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Registered number: 05265883









UBIQUITOUS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

 
UBIQUITOUS LIMITED
 

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 10
Statement of comprehensive income
 
11
Balance sheet
 
12
Statement of changes in equity
 
13
Analysis of net debt
 
13
Notes to the financial statements
 
14 - 28


 
UBIQUITOUS LIMITED
 
 
COMPANY INFORMATION


Directors
J S Kurzman (resigned 11 November 2023)
A Simsek (appointed 11 November 2023)




Registered number
05265883



Registered office
29 Ely Place

London

EC1N 6TD




Principal place of business
29 Ely Place

London

EC1N 6TD






Independent auditors
Nyman Libson Paul LLP
Chartered Accountants & Registered Auditors

124 Finchley Road

London

NW3 5JS




Page 1

 
UBIQUITOUS LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
Ubiquitous Limited, henceforth referred to as the 'Company', is the UK’s leading taxi advertising company and has been for more than 10 years. The 'home of intelligent taxi advertising', the Company is renowned in the advertising industry for working alongside their clientele and delivering cost-effective and market-engaging taxi advertising solutions that combine media insight with creative ideas and innovation.
Leading the way by putting taxi advertising on Route, the Out-of-Home advertising industry’s audience measurement platform, the Company continues to hold the greatest national footprint of any taxi advertising company in the UK. The Company operates both in London and in more than 20 key cities outside of the capital enabling its clientele to reach their brand's target audience across the UK through the Company's regional operation centres. 

Business review
 
The principal activity of the Company, during the year under review, continued to be the provision of advertising solutions.
Taxis are a unique outdoor advertising format; always on the move, reaching new people every day both in busy city centres as well as in quiet residential streets where there is simply no other form of outdoor media. The ubiquity of taxi advertising places brands in front of an audience that is becoming increasingly both time-poor and demographically attractive.
The sole director, as of the date this report was approved for distribution, is of the opinion based on both internally and externally performed market research that taxi advertising continues to be a principal driver of brand awareness. Customers continue to view taxi advertising as an engaging format with which brands can drive sales. The director intends to support the continued development of the business through exploiting market research data, advances in technology and market promotion.
The results of the Company for the year ended 31 December 2023 show a pre-tax profit of £2,267,995 (15 months ended 31 December 2022: £3,985,096) based on turnover of £14,396,319 (15 months ended 31 December 2022: £19,836,789).

Principal risks and uncertainties
 
Execution of the Company's strategy and the resulting operating performance of the Company are influenced by a number of risk factors, some of which are out of the control of Company management.
Overall responsibility for the Company's systems of internal control and risk management and for reviewing their overall effectiveness is held by the directors of the Company whom together apply an adaptive approach in identifying and mitigating such risks and taking appropriate steps to implement changes as appropriate.
In the opinion of the directors who served during the period up to the date this report was approved, the key business risks and uncertainties affecting the Company are considered to relate, in no particular order of rank, to the following:

Competition from alternative formats of advertising in the Out-of-Home advertising market, such as billboards and video displays. The risk of direct competition is managed through market research by better understanding customer needs, tailoring value-added services and forging, as well as maintaining, strong trading relationships.

The Company’s trade is primarily a service business in which the ability of its employees to develop and maintain relationships with its customers and suppliers is imperative to its success. The risks associated with losing key personnel is mitigated through continued monitoring of the levels and structure of remuneration of employees as well as the provision for opportunities for development, training and progression.

Page 2

 
UBIQUITOUS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Financial key performance indicators
 
Given the straightforward and individual nature of the business, the directors who served during the period up to the date this report was approved consider turnover, gross and operating profit, net asset position and cash flow as the relevant financial key performance indicators sufficient to ensure an appropriate understanding to the true underlying financial performance and position of the Company.
Details of these financial key performance indicators for the current and preceding financial reporting periods can be found on pages 11 to 13 of the financial statements.

