Company registration number 05233634 (England and Wales)
QUADRATICA (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2023
QUADRATICA (UK) LIMITED
COMPANY INFORMATION
Directors
K Kent
(Appointed 31 August 2022)
A Mixer
(Appointed 31 August 2022)
P Diamond
(Appointed 14 April 2023)
Secretary
Gravitas Company Secretarial Services Limited
Company number
05233634
Registered office
5th Floor
One New Change
London
EC4M 9AF
Auditor
Mercer & Hole LLP
72 London Road
St Albans
Hertfordshire
AL1 1NS
QUADRATICA (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
QUADRATICA (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 29 JUNE 2023
- 1 -

The directors present the strategic report for the year ended 29 June 2023.

Review of the business

The Company continues to provide airport and aviation security training and is the producer of the world's first web based x-ray training and screener training system. The directors consider the results for the year to be satisfactory and are optimistic about the future prospects of the company.

 

Business environment

The company operates in the airport and aviation security training market. There is an increased alertness towards terrorist threats and border control.

 

Strategy

The Company's objective is to achieve sustainable growth through a combination of product development and market expansion.

 

The key elements to the Company's growth strategy are:

 

Product development

The Company will continue to develop its products which meet the changing requirements for security training. The Company has skills in human interface design, product design and high-end programming. The Company develops adaptable technologies to stay ahead of the threats which impact the security industry.

 

Market expansion

The Company has introduced mobile versions and web based training systems which can be accessed world wide.

 

Future outlook

The directors believe the growth in the security screening market will help the Company achieve its strategy.

Principal risks and uncertainties

The key business risks affecting the Company are set out below:

 

The company faces competition from the other UK Civil Aviation Authority (CAA) registered training providers.

 

Financial risk management

 

From the perspective of the company, the financial risks and uncertainties are integrated with those of the OSI Systems Inc. group to which it belongs and are not managed separately. Accordingly, the principal financial risks and uncertainties of OSI Systems Inc., are discussed on pages 17-31 Part I, Item 1A "Risk Factors" of the 2023 Form 10k published on 24 August 2023 which does not form part of this report.

 

The Company's operations expose it to a variety of financial risks that include the effects of changes in credit risk and liquidity risk.

 

Credit risk

Financial instruments that are potentially subject to concentration of credit risk consist primarily of cash and cash equivalents. The company restricts investments in cash equivalents to financial institutions with high credit standing.

 

Liquidity risk

The company has sufficient funds to cover it's operations.

 

Interest risk

The company does not have any external loans, so there is not an interest risk.

QUADRATICA (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
- 2 -

On behalf of the board

K Kent
Director
24 July 2024
QUADRATICA (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 29 JUNE 2023
- 3 -

The directors present their annual report and financial statements for the year ended 29 June 2023.

Principal activities

The principal activity of the company continued to be that of technology service activities.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

K Kent
(Appointed 31 August 2022)
A Mixer
(Appointed 31 August 2022)
P Diamond
(Appointed 14 April 2023)
P Lattin
(Appointed 31 August 2022 and resigned 14 April 2023)
B Holt
(Resigned 31 August 2022)
G M Ramsden
(Resigned 31 August 2022)
Auditor

Mercer & Hole LLP 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.

On behalf of the board
K Kent
Director
24 July 2024
QUADRATICA (UK) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 29 JUNE 2023
- 4 -

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:

 

 

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.

QUADRATICA (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF QUADRATICA (UK) LIMITED
- 5 -
Opinion

We have audited the financial statements of Quadratica (UK) Limited (the 'company') for the year ended 29 June 2023 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:

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 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.

Other information

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:

QUADRATICA (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF QUADRATICA (UK) LIMITED (CONTINUED)
- 6 -
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 strategic report or 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:

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Based on our understanding of the industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches arising from General Data Protection Regulation and we considered the extent to which non-compliance may have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to understate revenue or overstate expenditure, and management bias in accounting estimates.

Audit procedures performed by the engagement team included:

QUADRATICA (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF QUADRATICA (UK) LIMITED (CONTINUED)
- 7 -

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. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Other matters which we are required to address

Without modifying our opinion, we draw your attention to note 1.2 of the accounting policies of the financial statements and the fact that the comparative information was unaudited.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Ross Lane
Senior Statutory Auditor
For and on behalf of Mercer & Hole LLP
29 July 2024
Chartered Accountants
Statutory Auditor
72 London Road
St Albans
Hertfordshire
AL1 1NS
QUADRATICA (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 29 JUNE 2023
- 8 -
Unaudited
Year
Period
ended
ended
29 June
29 June
2023
2022
as restated
Notes
£
£
Turnover
3
907,172
297,027
Administrative expenses
(891,759)
(205,852)
Profit before taxation
15,413
91,175
Tax on profit
8
(3,137)
(2,520)
Profit for the financial year
12,276
88,655

The profit and loss account has been prepared on the basis that all operations are continuing operations.

