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Registration number: 13941869

Prepared for the registrar

Nordomatic Holding UK Ltd

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

Nordomatic Holding UK Ltd

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 8

 

Nordomatic Holding UK Ltd

Company Information

Directors

L Egelstig

D P Connell

Registered office

1.06 Icentrum
6 Holt Street
Birmingham
B7 4BP

Auditors

M T Manley & Co Limited
696 Yardley Wood Road
Birmingham
B13 0HY

 

Nordomatic Holding UK Ltd

(Registration number: 13941869)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

4

33,562,145

29,308,814

Current assets

 

Debtors

5

229,116

201,075

Creditors: Amounts falling due within one year

6

(30,427,669)

(30,097,477)

Net current liabilities

 

(30,198,553)

(29,896,402)

Net assets/(liabilities)

 

3,363,592

(587,588)

Capital and reserves

 

Called up share capital

8

2,485,289

100

Profit and loss account

878,303

(587,688)

Shareholders' funds/(deficit)

 

3,363,592

(587,588)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 14 March 2024 and signed on its behalf by:
 


L Egelstig
Director

 

Nordomatic Holding UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1.06 Icentrum
6 Holt Street
Birmingham
B7 4BP

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Group accounts not prepared

The company has taken advantage of the exemption in section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the grounds that itself is a subsidiary undertaking of a group which prepares group financial statements.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting 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 amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

Judgements

No significant judgements have been made by management in preparing these financial statements.

 

Nordomatic Holding UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or
substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred corporation tax is recognised on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the
company. Deferred corporation tax is determined using tax rates and laws that have been enacted or
substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Nordomatic Holding UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Nordomatic Holding UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 3 (2022 - 3).

 

Nordomatic Holding UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

 

4

Investments

31 December
2023
£

31 December
2022
£

Shares in group undertakings

33,562,145

29,308,814

Subsidiaries

£

Cost

At 1 January 2023

29,308,815

Additions

4,253,330

At 31 December 2023

33,562,145

Carrying amount

At 31 December 2023

33,562,145

At 31 December 2022

29,308,814

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Spica Technologies Ltd

1.06 Icentrum Innovation Birmingham Campus, Holt Street, Birmingham, England, B7 4BP

Ordinary shares

100%

100%

Demma Group Ltd

The Pavillion, South Drive, Coleshill, Birmingham, England, B46 1DL

Ordinary shares

100%

100%

Pillinger Group Limited

Omnibus Building, Lesbourne Road, Reigate, Surrey, England, RH2 7LD

Ordinary shares

100%

0%

 

5

Debtors

31 December 2023
 £

31 December 2022
 £

Amounts due from group undertakings

11,543

201,075

Other debtors

101,013

-

Accrued income

116,560

-

 

229,116

201,075

 

Nordomatic Holding UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

 

6

Creditors

31 December 2023
 £

31 December 2022
 £

Due within one year

Loans and borrowings

1,439,217

-

Trade creditors

6,011

-

Amounts due to parent undertakings

28,624,836

23,140,944

Amounts due to group undertakings

31,198

3,178,924

VAT Control account

3,960

12,916

Other creditors

319,197

3,761,693

Accrued expenses

3,250

3,000

30,427,669

30,097,477

 

7

Loans and borrowings

31 December
2023
£

31 December
2022
£

Current loans and borrowings

Bank overdrafts

1,439,217

-

 

8

Share capital

Allotted, called up and fully paid shares

 

31 December 2023

31 December 2022

 

No.

£

No.

£

Ordinary shares of £1 each

2,485,289

2,485,289

100

100

         

New shares allotted
On 30 August 2023 the company issued 2,485,189 Ordinary £1 shares as part of an arrangement to release the company from a liability owed to a group company. The group company and this company are controlled by the same party therefore no gain or loss has been recognised in profit or loss as a result of this transaction and the issue of shares has been recognised at the fair value of the extinguished liability. The total value of the liability extinguished as part of the transaction was 31,701,813 SEK, which is equivalent to the nominal value of the shares issued, as such the entire transaction has been recognised as share capital.

 

9

Parent and ultimate parent undertaking

The parent company is Building Automation Nordic Holding AB (registered in Sweden 559261-9729), which is also the ultimate controlling party.

Consolidated accounts are publicly available at Building Automation Nordic Holding AB.

 

10

Audit report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 14 March 2024 was Graham Collins, who signed for and on behalf of M T Manley & Co Limited.