KPI.

The results for the period are set out in the income statement on page 8. The profit attributable to equity shareholders was £1,227,000 (2012 - £615,000).

FUTURE DEVELOPMENTS

Commercial activity will continue to focus on developing sales both geographically and through the introduction of new products. The Directors do not recommend a dividend payment (2012 - £nil).

DIRECTORS

The Directors, who served during the period and thereafter were as follows:

G Roebuck

A Lumley

COMPANY SECRETARY

The Company secretary is A Lumley.

SUPPLIER PAYMENT POLICY

The Company's policy is to settle terms of payment with suppliers when agreeing the terms of each transaction, ensure that suppliers are made aware of the terms of payment and abide by the terms of payment.

Trade creditors of the Company at 31 March 2013 were equivalent to 31 days' purchases, based on the average daily amount invoiced by suppliers during the period (31 March 2012: 12 days' purchases).

RESEARCH AND DEVELOPMENT

During the period, the Company incurred research and development costs of £374,000 (15 months ended 31 March 2012 - £379,000).

CHARITABLE AND POLITICAL CONTRIBUTIONS

During the year the Company made no charitable donations (2012: nil)

The Company made no political contributions in the year (2012: nil).

GOING CONCERN

Note 26 to the financial statements includes: the Company's objectives and policies for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

Following the purchase of the business by Electra Partners LLP and the subsequent financing put in place in April 2011, Sentinel Performance Solutions Group Limited and its subsidiaries (together "the Group") are guarantors to the banking facility of Zebramarsh Limited, a 100% subsidiary of the Company. This facility runs to March 2017. Under the terms of the banking facility, the Group are required to meet specified covenants and restrictions, which apply to the Group as a whole and which are customary to such facilities.

The Group is dependent for its day to day funding requirements on the facility and hence its continuation is fundamental to the Group's ability to pay its liabilities as they fall due. The Directors have reviewed budgets and forecasts for the banking Group as a whole against the required covenants of the facility for the period up to 30 September 2014. These budgets and forecasts indicate that, provided the Group performs substantially in line with their expectations, the Group will conform with all covenants as they apply at each measurement date over the period. One of the key assumptions inherent in the Group's forecast cash flows is in relation to the timing and extent of sales of a relatively new product range. Given the limited track record of this product range to date and the anticipated additional sales channels going forward, there is inherent uncertainty in the forecast volumes for this product. Notwithstanding that, the Directors believe the forecasts to reflect their view of the most likely timing and quantum of sales and therefore the Directors are confident that the Group will be able to trade within its current facilities and covenants for the foreseeable future.

In reaching this conclusion, the Directors have paid particular attention to forecast covenant metrics for the next 12 months. No covenant breaches are anticipated in the forecast period. The directors monitor working capital very closely on a day to day basis and believe, based on past experience, that if unexpected circumstances arose and cash levels needed to be managed in order to ensure covenant compliance, there would be sufficient options available to them (such as incentivising customers to pay early and deferring capital spend) to maximise the levels of cash available in the business at the covenant measurement dates to mitigate the risk of any covenant breaches.

As a result of above assessment, the Directors are satisfied that the use of the going concern assumption is appropriate for the Group and as such have prepared the accounts on a going concern basis.

FINANCIAL RISK MANAGEMENT

The financial risks affecting the Company, and the measures taken to mitigate these risks, are as follows:

AUDITOR

Each of the persons who is a Director of the Company at the date of approval of this report confirms that:

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Deloitte LLP have indicated their willingness to continue in office as auditor and appropriate arrangements are being made for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

DIRECTORS' RESPONSIBILITIES STATEMENT

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 International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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, International Accounting Standard 1 requires that directors:

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.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SENTINEL PERFORMANCE SOLUTIONS LIMITED

We have audited the financial statements of Sentinel Performance Solutions Limited for the year ended 31 March 2013 which comprise the Income Statement, the Statement of Comprehensive Income, the Balance sheet, the Cashflow statement, and the related notes 1 to 27. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

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

Respective responsibilities of Directors and auditor

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's and the parent Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.

In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion:

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

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:

INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2013 ("2013")

PRIOR PERIOD FROM 1 JANUARY 2011 TO 31 MARCH 2012 ("2012")

Notes 1 to 27 form an integral part of these accounts.

