Company registration number 05441254 (England and Wales)
EMBED LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
EMBED LIMITED
COMPANY INFORMATION
Directors
Mr I Wilson
Mr D Hoyle
Mr H Weinburger
(Appointed 11 April 2022)
Mr R D Van Hal
(Appointed 11 April 2022)
Mr M J Cole
(Appointed 11 April 2022)
Secretary
Mr D Hoyle
Company number
05441254
Registered office
Viscount Centre 2
University of Warwick Science Park
Millburn Hill Road
Coventry
West Midlands
CV4 7HS
Auditor
Edwards
34 High Street
Aldridge
Walsall
West Midlands
WS9 8LZ
Bankers
Natwest Bank plc
36 Earlsdon Street
Earlsdon
Coventry
CV5 6EJ
EMBED LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 22
EMBED LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 1 -
The directors present their annual report and financial statements for the period ended 31 December 2022.
Principal activities
The principal activity of the company continued to be that of software consultancy and supply.
Sale of business
On 11 April 2022, the entire share capital of the company was acquired by Ixys UK Westcode Ltd, a member of the Littelfuse, Inc group.
Results and dividends
The results for the period are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr I Wilson
Mrs S Wilson
(Resigned 11 April 2022)
Mr D Hoyle
Mr H Weinburger
(Appointed 11 April 2022)
Mr R D Van Hal
(Appointed 11 April 2022)
Mr M J Cole
(Appointed 11 April 2022)
Auditor
Edwards were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
EMBED LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -
Going concern
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.
In assessing the going concern basis, the directors have considered the company’s business activities and its financial position. As at 31 December 2022 the company had cash reserves of £89,908, net current assets of £536,682 and net assets of £631,538. To ensure that the company remains a going concern, Littelfuse NL, the company's indirect parent company, have confirmed that they will continue to provide such financial support as the company requires to enable it to meet its liabilities as they fall due for a period of at least 12 months from the date these financial statements are approved.
The directors continue to closely monitor the company's liquidity and capital adequacy and in doing so, forecasts have been produced covering a period of at least twelve months from the date that the financial statements are approved.
On behalf of the board
Mr D Hoyle
Director
6 October 2023
EMBED LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
EMBED LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EMBED LIMITED
- 4 -
Opinion
We have audited the financial statements of Embed Limited (the 'company') for the period ended 31 December 2022 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
The prior year financial statements have not been subject to audit. As such, our opinion does not extend to the corresponding amounts included within these financial statements.
EMBED LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EMBED LIMITED
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
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, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We obtained an understanding of the legal and regulatory frameworks within which the Company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, employment law and health & safety regulations compliance.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be in the following areas: the override of controls by management, revenue journals, inappropriate treatment of non-routine transactions and areas of estimation uncertainty. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, review and discussion of non-routine transactions, sample testing on the posting of journals and review of accounting estimates for biases.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
EMBED LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EMBED LIMITED
- 6 -
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.
Robert Kempson ACA
Senior Statutory Auditor
For and on behalf of Edwards
6 October 2023
Chartered Accountants
Statutory Auditor
34 High Street
Aldridge
Walsall
West Midlands
WS9 8LZ
EMBED LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 7 -
Period
Period
ended
ended
31 December
10 April
2022
2022
Notes
£
£
Turnover
3
3,956,758
2,479,551
Cost of sales
(2,854,400)
(1,873,878)
Gross profit
1,102,358
605,673
Administrative expenses
(1,218,943)
(476,375)
Other operating income
39,412
Operating (loss)/profit
4
(116,585)
168,710
Interest payable and similar expenses
8
(3,416)
(31,651)
(Loss)/profit before taxation
(120,001)
137,059
Tax on (loss)/profit
9
(9,412)
30,664
(Loss)/profit for the financial period
(129,413)
167,723
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
EMBED LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 8 -
31 December
10 April
2022
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
12
126,433
116,660
Current assets
Stocks
13
31,658
17,435
Debtors
14
1,323,707
988,689
Cash at bank and in hand
89,908
56,465
1,445,273
1,062,589
Creditors: amounts falling due within one year
15
(908,591)
(687,134)
Net current assets
536,682
375,455
Total assets less current liabilities
663,115
492,115
Creditors: amounts falling due after more than one year
16
-
(186,808)
Provisions for liabilities
18
(31,577)
(22,165)
Net assets
631,538
283,142
Capital and reserves
Called up share capital
22
459
450
Share premium account
4,165
Capital contribution reserve
473,635
Profit and loss reserves
153,279
282,692
Total equity
631,538
283,142
The financial statements were approved by the board of directors and authorised for issue on 6 October 2023 and are signed on its behalf by:
Mr D Hoyle
Director
Company Registration No. 05441254
EMBED LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 9 -
Share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 July 2021
450
-
205,969
206,419
Period ended 10 April 2022:
Profit and total comprehensive income
-
-
-
167,723
167,723
Dividends
10
-
-
-
(91,000)
(91,000)
Balance at 10 April 2022
450
-
282,692
283,142
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
-
(129,413)
(129,413)
Issue of share capital
22
9
4,165
-
-
4,174
Contribution received
-
-
473,635
473,635
Balance at 31 December 2022
459
4,165
473,635
153,279
631,538
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 10 -
1
Accounting policies
Company information
Embed Limited is a private company limited by shares incorporated in England and Wales. The registered office is Viscount Centre 2, University of Warwick Science Park, Millburn Hill Road, Coventry, West Midlands, CV4 7HS.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are 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 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 financial instruments not measured at fair value; 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Littelfuse Inc. These consolidated financial statements are available from its website www.littelfuse.com.