Other key performance indicators
 
The directors who served during the period up to the date this report was approved do not consider, in the context of the market in which the Company trades, that there are any consistent non-financial key performance indicators which would assist in ensuring a sufficient understanding of the Company's underlying performance not already determinable from information available elsewhere.


This report was approved by the board and signed on its behalf.


A Simsek
Director

Date: 20 September 2024

Page 3

 
UBIQUITOUS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the period ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the period, after taxation, amounted to £2,119,337 (2022 - £3,349,897).

Following the balance sheet date, the sole director has resolved payment of a final dividend to its shareholders of £4m in respect of the financial performance of the Company up to and including the year ended 31 December 2023.

Directors

The directors who served during the period were:

J S Kurzman (resigned 11 November 2023)
A Simsek (appointed 11 November 2023)

Future developments

The commercial environment in which the Company and its group operates remains competitive. However, the directors who served during the period up to the date this report was approved are of the opinion that with the established reputation of Ubiquitous in the UK, the Company will be able to maintain and build upon its current market position. 
The directors of the Company, along with the directors and senior management of its Group and ultimate parent undertaking, continue to explore all available opportunities to grow organically through ongoing evaluation of the ever changing market.

Page 4

 
UBIQUITOUS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsNyman Libson Paul LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 


A Simsek
Director

Date: 20 September 2024

Page 5

 
UBIQUITOUS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED
 

Unqualified opinion on the financial statements


We have audited the financial statements of Ubiquitous Limited (the 'Company') for the period ended 31 December 2023, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 2023 and of its profit 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.


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 United Kingdom, including the Financial Reporting Council'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.


Page 6

 
UBIQUITOUS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the annual report other than the financial statements and  our auditors' 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.


Opinion 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 strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


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:


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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, 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.


Page 7

 
UBIQUITOUS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement within the financial statements, whether due to fraud or error, by designing and performing audit procedures responsive to those risks and obtaining sufficient and appropriate evidence to provide a basis for our opinion.
In identifying and assessing risks of material misstatement, we have considered the following:
the nature of the industry and sector in which the Company operates;
the control environment and business performance of the Company;
the organisational structure and management of the group of which the Company is an undertaking of;
the Company's accountancy function and the use of third party service organisations as part of it;
results of our enquiries of management about their own identification and assessment of the risks of irregularities;
any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to identifying, evaluating and complying with laws and regulations and detecting and responding to the risks of fraud;
whether the directors were aware of any instances of noncompliance or of actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
those matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the Company for fraud and identified the greatest potential for fraud in the following areas:
timing of recognition of commercial income; and
posting of unusual journals and complex transactions.

As is common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management (as required by auditing standards).
 
Page 8

 
UBIQUITOUS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED (CONTINUED)


The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation.
The key laws and regulations we considered in this context included the Company’s ongoing compliance with the UK Companies Act, current UK trading, employment and tax legislation and the following most likely to have such an effect given the nature of the Company's activities: general data privacy and protection, anti-trust compliance and anti-bribery and corruption.
We communicated those relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. These limited procedures did not identify actual or suspected non-compliance.
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 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.
Auditing standards limit the required audit procedures to identify non-compliance with laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
In addition, as with any audit, the risk of non-detection of a material misstatement resulting from fraud is greater than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance.
We identified the recognition of commercial income and the risk of management override as key audit matters related to the potential risk of fraud. In response to those key audit matters, our procedures included: 
In regards to the recognition of commercial income:
discussion of the revenue recognition policy with management and performance of system walkthroughs to re-confirm our understanding of the revenue recognition process;
testing whether amounts recognised were accurate and recorded in the correct period; and
assessing that the accounting entries have been recorded in accordance with Section 23 of FRS 102.

