Company Registration No. 10431233 (England and Wales)
UBISECURE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
UBISECURE LIMITED
COMPANY INFORMATION
Directors
Mr Paul Tourret
Mr Steven Waite
Company number
10431233
Registered office
Unit L3/12
Vinters Business Park
New Cut Road
Maidstone
Kent
ME14 5NZ
Independent auditors
PricewaterhouseCoopers LLP
The Maurice Wilkes Building
St John's Innovation Park
Cowley Road
Cambridge
CB4 0DS
UBISECURE LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditors' report
3 - 6
Profit and loss account
7
Balance sheet
8
Notes to the financial statements
9 - 17
UBISECURE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 1 -
The directors present their annual report and audited financial statements for the year ended 31 December 2021.
Principal activities
The principal activity of the company was that of management services to its subsidiary.
Throughout 2021 we have continued to witness the unprecedented spread of Covid-19 and the subsequent impact it had and is still having on the world’s economy. Due to the nature of their core business, IAM and online LEI Issuer, the Company remains well positioned to continue to pursue growth during that time. Governments and businesses alike have had to change and adapt their business operations in order to cope with the implications of the Covid-19 pandemic, which have subsequently had a positive impact on the digital identity and cybersecurity space where the Company currently operates in. The Company continues to review the risks it may face with regard to the Covid-19 crisis, but is continuing to build on the success of 2021 in pursuit of growth in 2022.
The Directors have reviewed cash flow forecasts to December 2023, as part of it’s 2 year forecast, which indicates the company will be able to meet its liabilities as and when they fall due.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr Paul Tourret
Mr Steven Waite
Independent auditors
PricewaterhouseCoopers LLP were appointed as auditors to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditors
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditors are unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditors are aware of that information.
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr Paul Tourret
Director
30 June 2022
UBISECURE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
Statement of directors’ responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A, and applicable law).
Under company law, 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 the financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable United Kingdom Accounting Standards, comprising FRS 102 Section 1A have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also 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.
Directors’ confirmations
In the case of each director in office at the date the directors’ report is approved:
so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.
UBISECURE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UBISECURE LIMITED
- 3 -
Report on the audit of the financial statements
Opinion
In our opinion, Ubisecure Limited’s financial statements:
give a true and fair view of the state of the company’s affairs as at 31 December 2021 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A, and applicable law); and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which comprise: the balance sheet as at 31 December 2021; the profit and loss account for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
UBISECURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UBISECURE LIMITED
- 4 -
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' Report for the year ended 31 December 2021 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Directors' Report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors’ Responsibilities Statement in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
UBISECURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UBISECURE LIMITED
- 5 -
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of employment law, UK tax legislation and of data protection regulation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate accounting entries to manipulate the financial results. Audit procedures performed by the engagement team included:
Discussions with management and those charged with governance, including consideration of known or suspected instances of non-compliance with laws and regulations;
Reviewing minutes of meetings of those charged with governance;
Reviewing financial statement disclosures and testing to supporting documentation and correspondence, where appropriate, to assess compliance with applicable laws and regulations;
Identifying and testing journal entries, in particular postings with unusual account combinations and post year end manual adjustments; and
Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
UBISECURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UBISECURE LIMITED
- 6 -
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors’ remuneration specified by law are not made; or
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Entitlement to exemptions
Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: prepare financial statements in accordance with the small companies regime; take advantage of the small companies exemption in preparing the Directors' Report; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.
Lauren Dilrew (Senior Statutory Auditor)
For and on behalf of PricewaterhouseCoopers LLP
30 June 2022
Chartered Accountants and Statutory Auditors
Cambridge
UBISECURE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 7 -
Year
Year
ended
ended
31 December
31 December
2021
2020
Notes
£
£
Turnover
845,480
762,444
Administrative expenses
(1,096,547)
(1,020,682)
Operating loss
(251,067)
(258,238)
Interest receivable/(payable) and similar income/(expense)
4
14,260
(32,010)
Loss before taxation
(236,807)
(290,248)
Tax (charge)
5
(2,224)
Loss for the financial year
(236,807)
(292,472)
The accounting policies and notes on page 9 - 17 are an integral part of these financial statements.
UBISECURE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 8 -
2021
2020
Notes
£
£
£
£
Fixed assets
Tangible assets
6
14,665
Investments
7
11,437,567
11,437,567
11,452,232
11,437,567
Current assets
Debtors
8
291,722
188,806
Cash at bank and in hand
3,342
27,771
295,064
216,577
Creditors: amounts falling due within one year
9
(12,049,412)
(11,719,453)
Net current liabilities
(11,754,348)
(11,502,876)
Total assets less current liabilities
(302,116)
(65,309)
Capital and reserves
Called up share capital
10
100
100
Profit and loss reserves
(302,216)
(65,409)
Total equity
(302,116)
(65,309)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The accounting policies and notes on page 9 - 17 are an integral part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 30 June 2022 and are signed on its behalf by:
Mr Paul Tourret
Director
Company Registration No. 10431233
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 9 -
1
Accounting policies
Company information
Ubisecure Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit L3/12, Vinters Business Park, New Cut Road, Maidstone, Kent, ME14 5NZ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 6 'Statement of Changes in Equity and Statement of Income and Retained Earnings': Presentation of a statement of changes in equity and related notes and disclosures;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Ubisecure Holdings Limited. These consolidated financial statements are available from its registered office at Unit L3/12 Vinters Business Park, New Cut Road, Maidstone,Kent, England, ME14 5NZ.