1.2
Going concern
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.true
In assessing the going concern basis, the directors have considered the company’s business activities and its financial position. As at 31 December 2022 the company had cash reserves of £89,908, net current assets of £536,682 and net assets of £631,538. To ensure that the company remains a going concern, Littelfuse NL, the company's indirect parent company, have confirmed that they will continue to provide such financial support as the company requires to enable it to meet its liabilities as they fall due for a period of at least 12 months from the date these financial statements are approved.
The directors continue to closely monitor the company's liquidity and capital adequacy and in doing so, forecasts have been produced covering a period of at least twelve months from the date that the financial statements are approved.
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 11 -
1.3
Reporting period
The current reporting period for the entity has been reduced to 8 months and 20 days in order to bring the reporting period in line with the group reporting date. The comparative reporting period was 9 months and 10 days. Comparative amounts presented in the financial statements, including the related notes, are not entirely comparable due to this reporting period reduction.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
Straight line over the life of the lease
Fixtures, fittings & equipment
25% reducing balance
Plant and machinery
25% reducing balance
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 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.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 12 -
1.8
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 trade debtors, other debtors, corporation tax recoverable, 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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Basic financial liabilities
Basic financial liabilities, including trade creditors, bank loans, taxation and social security, and other creditors, 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.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
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.
1.10
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.
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
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.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.14
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.
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 14 -
1.15
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.16
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 we no key sources of estimation uncertainty to note.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
31 December
10 April
2022
2022
£
£
Turnover analysed by geographical market
UK
2,933,759
2,443,973
Europe
11,195
31,304
North America
202,862
4,274
Asia Pacific
808,942
-
3,956,758
2,479,551
31 December
10 April
2022
2022
£
£
Other revenue
Grants received
-
39,412
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 15 -
4
Operating (loss)/profit
31 December
10 April
2022
2022
Operating (loss)/profit for the period is stated after charging/(crediting):
£
£
Exchange gains
(46,070)
(1,516)
Government grants
-
(39,412)
Depreciation of tangible fixed assets
23,025
22,626
Operating lease charges
35,288
46,850
5
Auditor's remuneration
31 December
10 April
2022
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
9,000
For other services
All other non-audit services
15,174
6
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
31 December
10 April
2022
2022
Number
Number
Administration
10
9
Sales
2
2
Engineers
30
27
Total
42
38
Their aggregate remuneration comprised:
31 December
10 April
2022
2022
£
£
Wages and salaries
1,694,236
1,295,975
Social security costs
186,236
133,982
Pension costs
90,401
63,673
1,970,873
1,493,630
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 16 -
7
Directors' remuneration
31 December
10 April
2022
2022
£
£
Remuneration for qualifying services
176,787
23,130
8
Interest payable and similar expenses
31 December
10 April
2022
2022
£
£
Interest on bank overdrafts and loans
3,416
31,651
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 17 -
9
Taxation
31 December
10 April
2022
2022
£
£
Current tax
UK corporation tax on profits for the current period
(30,110)
Deferred tax
Origination and reversal of timing differences
9,412
(554)
Total tax charge/(credit)
9,412
(30,664)
The actual charge/(credit) for the period can be reconciled to the expected (credit)/charge for the period based on the profit or loss and the standard rate of tax as follows:
31 December
10 April
2022
2022
£
£
(Loss)/profit before taxation
(120,001)
137,059
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(22,800)
26,041
Tax effect of expenses that are not deductible in determining taxable profit
3,560
4,520
Unutilised tax losses carried forward
19,240
Deferred tax
9,412
(554)
Tax effect of research and development claim
(60,671)
Taxation charge/(credit) for the period
9,412
(30,664)
Factors that may affect future tax charges
In October 2022, the UK Government announced that the proposed increase in the UK Corporation Tax rate to 25% will go ahead as planned starting 1 April 2023. As such, the deferred tax has been recognised at future tax rates based on the estimated timing of reversal.