In regards to the risk of management override:
testing the appropriateness of journal entries and other adjustments;
assessment of the appropriateness of accounting policies used, the reasonableness of accounting estimates and judgments implemented and whether there is indication of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

 
Page 9

 
UBIQUITOUS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED (CONTINUED)


Our audit testing will include testing complete populations of certain transactions and balances, however, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
In addition to the aforementioned, our procedures to respond to risks identified included the following:
evaluation of the overall presentation, structure and content of the financial statements and whether the financial statements represent the underlying transactions and events in a manner that achieves a presentation that is true and fair.and in accordance with the provisions of relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance,
reviewing correspondence with HMRC; and
concluding on the appropriateness of the directors' application of the going concern basis of accounting in preparing the financial statements and, based on the evidence obtained, concluding whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern.

Our conclusions in regards to going concern are based on the evidence obtained up to the date of the audit report and may not account for all future events or conditions that may transpire as subsequent events may result in outcomes that are inconsistent with judgments that were reasonable at the time they were made. Consequently, our conclusions are not a guarantee that the Company will continue in operation.


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 auditors' report.


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 2006Our 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 auditors' 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.


Richard Paul (senior statutory auditor)
  
for and on behalf of
Nyman Libson Paul LLP
 
Chartered Accountants
Registered Auditors
  
124 Finchley Road
London
NW3 5JS

20 September 2024
Page 10

 
UBIQUITOUS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

12 months ended
31 December
15 months ended
31 December
2023
2022
£
£

  

Turnover
 4 
14,396,319
19,836,789

Cost of sales
  
(7,871,649)
(11,225,281)

Gross profit
  
6,524,670
8,611,508

Distribution costs
  
(354,399)
(377,793)

Administrative expenses
  
(3,929,839)
(4,251,526)

Other operating income
 5 
-
3,344

Operating profit
  
2,240,432
3,985,533

Interest receivable
 10 
27,563
2,907

Interest payable
 11 
-
(3,344)

Profit before tax
  
2,267,995
3,985,096

Tax on profit
 12 
(148,658)
(635,199)

Profit for the financial period
  
2,119,337
3,349,897

  

The notes on pages 14 to 28 form part of these financial statements.

Page 11

 
UBIQUITOUS LIMITED
REGISTERED NUMBER: 05265883

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
323,125
378,125

Tangible assets
 14 
69,226
96,040

  
392,351
474,165

Current assets
  

Debtors
 15 
5,957,861
7,955,840

Cash at bank and in hand
 16 
1,063,013
1,138,186

  
7,020,874
9,094,026

Creditors: amounts falling due within one year
 17 
(5,167,263)
(5,435,314)

Net current assets
  
 
 
1,853,611
 
 
3,658,712

Total assets less current liabilities
  
2,245,962
4,132,877

Provisions for liabilities
  

Deferred tax
 19 
(16,153)
(22,405)

  
 
 
(16,153)
 
 
(22,405)

Net assets
  
2,229,809
4,110,472


Capital and reserves
  

Called up share capital 
  
100
100

Profit and loss account
  
2,229,709
4,110,372

  
2,229,809
4,110,472


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

A Simsek
Director

Date: 20 September 2024

The notes on pages 14 to 28 form part of these financial statements.

Page 12

 
UBIQUITOUS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 October 2021
100
760,475
760,575



Profit for the period
-
3,349,897
3,349,897



At 1 January 2023
100
4,110,372
4,110,472



Profit for the period
-
2,119,337
2,119,337

Dividends: Equity capital
-
(4,000,000)
(4,000,000)


At 31 December 2023
100
2,229,709
2,229,809



ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

1,138,186

(75,173)

1,063,013


1,138,186
(75,173)
1,063,013

Page 13

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Ubiquitous Limited (the "Company") is a private company limited by shares and is incorporated and domiciled in the United Kingdom. The address of the Company's registered office and principal place of business can be found within the Company Information on page 1 of these financial statements.