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 10 -
After reviewing the Company’s Forecasts, Projections and Discounted Cash Analysis in view of its Investment in Ubisecure OY, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and meet any liabilities that may become due. Ubisecure Oy, which is 100% owned by Ubisecure Limited and the main trading entity of the Ubisecure Group has continued to deliver strong growth in 2021, increasing the revenue generated to £ 6.2m vs £ 4.6m in 2020. LEI (Legal Entity Identifier) issuance performance has led Ubisecure Oy to become the No.1 issuer of LEIs globally. Geographic expansion of the IAM (Identity Access Management) sales continued, reinforcing their position as a prominent European focussed CIAM provider, with a well established Nordic presence and leadership.
Throughout 2021 we have continued to witness the unprecedented spread of Covid-19 and the subsequent impact it had and is still having on the world’s economy. Due to the nature of their core business, IAM and online LEI Issuer, the Company was well positioned to continue to pursue growth during that time. Governments and businesses alike have had to change and adapt their business operations in order to cope with the implications of the Covid-19 pandemic, which have subsequently had a positive impact on the digital identity and cybersecurity space where the Company currently operates in. The Company continues to review the risks it may face with regard to the Covid-19 crisis, but is continuing to build on the success of 2021 in pursuit of growth in 2022 and beyond.
On the basis of the above, the Directors believe it is appropriate that the financial statements have been prepared on the going concern basis.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.
1.2
Turnover
The company's sole revenue stream is that of management services to its subsidiary.
Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for services provided, net of returns, discounts and rebates allowed by the Group and value added taxes.
The Company bases its estimate of returns on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
The Company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the buyer accepts delivery of the service; (c) the amount of revenue can be measured reliably; (d) it is probable that the future economic benefits will flow to the entity.
1.3
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computers
5 years straight line
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 11 -
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows 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 cash flows 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 (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) 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 (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, 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.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 12 -
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 13 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition 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 reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. There are none that would have a material impact on the financial statements.
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 14 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Total
17
13
The remuneration of the directors is paid by Ubisecure Holdings Limited, which makes no recharge to the company. It is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries. Accordingly, the above details include no remuneration in respect of the directors.
4
Interest (receivable)/payable and similar (income)/expenses
2021
2020
£
£
Interest payable to group undertakings
10,269
10,644
Exchange (gain)/loss on financing transactions
(26,705)
18,595
Other interest
2,176
2,771
(14,260)
32,010
5
Tax (charge)
2021
2020
£
£
Current tax
Adjustments in respect of prior periods
2,224
The 2020 charge relates to an adjustment following a loss carry back overprovision from year ended 31st December 2018. There was no other tax charge in 2020 as the company was in a loss position.
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 15 -
6
Tangible fixed assets
Computers
£
Cost
At 1 January 2021
Additions
16,138
At 31 December 2021
16,138
Depreciation and impairment
At 1 January 2021
Depreciation charged in the year
1,473
At 31 December 2021
1,473
Carrying amount
At 31 December 2021
14,665
At 31 December 2020
7
Investments
2021
2020
£
£
Investments
11,437,567
11,437,567
Fixed asset investments not carried at market value
Investment in subsidiaries are valued at cost less impairment.
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2021 & 31 December 2021
11,437,567
Carrying amount
At 31 December 2021
11,437,567
At 31 December 2020
11,437,567
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 16 -
8
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
639
1,192
Amounts owed by group undertakings
254,829
158,735
Other debtors
4,477
12,727
Prepayments and accrued income
31,777
16,152
291,722
188,806
Amounts due from Ubisecure OY of £254,829 (2020: £158,735) in respect of its trading balance with Ubisecure Limited and capital loans are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
9
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
78,573
74,417
Amounts owed to group undertakings
11,224,701
11,072,694
Taxation and social security
63,474
75,710
Other creditors
682,664
496,632
12,049,412
11,719,453
Amounts due to Ubisecure Holdings of £11,096,767 (2020:£11,072,694) are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
Other creditors includes an amount due in respect of a loan from Ubisecure OY of £386,865 (2020: £403,300) are due for repayment on demand and at an interest rate of 3% per annum. Other creditors also includes an amount in respect of its trading balance with Ubisecure OY of £127,934 (2020: £0).
10
Called up share capital
2021
2020
£
£
Ordinary share capital
Issued and fully paid
100 (2020:100) Ordinary of £1 each
100
100
100
100
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 17 -
11
Related party transactions
Ubisecure Holdings Limited continues to provide a loan to Ubisecure Limited, these are interest free, unsecured and made as and when the company needed operational cash flow. The balance owed at the year end was £11,096,767 (2020: £11,072,694).
Ubisecure Limited provided management services to Ubisecure OY and received subscription licences from Ubisecure OY. The balance owed to Ubisecure Limited from OY at the year end was £254,829 (2020:£158,735). The balance owed to Ubisecure OY at the year end was £127,934 (2020: £0).
Ubisecure OY provided a loan to Ubisecure Limited at an interest rate of 3% per annum. The balance on this loan at year end was £386,865 (2020: £403,300).
12
Parent company
The immediate and ultimate parent company is Ubisecure Holdings Limited whose registered office is Unit L3/12 Vinters Business Park, New Cut Road, Maidstone, Kent, England ME14 5NZ. Ubisecure Holdings Limited prepares consolidated financial statements and these are available to the public and copies can be obtained from the registered office.
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