There were no other factors that may affect future tax charges.
10
Dividends
31 December
10 April
2022
2022
£
£
Interim paid
91,000
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 18 -
11
Intangible fixed assets
Goodwill
£
Cost
At 11 April 2022 and 31 December 2022
5,000
Amortisation and impairment
At 11 April 2022 and 31 December 2022
5,000
Carrying amount
At 31 December 2022
At 10 April 2022
12
Tangible fixed assets
Leasehold land and buildings
Fixtures, fittings & equipment
Plant and machinery
Total
£
£
£
£
Cost
At 11 April 2022
154,992
74,623
239,440
469,055
Additions
32,798
32,798
At 31 December 2022
154,992
74,623
272,238
501,853
Depreciation and impairment
At 11 April 2022
118,576
62,881
170,938
352,395
Depreciation charged in the period
5,268
2,123
15,634
23,025
At 31 December 2022
123,844
65,004
186,572
375,420
Carrying amount
At 31 December 2022
31,148
9,619
85,666
126,433
At 10 April 2022
36,416
11,742
68,502
116,660
13
Stocks
31 December
10 April
2022
2022
£
£
Finished goods and goods for resale
31,658
17,435
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 19 -
14
Debtors
31 December
10 April
2022
2022
Amounts falling due within one year:
£
£
Trade debtors
438,415
547,839
Corporation tax recoverable
66,738
204,721
Amounts owed by group undertakings
128,674
Other debtors
4,690
Prepayments and accrued income
689,880
231,439
1,323,707
988,689
15
Creditors: amounts falling due within one year
31 December
10 April
2022
2022
Notes
£
£
Bank loans
17
54,655
Trade creditors
379,059
204,927
Amounts owed to group undertakings
34,085
Taxation and social security
102,622
200,557
Deferred income
19
156,360
77,739
Other creditors
79,535
3,608
Accruals
156,930
145,648
908,591
687,134
16
Creditors: amounts falling due after more than one year
31 December
10 April
2022
2022
Notes
£
£
Bank loans
17
186,808
17
Loans and overdrafts
31 December
10 April
2022
2022
£
£
Bank loans
241,463
Payable within one year
54,655
Payable after one year
186,808
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
17
Loans and overdrafts
(Continued)
- 20 -
Included within bank loans are loans of £Nil (10 April 2022 - £241,463), The loans are under the Coronavirus Business Interruption Loan schemes and are therefore secured by way of fixed and floating charges over all assets of the company. Interest will be charged at a rate of 8.90%. The amounts are being repaid in monthly installments.
The loans were repaid in full during the period following the takeover by the Littelfuse Inc, as per the purchase agreement.
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
31 December
10 April
2022
2022
Balances:
£
£
Accelerated capital allowances
31,577
22,165
2022
Movements in the period:
£
Liability at 11 April 2022
22,165
Charge to profit or loss
9,412
Liability at 31 December 2022
31,577
19
Deferred income
31 December
10 April
2022
2022
£
£
Deferred income
156,360
77,739
20
Retirement benefit schemes
31 December
10 April
2022
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
90,401
63,673
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 21 -
21
Share-based payment transactions
Number of share options
Weighted average exercise price
31 December
10 April
31 December
10 April
2022
2022
2022
2022
Number
Number
£
£
Outstanding at 11 April 2022
1,151
1,151
4.70
4.70
Exercised
(888)
4.70
Lapsed
(263)
4.70
Outstanding at 31 December 2022
1,151
4.70
Exercisable at 31 December 2022
1,151
4.70
There were nil options outstanding at 31 December 2022.
Inputs were as follows:
31 December
10 April
2022
2022
Weighted average share price
4.70
4.70
Weighted average exercise price
4.70
4.70
Expected volatility
50.00
50.00
Expected life
10.00
10.00
Risk free rate
0.13
0.13
Expected dividends yields
33.85
45.20
During the period, the company recognised total share-based payment expenses of £Nil (10 April 2022: £Nil) which related to equity settled share based payment transactions.
During the period, 888 share options were exercised and 263 share options lapsed.