2.Accounting policies

  
2.1

Summary of significant accounting policies

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

 
2.2

Basis of preparation of financial statements

The financial statements of the Company have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and the UK Companies Act 2006.
The preparation of financial statements in conformity with Financial Reporting Standard 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies.
Details of those estimates and/or judgments made in applying the Company's accounting policies towards the preparation of these financial statements that may be considered as yielding a significant risk of a material adjustment being made to the carrying amounts of assets and/or liabilities reported in the balance sheet during the next financial reporting period are disclosed in note 3 to the financial statements.

  
2.3

Functional and presentational currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency").
The functional currency of the Company and the currency in which the financial statements are presented (the "presentational currency") is 'Pounds Sterling' (£) rounded to the nearest single unit of currency.

  
2.4

Comparatives

Comparative figures are for the 15 month period ended 31 December 2022.

 
2.5

Going concern

The sole director at the time of approving the financial statements, having reviewed the Company's performance up to the date these financial statements were approved and expected performance over the 18 months following the balance sheet date, has a reasonable expectation that the Company has, available at its disposal, adequate resources to continue in operational existence for the foreseeable future.
 
Page 14

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.5
Going concern (continued)

While there will always remain inherent uncertainty, the director has no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Company to continue as a going concern and therefore considers it both appropriate to continue to adopt the going concern basis in preparing the Company's financial statements and to not recognise any adjustments in the financial statements that would arise if the going concern basis were to become no longer appropriate.

 
2.6

Revenue

Turnover represents revenue receivable in respect of the provision of advertising solutions and is measured at the fair value of consideration receivable gross of commissions payable and net of Value Added Taxation.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the amount of revenue attributable can be reliably measured with the method by which revenue is recognised dependant upon the inherent nature of the underlying transactions as outlined below:
Provision of services under contract
• Revenue is recognised over the term of the contract
Production of advertising panels
• Revenue is recognised on completion of production

 
2.7

Operating leases

Leases that do not substantially transfer all the risks and rewards associated with ownership of the asset to the lessee are classified as operating leases.
Operating leases, net of benefits receivable as an incentive for entering into the lease, are charged to profit or loss on a straight line basis over the lease term.

 
2.8

Pensions

The Company operates a defined contribution pension plan for its employees and makes contributions towards the personal pensions of certain employees. 
A defined contribution pension plan is one under which the Company pays fixed contributions to a separate entity. Once the contributions have been paid the Company has no further payment obligations. 
Contributions payable are recognised as an expense in profit or loss for the reporting period when they fall due. Amounts falling due but not paid are included within other creditors in the balance sheet. 
The assets of the pension plan are held separately from the Company in independently administered funds.

Page 15

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Government grants

COVID-19 related government grants receivable in light of the ongoing COVID-19 situation comprise of grants receivable under the Coronavirus Job Retention Scheme (“CJRS”) and Coronavirus Business Interruption Loan Scheme ("CBILS").
Government grants are recognised in profit or loss in the same period in which the related costs covered by the grant are incurred to the extent there is reasonable certainty that the grant will be received.

 
2.10

Taxation

Taxation for the financial reporting period comprises of current (i.e. corporation) and deferred taxation; both of which are recognised in profit or loss.
Current taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date in the UK where taxable income is generated by the Company through its business operations. Positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation are periodically evaluated with provisions recognised, where appropriate, on the basis of amounts expected to be payable to the respective tax authorities.
Deferred taxation is recognised on temporary differences arising between the tax bases of assets and liabilities and their respective carrying amounts in the financial statements. Deferred taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred tax asset/liability is realised/settled. Deferred tax assets are recognised only to the extent that it is sufficiently probable that future taxable profits will be available against which the temporary differences can be utilised. 

 
2.11

Intangible assets

Intangible assets comprise of goodwill in respect of purchased trading contracts.
On initial recognition, goodwill is determined as the difference between amounts paid on acquisition and the fair value of the associated identifiable assets and liabilities.
Subsequently, goodwill is measured at cost less accumulated amortisation (measured on a straight-line basis) and impairment losses with any related expenditure previously recognised in profit or loss not recognised as an asset in a subsequent period.