QUADRATICA (UK) LIMITED
BALANCE SHEET
AS AT
29 JUNE 2023
29 June 2023
- 9 -
Unaudited
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
9
11,051
21,098
Investments
10
1
1
11,052
21,099
Current assets
Debtors
12
63,533
468,878
Cash at bank and in hand
1,250,480
635,449
1,314,013
1,104,327
Creditors: amounts falling due within one year
13
(556,560)
(364,782)
Net current assets
757,453
739,545
Total assets less current liabilities
768,505
760,644
Creditors: amounts falling due after more than one year
14
(64,789)
(72,067)
Provisions for liabilities
Deferred tax liability
15
2,863
-
0
(2,863)
-
Net assets
700,853
688,577
Capital and reserves
Called up share capital
18
177
177
Share premium account
19
149,821
149,821
Capital redemption reserve
19
283
283
Profit and loss reserves
19
550,572
538,296
Total equity
700,853
688,577
The financial statements were approved by the board of directors and authorised for issue on 24 July 2024 and are signed on its behalf by:
K Kent
Director
Company registration number 05233634 (England and Wales)
QUADRATICA (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 JUNE 2023
- 10 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
As restated for the period ended 29 June 2022:
Balance at 1 January 2022
177
149,821
283
449,641
599,922
Period ended 29 June 2022:
Profit and total comprehensive income
-
-
-
88,655
88,655
Balance at 29 June 2022
177
149,821
283
538,296
688,577
Year ended 29 June 2023:
Profit and total comprehensive income
-
-
-
12,276
12,276
Balance at 29 June 2023
177
149,821
283
550,572
700,853
QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2023
- 11 -
1
Accounting policies
Company information

Quadratica (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor, One New Change, London, EC4M 9AF.

1.1
Reporting period

The company's financial reporting date was previously 31 December. This was changed in the prior period to 29 June to align with the company's new parent company's reporting period. The comparatives cover a 6 month period from 1 January 2022 to 29 June 2022 and are therefore not wholly comparable with the current period which covers a full 12 months.

1.2
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:

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Quadratica (UK) Limited is a wholly owned subsidiary of Rapiscan Systems Limited and the results of Quadratica (UK) Limited are included in the consolidated financial statements of OSI Systems Inc. which are available from its registered office as disclosed in note 21.

In the prior period, the company qualified for an exemption from audit under Section 477 of the Companies Act 2006 and therefore the comparative results presented in these financial statements are unaudited.

1.3
Prior period error

As described in note 22 an adjustment to deferred revenue in the prior period was required.

QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
1
Accounting policies
(Continued)
- 12 -
1.4
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have also gained assurance by creating a forecast for the twelve months following the date these financial statements are approved. Thus, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for 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.

1.6
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:

Computer and office equipment
25% Straight Line

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.

1.7
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.

1.8
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.

QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
1
Accounting policies
(Continued)
- 13 -

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.

1.9
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.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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.

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.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
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.

1.12
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.

QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
1
Accounting policies
(Continued)
- 15 -
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.

1.13
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.

1.14
Retirement benefits

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

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Deferred taxation

Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
- 16 -
3
Turnover

The company's turnover derives wholly from its principal activity.

Unaudited
2023
2022
as restated
£
£
Turnover analysed by geographical market
United Kingdom
447,852
231,298
America
12,281
10,640
Asia
216,032
5,057
Europe
225,957
48,445
Pacific
5,050
1,587
907,172
297,027
4
Operating profit
Unaudited
2023
2022
Operating profit for the year is stated after charging:
£
£
Exchange losses
223
113
Depreciation of owned tangible fixed assets
10,159
3,715
5
Auditor's remuneration
Unaudited
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
8,000
-
0
For other services
Taxation compliance services
2,000
-
0
All other non-audit services
1,600
-
0
3,600
-
QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
- 17 -
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

Unaudited
2023
2022
Number
Number
Selling and customer support
2
2
Development
4
4
Administration and other
2
2
Total
8
8

Their aggregate remuneration comprised:

Unaudited
2023
2022
£
£
Wages and salaries
269,831
134,187
Social security costs
28,114
2,282
Pension costs
26,894
2,979
324,839
139,448
7
Directors' remuneration
Unaudited
2023
2022
£
£
Remuneration for qualifying services
11,168
33,504
Company pension contributions to defined contribution schemes
220
660
11,388
34,164

Directors remuneration relates to those directors in position until 31 August 2022. Directors appointed after this date are remunerated by other group entities.

