REGISTERED NUMBER: |
REPORT OF THE DIRECTOR AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
USABLENET (UK) LIMITED |
REGISTERED NUMBER: |
REPORT OF THE DIRECTOR AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
USABLENET (UK) LIMITED |
USABLENET (UK) LIMITED (REGISTERED NUMBER: 07465679) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2022 |
Page |
Company Information | 1 |
Report of the Director | 2 |
Report of the Independent Auditors | 3 |
Statement of Comprehensive Income | 7 |
Statement of Financial Position | 8 |
Statement of Changes in Equity | 9 |
Notes to the Financial Statements | 10 |
USABLENET (UK) LIMITED |
COMPANY INFORMATION |
for the Year Ended 31 December 2022 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
USABLENET (UK) LIMITED (REGISTERED NUMBER: 07465679) |
REPORT OF THE DIRECTOR |
for the Year Ended 31 December 2022 |
The director presents his report with the financial statements of the company for the year ended 31 December 2022. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of accessible website technology. |
DIRECTOR |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the director must not approve the financial statements unless he is 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 director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
USABLENET (UK) LIMITED |
Opinion |
We have audited the financial statements of Usablenet (UK) Limited (the 'company') for the year ended 31 December 2022 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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 101 'Reduced Disclosure Framework' (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 profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
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 Auditors' 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 director's 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 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 the audit: |
- | the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Director has been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
USABLENET (UK) LIMITED |
Matters on which we are required to report by exception |
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Report of the Directors that are inconsistent with our overall view of the financial statements. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
USABLENET (UK) LIMITED |
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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Identifying and assessing potential irregularities, including fraud |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
- Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration. |
- Enquiring of management concerning policies and procedures relating to: |
- Complying with laws and regulations and whether there were any instances of non-compliance |
- Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud |
- Discussing within the engagement team and internal specialists where necessary, regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud: revenue recognition and management override. |
- Discussing within the engagement team and internal specialists where necessary, the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, and UK tax legislation. |
Audit response to the risks identified |
As noted above, we identified revenue recognition and management override as matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following: |
- Recalculating and agreeing revenue in line with contracts with customers; |
- Testing the appropriateness of journal entries and other adjustments for business rationale and assessing whether these are indicative of potential bias. |
Further, we also identified compliance with the Companies Act 2006, UK tax legislation as being a key area where there may be possible non-compliance. Our procedures to respond to this risk included the following: |
- Review the financial statement disclosures and testing to supporting documentation to assess compliance with the Companies Act 2006; |
- Completing a detailed corporation tax checklist; |
- Review of the accounts by a qualified individual not part of the engagement team, as well as review of the corporation tax by a Chartered Tax Adviser; |
- Enquiring of management of any known instances of non-compliance. |
The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members and internal specialists where necessary, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
There are inherent limitations in the audit procedures described above and 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. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
USABLENET (UK) LIMITED |
Use of our report |
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 a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
USABLENET (UK) LIMITED (REGISTERED NUMBER: 07465679) |
STATEMENT OF COMPREHENSIVE |
INCOME |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
as restated |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
OPERATING PROFIT |
Interest receivable and similar income |
PROFIT BEFORE TAXATION | 4 |
Tax on profit | 5 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Prior year adjustment | 6 |
TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
USABLENET (UK) LIMITED (REGISTERED NUMBER: 07465679) |
STATEMENT OF FINANCIAL POSITION |
31 December 2022 |
31.12.22 | 31.12.21 |
as restated |
Notes | £ | £ | £ | £ |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Retained earnings | 10 | 2,388,444 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the director and authorised for issue on |
USABLENET (UK) LIMITED (REGISTERED NUMBER: 07465679) |
STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Total comprehensive income | - | 99,459 | 99,459 |
Balance at 31 December 2021 | 1 | 2,363,567 | 2,363,568 |
Prior year adjustment | - |
As restated |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2022 |
USABLENET (UK) LIMITED (REGISTERED NUMBER: 07465679) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2022 |
1. | STATUTORY INFORMATION |
Usablenet (UK) Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparation |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
• | the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers; |
• | the requirements of IAS 7 Statement of Cash Flows; |
• | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
• | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group. |
Critical accounting judgements and key sources of estimation uncertainty |
The preparation of the company's financial report requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. |
Estimates and assumptions |
The company based its assumptions and estimates on parameters available when the financial report was prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the company. Such changes are reflected in the assumptions when they occur. |
Revenue from contracts with customers |
Revenue stems from complex contracts with customers, where the more complex contracts include revenues in relation to several different revenue streams, such as license revenue and support and maintenance revenue. In these contracts, the executive management estimates how the revenues should be allocated to each performance obligation, and different principles for the revenue recognition can be applied for different performance obligations. These principles include full revenue recognition at date of delivery and over-time revenue recognition over the term of the contract. |
Capitalized contract costs |
In accordance with IFRS 15, all costs directly attributable to obtaining a contract expected to last more than 12 months must be capitalized and expensed over the period of revenue recognition for the underlying contract. |
In accordance with what is permitted by the standard, direct contract costs are capitalized and expensed per the contract, following the licence fee agreement terms. |
USABLENET (UK) LIMITED (REGISTERED NUMBER: 07465679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
The parent company absorbs all the risks associated with movements in the foreign currency markets in relation to intercompany transactions. Transactions with external companies in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transactions. Exchange differences are taken into account in arriving at the operating result. |
Employee benefit costs |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate. |
Financial instruments |
Basic financial instruments are measured at amortised cost. The company does not have any other financial instruments. |
3. | EMPLOYEES AND DIRECTORS |
31.12.22 | 31.12.21 |
as restated |
£ | £ |
Wages and salaries | - | 22,507 |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
31.12.22 | 31.12.21 |
as restated |
Account management and sales |
The director is remunerated in the United States via the parent company, Usablenet Inc. |
USABLENET (UK) LIMITED (REGISTERED NUMBER: 07465679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2022 |
4. | PROFIT BEFORE TAXATION |
The profit before taxation is stated after charging: |
31.12.22 | 31.12.21 |
as restated |
£ | £ |
Auditors' remuneration |
Other non- audit services |
Foreign exchange differences |
5. | TAXATION |
Analysis of tax expense |
31.12.22 | 31.12.21 |
as restated |
£ | £ |
Current tax: |
Tax |
Total tax expense in statement of comprehensive income |
Factors affecting the tax expense |
The tax assessed for the year is higher (2021 - lower) than the standard rate of corporation tax in the UK. The difference is explained below: |
31.12.22 | 31.12.21 |
as restated |
£ | £ |
Profit before income tax |
Profit multiplied by the standard rate of corporation tax in the UK of (2021 - |
14,729 |
28,025 |
Effects of: |
Capital allowances in excess of depreciation | ( |
) | ( |
) |
Impact of prior year adjustments | 4,726 | (4,726 | ) |
Tax expense |
6. | PRIOR YEAR ADJUSTMENT |
There are two prior year adjustments included in the financial statements where during the audit it was noted that some balances from 2021 were incorrect. |
The first was an adjustment to recognise £13,260 of revenue in 2021 which was originally deferred at the previous year end. This has resulted in an increase to both revenue and net profit of £13,260 in 2021. |
The second was an adjustment to unwind £11,616 of deferred revenue which related to a historical balance which hadn't previously been unwound. This has resulted in an increase to both revenue and net profit of £11,616 in 2021. |
USABLENET (UK) LIMITED (REGISTERED NUMBER: 07465679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2022 |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.22 | 31.12.21 |
as restated |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.22 | 31.12.21 |
as restated |
£ | £ |
Tax |
VAT | - | 86,896 |
Other creditors |
Accruals and deferred income |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.22 | 31.12.21 |
value: | as restated |
£ | £ |
Ordinary | £1 | 1 | 1 |
10. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2022 |
Prior year adjustment |
Profit for the year |
At 31 December 2022 |
11. | IMMEDIATE PARENT COMPANY |
Usablenet Inc. (incorporated in USA) is regarded by the directors as being the company's immediate parent company. |
12. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is Paolo Brajnik. |