 
2.12

Tangible fixed assets

Tangible fixed assets are recognised under the cost model and stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended upon acquisition.

Page 16

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is provided on the following basis:

Leasehold property improvements
-
Over the term of the lease or over 4 years where the lease has no fixed term
Other fixed assets
-
Over 2 to 4 years

Depreciation of a tangible fixed asset commences once the asset is available for use. The residual value and depreciation basis of tangible fixed assets are reviewed, and adjusted prospectively where deemed appropriate, if there is an indication of a significant change since the last balance sheet date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities; with said financial assets and liabilities classified in accordance with the substance of the underlying contractual obligations rather than its legal form.
Financial assets and liabilities are recognised upon the Company becoming party to the contractual provisions of the instrument. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or the financial asset is transferred along with substantially all the risks and rewards of ownership of the asset to another party. Financial liabilities are derecognised only when the Company’s obligations are discharged, cancelled or expired.
The measurement of specific financial assets, financial liabilities and equity held by the Company is as outlined in notes 2.14 to 2.17 of the financial statements.

 
2.14

Debtors

Debtors excluding deferred tax assets (see note 2.10) are initially measured at transaction price (i.e fair value) and subsequently held, at transaction price less provision for impairment.

 
2.15

Cash and cash equivalents

Cash balances are reported by the Company as being financial instruments classified as short term receivables and are represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours and subject to an insignificant risk of changes in value. Cash balances are held at floating interest rates linked to UK bank rates.

 
2.16

Creditors

Creditors are initially measured and subsequently held at transaction price.

Page 17

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Equity

Ordinary share capital, shown in equity, is initially measured and subsequently held at its nominal value. Where the transaction price for issued shares exceeds their nominal value, the difference is shown under equity in a share premium account with any directly attributable transaction costs associated with the issuing of said shares deducted from said share premium account.
Equity dividends are recognised upon approval of their issue by the Company's directors.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies the directors, who served during the reporting period up to the date these financial statements were approved, are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. Although the expected outcome of said estimates and assumptions will, by definition, seldom equal the related actual results; estimates and judgments made are continually re-evaluated and are based on historical experience as well as other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical judgments in applying the entity’s accounting policies
There are no critical judgments made in applying the entity's accounting policies.
Critical accounting estimates and assumptions
The estimates and assumptions that are considered as having a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are addressed below:
Impairment of trade receivables
When assessing the recoverable value of trade receivables, a variety of factors are considered including the ageing profile of the debt, historical and market experience with the customer and the quality of communications to date.

Provision for accrued expenditure
When assessing the value of accrued expenditure to be recognised at the balance sheet date, work undertaken prior to the reporting date and related third party goods and services acquired as a result of said work yet to be invoiced to the Company is considered. Where invoices are unavailable on determining the provision, the value of applicable third-party goods and services is estimated based on quotations received prior to receiving the goods/services or on historically observed transactions of a similar nature.


4.


Turnover

The whole of the turnover is attributable to the provision of advertising solutions as disclosed in note 2.6 to the financial statements. In the opinion of the sole director at the time of approving these financial statements, the classes of revenue streams provided do not differ substantially.

All turnover arose within the United Kingdom.

Page 18

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Other operating income

12 months ended
31 December
15 months ended
31 December
2023
2022
£
£

Government grants receivable
-
3,344



6.


Auditors' remuneration

The following amounts were due by the Company to its auditors in respect of statutory audit and other professional services provided during the financial period:


12 months ended
31 December
15 months ended
31 December
2023
2022
£
£

Statutory audit services
15,000
19,500

Taxation compliance services
3,926
3,750


7.


Employees

Staff costs, including directors' remuneration, were as follows:


12 months ended
31 December
15 months ended
31 December
2023
2022
£
£

Wages and salaries
2,390,222
2,296,982

Social security costs
304,043
301,887

Cost of defined contribution scheme
95,020
343,110

2,789,285
2,941,979


The average monthly number of employees, including directors, during the period was 35 (2022 - 33).