8
Taxation
Unaudited
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
274
2,520
QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
8
Taxation
Unaudited
2023
2022
(Continued)
- 18 -
Deferred tax
Origination and reversal of timing differences
(2,412)
-
0
Other adjustments
5,275
-
0
Total deferred tax
2,863
-
0
Total tax charge
3,137
2,520

An increase in the UK corporation tax rate from 19% to 25% (effective from 1 April 2023) was substantively enacted on 10 June 2021.The increase in the rate will apply to companies with profits over £250k. Also announced in the Budget on 3 March 2021 was the introduction of small profits rate of 19% to apply to profits under £50k with a tapered rate to apply on profits above this threshold but under £250k.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Unaudited
2023
2022
£
£
Profit before taxation
15,413
91,175
Expected tax charge based on the standard rate of corporation tax in the UK of 20.48% (2022: 19.00%)
3,157
17,323
Tax effect of expenses that are not deductible in determining taxable profit
81,307
190
Tax effect of utilisation of tax losses not previously recognised
(101,872)
-
0
Unutilised tax losses carried forward
-
0
6,404
Change in unrecognised deferred tax assets
-
0
1,681
Effect of change in corporation tax rate
15,275
-
0
Permanent capital allowances in excess of depreciation
(5)
199
Research and development tax credit
-
0
(23,277)
Deferred tax adjustments in respect of prior years
5,275
-
0
Taxation charge for the year
3,137
2,520

The company had estimated tax losses of £nil (PY: £420,000) to utilise against future taxable profits.

QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
- 19 -
9
Tangible fixed assets
Computer and office equipment
£
Cost
At 30 June 2022 (unaudited)
67,092
Additions
112
Disposals
(52,423)
At 29 June 2023
14,781
Depreciation and impairment
At 30 June 2022 (unaudited)
45,994
Depreciation charged in the year
10,159
Eliminated in respect of disposals
(52,423)
At 29 June 2023
3,730
Carrying amount
At 29 June 2023
11,051
At 29 June 2022 (unaudited)
21,098
10
Fixed asset investments
Unaudited
2023
2022
Notes
£
£
Investments in subsidiaries
11
1
1
11
Subsidiaries

Details of the company's subsidiaries at 29 June 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Quadratica Training Limited
5th Floor, One New Change, London EC4M 9AF
Ordinary
100.00
QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
- 20 -
12
Debtors
Unaudited
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
63,533
72,143
Corporation tax recoverable
-
0
2,724
Amounts owed by group undertakings
-
0
392,983
Prepayments and accrued income
-
0
1,028
63,533
468,878
13
Creditors: amounts falling due within one year
Unaudited
2023
2022
Notes
£
£
Trade creditors
243
1,722
Amounts owed to group undertakings
160,248
-
0
Corporation tax
274
-
0
Other taxation and social security
53,122
31,414
Deferred income
16
330,121
330,163
Other creditors
952
1,483
Accruals
11,600
-
0
556,560
364,782
14
Creditors: amounts falling due after more than one year
Unaudited
2023
2022
Notes
£
£
Deferred income
16
64,789
72,067
15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Unaudited
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
2,863
-
QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
15
Deferred taxation
(Continued)
- 21 -
2023
Movements in the year:
£
Liability at 30 June 2022 (unaudited)
-
Charge to profit or loss
2,863
Liability at 29 June 2023
2,863

The deferred tax liability set out above is not expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

16
Deferred income
Unaudited
2023
2022
£
£
Other deferred income
394,910
402,230
Included in the financial statements as follows:
Current liabilities
330,121
330,163
Non-current liabilities
64,789
72,067
394,910
402,230
17
Retirement benefit schemes
Unaudited
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
26,894
2,979

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.

18
Share capital
Unaudited
Unaudited
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 5p each
2,319
2,319
116
116
A Ordinary shares of 5p each
1,215
1,215
61
61
3,534
3,534
177
177
QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
- 22 -
19
Reserves
Share premium

This relates to amounts paid per share over and above the par value less any issue costs.

Capital redemption reserve

This represents the par value of shares redeemed by the company.

Profit and loss reserves

This reserve represents cumulative profits or losses net of dividends paid.

20
Related party transactions

The company has taken advantage of the exemption under FRS 102 section 33.1A, as a wholly owned subsidiary of OSI Systems Inc. and has not disclosed details of transactions with other wholly owned group companies.

21
Ultimate controlling party

On 31 August 2022 Quadratica (UK) Limited became a wholly owned subsidiary of Rapiscan Systems Limited, a company registered in England and Wales. Rapiscan Systems Limited is a subsidiary undertaking of OSI Systems Inc., a company registered in the State of California USA. The directors consider OSI Systems Inc. to be the controlling ultimate parent company and a copy of this company's accounts can be obtained from 12525 Chadron Avenue, Hawthorne, CA 90250, USA.

22
Prior period adjustment
Reconciliation of changes in equity
1 January
29 June
2022
2022
Notes
£
£
Adjustments to prior year
Adjustment to deferred revenue
1
-
(72,067)
Equity as previously reported
-
760,644
Equity as adjusted
-
688,577
Analysis of the effect upon equity
Profit and loss reserves
-
(72,067)
Reconciliation of changes in profit for the previous financial period
2022
Notes
£
Adjustments to prior year
Adjustment to deferred revenue
1
(72,067)
Profit as previously reported
160,722
Profit as adjusted
88,655
QUADRATICA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2023
22
Prior period adjustment
(Continued)
- 23 -
Notes to reconciliation
1. Deferred revenue

Deferred revenue was found to have been understated in the prior period.

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