There are no items of other comprehensive income in the current year or the prior period other than the profit for the current year and prior period shown above and accordingly no separate statement of comprehensive income has been presented.

The sales and profit on ordinary activities for the year and the prior period all derive from continuing activities.

BALANCE SHEET AS AT 31 MARCH 2013 ("2013")

The notes on pages 11 to 25 form an integral part of these accounts.

The financial statements of Sentinel Performance Solutions Limited (registered number 5433529) were approved by the Board of Directors and authorised for issue on 24 July 2013 and were signed on its behalf by :

CASHFLOW STATEMENT FOR THE YEAR TO 31 MARCH 2013 ("2013")

PRIOR PERIOD FROM 1 JANUARY 2011 TO 31 MARCH 2012 ("2012")

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013

PRIOR PERIOD FROM 1 JANUARY 2011 TO 31 MARCH 2012 ("2012")

1A GENERAL INFORMATION

Sentinel Performance Solutions Limited is a Company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on page 26.

1B ADOPTION OF NEW AND REVISED STANDARDS

The following new and revised Standards and Interpretations have been adopted in the current period or will be adopted in future periods. Their adoption has not had any nor is expected to have any significant impact on the amounts reported in these financial statements with the exception of IFRS 13 Fair Value Measurement, which is expected to affect the Group's financial instrument valuations.

1 C CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts 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 period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Company's accounting policies

The following are the critical judgements, apart from that involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

Going Concern

Note 26 to the financial statements includes: the Company's objectives and policies for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

Following the purchase of the business by Electra Partners LLP and the subsequent financing put in place in April 2011, Sentinel Performance Solutions Group Limited and its subsidiaries (together "the Group") are guarantors to the banking facility of Zebramarsh Limited, a 100% subsidiary of the Company. This facility runs to March 2017. Under the terms of the banking facility, the Group are required to meet specified covenants and restrictions, which apply to the Group as a whole and which are customary to such facilities.

The Group is dependent for its day to day funding requirements on the facility and hence its continuation is fundamental to the Group's ability to pay its liabilities as they fall due. The Directors have reviewed budgets and forecasts for the banking Group as a whole against the required covenants of the facility for the period up to 30 September 2014. These budgets and forecasts indicate that, provided the Group performs substantially in line with their expectations, the Group will conform with all covenants as they apply at each measurement date over the period. One of the key assumptions inherent in the Group's forecast cash flows is in relation to the timing and extent of sales of a relatively new product range. Given the limited track record of this product range to date and the anticipated additional sales channels going forward, there is inherent uncertainty in the forecast volumes for this product. Notwithstanding that, the Directors believe the forecasts to reflect their view of the most likely timing and quantum of sales and therefore the Directors are confident that the Group will be able to trade within its current facilities and covenants for the foreseeable future.

In reaching this conclusion, the Directors have paid particular attention to forecast covenant metrics for the next 12 months. No covenant breaches are anticipated in the forecast period. The directors monitor working capital very closely on a day to day basis and believe, based on past experience, that if unexpected circumstances arose and cash levels needed to be managed in order to ensure covenant compliance, there would be sufficient options available to them (such as incentivising customers to pay early and deferring capital spend) to maximise the levels of cash available in the business at the covenant measurement dates to mitigate the risk of any covenant breaches.

As a result of above assessment, the Directors are satisfied that the use of the going concern assumption is appropriate for the Group and as such have prepared the accounts on a going concern basis.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Revenue recognition

In the normal course of business, the Company incentivises customers to make purchases through the use of rebate arrangements. At each financial period end, the Directors must make estimates of the amounts payable under these arrangements, taking into account the cumulative sales by customer at the balance sheet date and the estimated sales to the end of the rebate period.

Intangible assets and Impairment

On acquisition of the business the Directors valued purchased intangible assets ("intangibles") which include brands, customer lists and trade secrets, using a variety of methodologies, many of which required the Directors to make assumptions regarding the future profitability of, and future cashflows arising from, the business generated by those assets. Following acquisition of the Company by the Sentinel Performance Solutions Group in the prior period the Directors carried out an impairment review of the intangibles since an impairment was made in the Group accounts. In performing this review the Directors made significant assumptions and judgement in determining the value of anticiapted future cash flows. During the current year the Directors again carried out an impairment review following the impairment made in the Group accounts in the prior period. As a result of carrying out these reviews the Directors are of the opinion that no impairment is required (2012: £nil).