22
Share capital
31 December
10 April
31 December
10 April
2022
2022
2022
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
-
45,000
-
450
A Ordinary shares of 1p each
45,000
-
450
-
C Ordinary shares of 1p each
888
-
9
-
45,888
45,000
459
450
EMBED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
22
Share capital
(Continued)
- 22 -
During the period, the company reclassified all of its Ordinary shares into A Ordinary shares.
Subsequently, the company issued 888 C Ordinary shares in relation to exercising of its share options, for a total consideration of £4,174.
The rights attached to each class of share can be found in the company's Articles of Association.
23
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
31 December
10 April
2022
2022
£
£
Within one year
54,715
54,715
Between two and five years
86,635
127,675
141,350
182,390
24
Related party transactions
Included within other creditors falling due within one year are aggregated balances of £Nil (10 April 2022: £1,129) due to directors of the company. These loans are interest free and repayable on demand.
25
Ultimate controlling party
The company is a subsidiary undertaking of Littelfuse Inc, a company incorporated in the United States, which is the ultimate parent undertaking and controlling party. The company's immediate parent undertaking is Ixys UK Westcode Ltd.
Littelfuse Inc is the largest and smallest group for which group financial statements are prepared. The group financial statements of this group are available to the public and may be obtained from www.littelfuse.com.
2022-12-312022-04-11falseCCH SoftwareCCH Accounts Production 2023.200Mr I WilsonMrs S WilsonMr H WeinburgerMr R D Van HalMr M J ColeMr M J ColeMr D Hoyle054412542022-04-112022-12-3105441254bus:Director12022-04-112022-12-3105441254bus:CompanySecretaryDirector12022-04-112022-12-3105441254bus:Director32022-04-112022-12-3105441254bus:Director42022-04-112022-12-3105441254bus:Director52022-04-112022-12-3105441254bus:CompanySecretary12022-04-112022-12-3105441254bus:Director22022-04-112022-12-3105441254bus:Director62022-04-112022-12-3105441254bus:RegisteredOffice2022-04-112022-12-3105441254bus:Agent12022-04-112022-12-31054412542022-12-31054412542021-07-012022-04-10054412542022-04-1005441254core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-3105441254core:FurnitureFittings2022-12-3105441254core:ComputerEquipment2022-12-3105441254core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-04-1005441254core:FurnitureFittings2022-04-1005441254core:ComputerEquipment2022-04-1005441254core:ShareCapital2022-12-3105441254core:ShareCapital2022-04-1005441254core:SharePremium2022-12-3105441254core:SharePremium2022-04-1005441254core:OtherMiscellaneousReserve2022-12-3105441254core:OtherMiscellaneousReserve2022-04-1005441254core:RetainedEarningsAccumulatedLosses2022-12-3105441254core:RetainedEarningsAccumulatedLosses2022-04-1005441254core:ShareCapital2021-06-3005441254core:SharePremium2021-06-3005441254core:RetainedEarningsAccumulatedLosses2021-06-3005441254core:ShareCapitalOrdinaryShares2022-12-3105441254core:RetainedEarningsAccumulatedLosses2021-07-012022-04-1005441254core:ShareCapital2022-04-112022-12-3105441254core:SharePremium2022-04-112022-12-3105441254core:RetainedEarningsAccumulatedLosses2022-04-112022-12-3105441254core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-04-112022-12-3105441254core:FurnitureFittings2022-04-112022-12-3105441254core:ComputerEquipment2022-04-112022-12-3105441254core:UKTax2022-04-112022-12-3105441254core:UKTax2021-07-012022-04-100544125412022-04-112022-12-310544125412021-07-012022-04-100544125422022-04-112022-12-310544125422021-07-012022-04-1005441254core:Goodwill2022-04-1005441254core:Goodwill2022-12-3105441254core:Goodwill2022-04-1005441254core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-04-1005441254core:FurnitureFittings2022-04-1005441254core:ComputerEquipment2022-04-10054412542022-04-1005441254core:CurrentFinancialInstruments2022-12-3105441254core:CurrentFinancialInstruments2022-04-1005441254core:Non-currentFinancialInstruments2022-12-3105441254core:Non-currentFinancialInstruments2022-04-10054412542021-06-3005441254core:WithinOneYear2022-12-3105441254core:WithinOneYear2022-04-1005441254core:BetweenTwoFiveYears2022-12-3105441254core:BetweenTwoFiveYears2022-04-1005441254bus:PrivateLimitedCompanyLtd2022-04-112022-12-3105441254bus:FRS1022022-04-112022-12-3105441254bus:Audited2022-04-112022-12-3105441254bus:FullAccounts2022-04-112022-12-31xbrli:purexbrli:sharesiso4217:GBP