Page 19

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Directors' remuneration

12 months ended
31 December
15 months ended
31 December
2023
2022
£
£

Directors' emoluments
-
214,727

Company contributions to defined contribution pension schemes
-
40,000

-
254,727


During the period retirement benefits were accruing to no directors (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £NIL (2022 - £123,861).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).


9.


Key management personnel

The directors and certain senior employees of the Company are considered to comprise the key management personnel of the Company.
The directors of the Company are remunerated by the ultimate parent undertaking, Firefly Systems Inc (see note 25) with any services provided to the Company considered incidental to their main duties at Firefly Systems Inc.
Total remuneration payable in respect of short-term and post employee benefits to non-director key management personnel amounted to £646,244 and £nil respectively for the 12 months ended 31 December 2023 (£536,681 and £40,000 respectively for the 15 months ended 31 December 2022).


10.


Interest receivable

12 months ended
31 December
15 months ended
31 December
2023
2022
£
£


Other interest receivable
27,563
2,907

Page 20

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Interest payable

12 months ended
31 December
15 months ended
31 December
2023
2022
£
£


Bank interest payable
-
3,344


12.


Taxation


12 months ended
31 December
15 months ended
31 December
2023
2022
£
£

Corporation tax


Current tax on profits for the year
151,324
614,460

Adjustments in respect of previous periods
1
3,141


151,325
617,601


Total current tax
151,325
617,601

Deferred tax


Origination and reversal of timing differences
(2,667)
22,549

Adjustments in respect of previous periods
-
(4,951)

Total deferred tax
(2,667)
17,598


Taxation on profit on ordinary activities
148,658
635,199
Page 21

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

12 months ended
31 December
15 months ended
31 December
2023
2022
£
£


Profit on ordinary activities before tax
2,267,995
3,985,096


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
533,445
757,168

Effects of:


Expenses not deductible for tax purposes
35,370
33,481

Fixed assets taxation differences
(25)
(275)

Group relief claimed
(432,910)
(191,434)

Adjustments to current tax charge in respect of prior periods
1
3,141

Adjustments to deferred tax charge in respect of prior periods
-
(4,951)

Remeasurement of deferred tax for changes in tax rates
(973)
(4,900)

Deferred tax assets not recognised
13,750
42,969

Total tax charge for the period
148,658
635,199


Factors that may affect future tax charges

Deferred tax assets of approximately £57,000 in respect of intangible fixed asset differences have not been recognised as part of these financial statements on the grounds that there is insufficient certainty as to whether the Company will generate proceeds in excess of cost on disposal of the respective intangible assets against which said deferred tax assets may be offset.

Page 22

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

13.


Intangible assets




Goodwill

£



Cost


At 1 January 2023
550,000



At 31 December 2023

550,000



Amortisation


At 1 January 2023
171,875


Charge for the period on owned assets
55,000



At 31 December 2023

226,875



Net book value



At 31 December 2023
323,125



At 31 December 2022
378,125


The intangible assets which are material to the financial statements comprise of goodwill on purchased trading contracts. Said assets have a carrying value of £323,125 and a remaining useful life of 5.875 years as of the balance sheet date.


Page 23

 


 
UBIQUITOUS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023


14.


Tangible fixed assets






Short-term leasehold property
Motor vehicles
Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£
£
£



Cost


At 1 January 2023
265,939
102,006
236,586
18,433
208,064
831,028


Additions
10,141
-
-
-
23,020
33,161


Disposals
(4,682)
-
(147,318)
(4,916)
(86,575)
(243,491)



At 31 December 2023

271,398
102,006
89,268
13,517
144,509
620,698



Depreciation


At 1 January 2023
248,732
68,597
220,764
17,313
179,582
734,988


Charge for the period on owned assets
12,160
12,859
313
313
18,352
43,997


Disposals
(4,682)
-
(132,275)
(4,916)
(85,640)
(227,513)



At 31 December 2023

256,210
81,456
88,802
12,710
112,294
551,472



Net book value



At 31 December 2023
15,188
20,550
466
807
32,215
69,226



At 31 December 2022
17,207
33,409
15,822
1,120
28,482
96,040

Page 24

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

15.