2 ACCOUNTING POLICIES

(A) BASIS OF ACCOUNTING

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs). The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.

(B) EXEMPTION FROM CONSOLIDATION

The Company has taken the available exemption from consolidation as it is included within the consolidated IFRS financial statements of Sentinel Performance Solutions Group Limited, a company incorporated in the United Kingdom. Copies of the financial statements for Sentinel Performance Solutions Group Limited are available from Companies House, Crown Way, Maindy, Cardiff CF14 3UZ.

(C) GOODWILL

Goodwill arising on acquisition represents the excess of the cost of acquisition over the Company's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. On acquisition, goodwill is allocated to the relevant cash generating unit. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss and is not subsequently reversed.

Goodwill is tested for impairment annually, or more frequently when there is an indication that it may be impaired. An impairment loss recognised for goodwill is not reversed in a subsequent period.

(D) REVENUE RECOGNITION

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, rebates, VAT and other sales-related taxes.

Revenue from the sale of goods is recognised when goods are delivered and the risks and rewards of ownership have passed to the buyer.

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably.

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established.

(E) LEASING

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. At both the current year end and the prior period end the company did not have any finance leases.

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.

Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term.

(F) FOREIGN CURRENCIES

The financial statements of the Company are presented in the currency of the primary economic environment in which it operates (its functional currency), which is pounds sterling.

In preparing the financial statements, transactions in currencies other than pounds sterling (foreign currencies) are recorded at the average rate of exchange for the period. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise.

(G) BORROWING COSTS

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

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

(H) RETIREMENT BENEFIT COSTS

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

(I) TAXATION

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet 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 period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(J) PROPERTY, PLANT & EQUIPMENT

Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method, on the following bases:

Assets in the course of construction are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Company's accounting policy. Depreciation on these assets commences when the assets are ready for their intended use.

(K) OTHER INTANGIBLE ASSETS

An internally-generated intangible asset is recognised only if all of the following conditions are met:

Customer relationships have been valued based on the present value of future cashflows.

Amortisation is charged so as to write off the cost or valuation of assets, other than goodwill, over their estimated useful lives, using the straight-line method, on the following bases:

Other intangible assets arising on acquisition are recognised at fair value at the acquisition date.

(L) IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL

At each balance sheet 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). An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cashflows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cashflows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

(M) INVENTORIES

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the FIFO method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

(N) FINANCIAL INSTRUMENTS

Financial assets

Investments are recognised and derecognised on trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as fair value through profit or loss which are initially measured at fair value.

Subsequent to initial recognition, investments in subsidiaries are measured at cost.

Other financial assets are classified into the following specified categories : financial assets as 'at fair value through profit or less', 'held-to-maturity investments', 'available-for-sale' financial assets and 'loans and receivables'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Derivative Financial Instruments

The Company does not generally enter into derivative financial instruments.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value at each reporting date. The resulting gain or loss on such instruments is recognised in profit or loss immediately. Hedge accounting is not applied.

Derivatives not designated into an effective hedge relationship are classified as a current asset or current liability.

Loans and Receivables

Trade receivables and cash and cash equivalents are classified as 'loans and receivables' and are measured at cost less impairment.

Cash and cash equivalents comprise cash on hand 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.

Impairment of financial assets

Financial assets, other than derivatives, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cashflows of the investment have been impacted. For trade receivables the amount of the impairment is the difference between the asset's carrying amount and the present value of estimated future cashflows.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit and loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

F inancial instruments issued by the Company Equity instruments

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss' or other financial liabilities. The Company's financial liabilities at fair value through profit of loss include only derivatives, the accounting policy in respect of which is described above.

Other financial liabilities

Other financial liabilities are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate, a shorter period.

Derecognition of financial liabilites

The Company derecognises financial liabilities when, and only when, the company's obligations are discharged, cancelled or expire.

(O) INVESTMENTS IN SUBSIDIARIES

Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.

3 SEGMENTAL REPORTING

In the opinion of the Directors, disclosure of segmental analysis would be seriously prejudicial to the interests of the Company. Consequently, this analysis has not been disclosed. As an unlisted Company, the Company has taken the exemption from applying the requirements of IFRS 8 'Segment Reporting'.