Debtors

2023
2022
£
£

Falling due within one year

Trade debtors
5,580,755
4,354,737

Amounts owed by group undertakings
-
3,176,943

Other debtors
196,087
146,508

Prepayments and accrued income
181,019
274,067

Deferred taxation
-
3,585

5,957,861
7,955,840


Trade and other debtors falling due within one year are non-interest bearing and, in the opinion of the sole director at the time of approving these financial statements, of a fair value not materially different to their carrying value.
Amounts owed by group undertakings are unsecured, interest free and repayable on demand with no fixed date of repayment.
At the balance sheet date, the provision for impairment against debtors falling due within one year was £nil (2022: £11,333).


16.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,063,013
1,138,186



17.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
318,721
394,136

Amounts owed to group undertakings
41,361
-

Corporation tax
146,766
208,976

Other taxation and social security
861,040
738,928

Accruals and deferred income
3,799,375
4,093,274

5,167,263
5,435,314


Page 25

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

18.


Financial instruments

The Company held no financial instruments that would require specific disclosure under sections 1.12, 11 or 12 of Financial Reporting Standard 102 and paragraph 36 of Schedule 1 to the Companies Act 2006.


19.


Deferred taxation




2023


£






At 1 October 2021
(18,820)


Credited/(charged) to profit or loss
2,667



At 30 September 2022
(16,153)

The net deferred tax asset/(liability) carried forward is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(16,153)
(22,405)

Other short term timing differences
-
3,585

(16,153)
(18,820)

Comprising:

Asset - due within one year
-
3,585

Liability
(16,153)
(22,405)

(16,153)
(18,820)



In the opinion of the sole director at the time of approving these financial statements, deferred taxation assets and liabilities carried forward as at the balance sheet date and expected to reverse in the following financial reporting period are not considered to be material to warrant further disclosure.


20.


Dividends

2023
2022
£
£

Ordinary Shares of £0.01


Final dividend - 31 December 2023
4,000,000
-

4,000,000
-

Page 26

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

21.


Contingent liabilities

In September 2023, the Company became party to a cross guarantee in which a fixed charge with negative pledge over all present and future assets of the Company was granted in respect of any and all amounts owed towards loan finance arrangements entered into by the ultimate parent undertaking of the Company.


22.


Pension commitments

The pension cost charge represents contributions payable by the Company towards defined contribution pension schemes and amounted to £95,020 for the period ended 31 December 2023 (period ended 31 December 2022: £343,110).

Employee and employer contributions totalling £nil (2022 £nil) were outstanding at the balance sheet date and are included in creditors falling due within one year.


23.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
43,232
107,161

Later than 1 year and not later than 5 years
276,586
373,065

319,818
480,226


24.


Related party transactions

The Company has taken advantage of exemptions provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions undertaken or balances carried forward as at the balance sheet date between the Company and its fellow wholly-owned group undertakings.
There were no other related party transactions and/or period end balances to report in accordance with the UK Companies Act 2006 and Financial Reporting Standard 102 as part of these financial statements.

Page 27

 
UBIQUITOUS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

25.


Controlling party

The Company's immediate parent company is Aventis Media Holdings Limited, a company incorporated under the UK Companies Act 2006 which holds a 100% interest in the total voting rights of Ubiquitous Limited.
The Company's ultimate parent company is Firefly Systems Inc., a company incorporated in the state of Delaware, USA.
Firefly Mobility Media UK Limited is the parent undertaking of the smallest group to consolidate these financial statements as at 31 December 2023. Copies of the aforementioned consolidated financial statements are available from UK Companies House.

 
Page 28