4 EMOLUMENTS OF DIRECTORS

Only the Directors are considered to be key management personnel, as defined in IAS 24.

Directors' emoluments paid by the Company during the year ended 31 March 2013 amounted to £ nil (2012: £ nil) as such emoluments are borne by other company's within the group. The Company was charged £460,745 (2012: £ nil) during the year in respect of these services, including a charge relating to the prior period.

5 EMPLOYEES

6 FINANCE COSTS (NET)

7 PROFIT BEFORE TAX

8 TAXATION ON PROFIT ON ORDINARY ACTIVITIES

The relationship between the expected tax expense based on the applicable tax rate of the Company at 24% (2012: 26%) and the tax expense actually recognised in the income statement can be reconciled as follows:

The Finance Bill 2012, which was substantively enacted in July 2012, included provisions to reduce the rate of corporation tax to 23% with effect from 1 April 2013. Accordingly, as this legislation was substantially enacted by 31 March 2013, deferred tax balances have been revalued to the lower rate of 23% in these accounts. Legislation will be introduced in Finance Bill 2013 to reduce the main rate of Corporation tax to 21% and 20% for the financial years commencing 1 April 2014 and 1 April 2015 respectively.

Please refer to note 12 for information on deferred tax assets and liabilities.

9 INTANGIBLE ASSETS - GOODWILL

10 INTANGIBLE ASSETS - OTHER

11 PROPERTY, PLANT & EQUIPMENT

Assets Under Development at 31 March 2012 and 31 March 2013 represented the costs incurred to date in tooling, not yet complete at year/period end.

12 DEFERRED TAX LIABILITIES

The following are the major deferred tax liabilities recognised by the Company and movements thereon during the current year and prior period.

The following is the analysis of the deferred tax balances for financial reporting purposes:

There were no unprovided deferred tax assets or liabilities at 31 March 2013 (31 March 2012 - £ nil).

13 INVENTORIES

In the opinion of the Directors, there is no material difference between the carrying value of stocks and their replacement cost.

14 OTHER FINANCIAL ASSETS

Trade and Other Receivables

The average credit period taken on sales of goods is 67 days (2012 - 63 days).

No amount has been provided for estimated irrecoverable amounts from the sale of goods, since there has been no history of material write-offs (2012: £nil).

In determining the quality of the trade receivables, the Company considers any change in the credit quality of the trade receivables from the date credit was initially granted up to the reporting date. The Company undertakes the majority of its trade with a small number of key customers. To manage credit risk, credit checks are performed prior to the granting of credit, and credit limits are set within the recommendations provided by Dun & Bradstreet. Accordingly the Directors believe that there is no general credit provision required.

A specific bad debt reserve of £30,000 is in place (year ended 31 March 2013 - £86,000).

A reserve for claims settlement is also in place, based on a percentage of all outstanding items over 30 days past due. As of 31 March 2013, the balance of this reserve was £9,000 (2012: £10,000).

Included in the Company's trade receivable balance are debtors with a carrying amount of £136,000 (2012: £440,000) which were past due at the reporting date for which the Company did not provide as there had not been a significant change in credit quality and the Company believed that the amounts were still considered recoverable. The Company did not hold any collateral over these balances. The average age of these receivables is 46 days (2012: 41 days).

The Directors consider that the carrying amount of trade and other receivables approximates their fair value. Ageing of past due but not impaired receivables

Movement in the allowance for doubtful debts.

15 PREPAID AND DEFERRED EXPENSES

16 TRADE AND OTHER FINANCIAL LIABILITIES

Trade and Other Payables

Trade creditors principally comprise amounts outstanding for trade purchases and ongoing costs.

Trade creditors of the Company at 31 March 2013 were equivalent to 31 days (2012: 12 days) purchases, based on the average daily amount invoiced by suppliers during the period.

The Directors consider that the carrying amount of trade payables approximates to their fair value.

Accruals

Accruals principally comprise rebates payable to customers under the related rebate arrangements.

17 SHARE CAPITAL

The Company has one class of ordinary shares which carry no right to fixed income.

In the prior period, options were exercised under the Sentinel 2006 Share Option scheme for 266 ordinary shares of the Company.

18 SHARE PREMIUM ACCOUNT

19 RESERVES

20 RECONCILIATION OF MOVEMENTS IN SHAREHOLDER'S FUNDS

21 NET CASH USED IN FINANCING ACTIVITIES

22 OPERATING LEASE COMMITMENTS

The Company has the following outstanding commitments for future minimum lease payments under non-cancellable operating leases for vehicles that fall due as follows:

Operating lease rentals represent rentals payable by the Company for certain of its motor vehicles.

23 PENSION COSTS

The Company participates in the Sentinel Performance Solutions Limited Group Stakeholder Pension Plan (the "Plan"), which is a defined contribution scheme. The contributions made by the Company over the financial year to the Plan were £74,000 (2012: £100,000).

Outstanding contributions at the balance sheet date to all pension arrangements amounted to £nil (31 March 2012: £nil). The pension charge for the period is given in Note 5.

24 INVESTMENTS IN SUBSIDIARIES

Details of the Company's subsidiaries at 31 March 2012 and 31 March 2013 are as follows :

The investments in subsidiaries are all stated at cost.

25 ULTIMATE CONTROLLING PARTY

The Company is a wholly-owned subsidiary of Zebramarsh Limited, a company incorporated in the United Kingdom with company number 07451669. As of the balance sheet date, the Directors regarded Electra Partners LLP, a manager of several funds which beneficially own the majority of the shares in Sentinel Performance Solutions Group Limited, as the ultimate controlling party.

The smallest and largest Group into which the Company's results are consolidated is the Group Financial statements of Sentinel Performance Solutions Group Limited.

Copies of the Group Financial statements of Sentinel Performance Solutions Group Limited can be obtained from Companies House, Crown Way, Maindy, Cardiff CF14 3UZ.

26 FINANCIAL INSTRUMENTS

Capital risk management

The Company manages its capital to ensure that it and its subsidiaries will be able to continue as going concerns while maximising the return to stakeholders. The capital structure of the Company consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in notes 17, 18 and 19.

Gearing ratio

The Company's board of Directors reviews the capital structure on an ongoing basis as part of the Sentinel Performance Solutions Group. As part of this review, the board considers the cost of capital and the risks associated with each class of capital. The Company does not have a target gearing ratio.

The gearing ratio at the year/period end is as follows:

Equity includes all capital and reserves of the Company attributable to equity holders of the Company.

Externally imposed capital requirement

The Company is not subject to externally imposed capital requirements, only those imposed on it as part of the Sentinel Performance Solutions Group Limited.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.

All financial instruments are level 1 instruments.

Financial risk management objectives

The Company's board of Directors monitor and manage the financial risks relating to the operations of the Company through regular consideration of risks. These include market risk (including currency risk, interest rate risk and price risk), credit risk, liquidity risk and cashflow risk.

On occasion the Company seeks to minimise the effects of these risks by using derivative financial instruments to hedge these risk exposures. The use of financial derivatives is governed by and approved by the board of Directors. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

Market risk

The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

Foreign currency risk management

The Company undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. The Company does not enter into forward foreign exchange contracts.

The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

Foreign currency sensitivity analysis

The Company is mainly exposed to the Euro currency.

The following table details the Company's sensitivity to a 10% increase and decrease in Pound Sterling against the Euro. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit and other equity where £Sterling weakens 10% against the Euro. For a 10% strengthening of Pound Sterling against the Euro, there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative.

The Company's sensitivity to foreign currency has remained consistent with the prior year.

Interest rate risk management

The Company is no longer exposed to interest rate risk as it no longer holds external debt.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company uses publicly available financial information and its own trading records to rate its major customers. The Company's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

As noted in note 14, the Company undertakes the majority of its trade with a small number of key customers. The Company monitors the credit quality of these customers and any changes are reflected in the carrying value of the related trade receivable.

The carrying amount of financial assets recorded in the financial statements represents the Company's maximum exposure to credit risk.

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of Directors, which has built an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cashflows and matching the maturity profiles of financial assets and liabilities.

27 RELATED PARTY TRANSACTIONS

In the preparation of these financial statements the directors have taken advantage of the exemption available under IAS 24 Related Party Disclosures and have not disclosed transactions with wholly-owned entities that are part of the same group.

Registered Office :

The Heath Business & Technical Park

Runcorn

Cheshire

WA7 4QX

UK

Tel : +44 (0) 1928 588330

Fax : +44 (0) 1928 588368

Registered No : 5433529