The directors present the strategic report for the year ended 31 December 2022.
The principal activity of the company was that of a holding company which has a trading UK subsidiary and a sub-subsidiary which is a European Customer Identity & Access Management (CIAM) software provider and GLEIF accredited Local Operating Unit authorised to issue Legal Entity Identifiers.
The Ubisecure Group has continued to deliver strong revenue growth in 2022. The strong performance saw an increase in LEI issuance and further assured the continued position of global #1 LEI issuer. Geographic expansion of IAM continued to make progress, reinforcing our position as a prominent European focussed CIAM provider, with a well-established Nordic presence and leadership.
Principal risks currently faced are detailed below:
Currency risk: the group transacts in euros and pounds sterling and therefore is susceptible to the GBP/EUR exchange rate.
Interest rate risk: the group is susceptible to movements in interest rates on external financing.
Inflation risk: the group is affected by recent price rises due to inflation
Results are monitored by the directors against agreed annual budgets to assess the business environment and make appropriate changes to manage and mitigate risk.
All Ubisecure business areas continue to transition well to an MRR (Monthly Recurring Revenue) business model. The increase in overall revenue whilst making this transition to MRR and maintaining the #1 LEI issuer position progresses us towards our vision of combining highly assured organisation identity with strongly authenticated individual identity to show who you are, who you represent, and the rights you have when doing so.
The macro-economic conditions have not improved in 2022, moving from the Covid pandemic to war in the Ukraine. Due to the nature of the core business, IAM and online LEI Issuer, the Company was well positioned to continue to pursue growth during that time. Governments and businesses alike have had to change and adapt their business operations in order to cope with the security implications of the Ukraine invasion, which have subsequently had a positive impact on the digital identity and cybersecurity space where the Company currently operates in.
On 22 March 2024, a funding round took place. As a result of this, 46,074 Ordinary A3 shares were issued for total consideration of £2,499,975.
On 27 July 2024, a further funding round took place. As a result of this, 18,430 Ordinary A3 shares were issued for total consideration of £1,000,012.
Group R&D
R&D is undertaken mainly within the Finnish subsidiary. Oversight is provided at board, exec and product management level from the UK companies. The predominant focus is with respect to efficiency in LEI issuance and broadening the identity support within the IAM business unit. For the IAM unit this includes integration with LEI to provide highly assured organisation identity as a core part of our vision. For the LEI business unit this includes further automation of verification of organisations and development to ensure compliance with evolving eco-system requirements.
On behalf of the board
The directors present their annual report and audited financial statements for the year ended 31 December 2022.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend. No ordinary dividends were paid in the prior year.
No preference dividends were paid. The directors do not recommend payment of a final dividend. No preference dividends were paid in the prior year.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Cooper Parry Group Limited were appointed as auditors to the group 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.
We have audited the financial statements of Ubisecure Holdings Limited (the 'Group') for the year ended 31 December 2022, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Group Balance Sheet, the Consolidated Statement of Changes in Equity, the Group Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Group 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 material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group'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 the audit:
the information given in the Group and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of Group and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Group, or returns adequate for our audit have not been received from branches not visited by us; or
the Group 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.
As explained more fully in the Directors' responsibilities statement set out on page 2, 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 Group'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 Group or Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations
We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgments and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
reading the minutes of meetings of those charged with governance; enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and the Group’s legal advisors.
agreeing financial statement disclosures to underlying supporting documentation
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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.
Use of our report
This report is made solely to the Group’s and parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Group's and parent Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the group and the parent Group’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
The accounting policies and notes on pages 15 to 31 are an integral part of these financial statements.
The accounting policies and notes on pages 11 to 27 are an integral part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £500,400 (2021:£397,345 loss).
Ubisecure Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit L3/12, Vinters Business Park, New Cut Road, Maidstone, Kent, ME14 5NZ.
The group consists of Ubisecure Holdings Limited and all of its subsidiaries. Subsidiaries are detailed in note 12.
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. 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 Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The 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 for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated financial statements incorporate those of Ubisecure Holdings Limited and all of its subsidiaries (i.e entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Notwithstanding that the group has made a loss after taxation for the year of £1,380,817, the financial statements have been prepared on a going concern basis. The directors have prepared projected cash flow information in excess of 12 months from the date of their approval of these financial statements.
The detailed projections demonstrate that the group is forecast to remain cash positive and accordingly the directors believe the group has adequate resources to continue in operational existence for the period of at least 12 months from the date of the approval of these financial statements. The directors believe that adequate funding has been obtained to ensure that it can meet its financial obligations for the foreseeable future.
Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for services provided, net of returns, discounts and rebates allowed by the Group and value added taxes.
Identity Access Management (IAM) Revenue Recognition
Perpetual Licenses
This represents a perpetual right of usage of one or more named software components for a defined number of identities. Revenue is typically recognised up front, upon delivery of License(s) being accepted by the Customer and our performance obligation completed.
Support and Maintenance
The right to receive product updates and to obtain assistance in usage of products during business hours for the period defined in the contract. Typically revenue is allocated monthly over the contractual period the Support and Maintenance contract covers.
Subscription
A monthly right of usage of one of more named software components for a defined number of identities; or a monthly variable number of identities. Revenue is typically recognised monthly or quarterly in arrears subsequent to the initial delivery of License(s) being accepted by the customer and our performance obligation completed.
Cloud Services
The provision of products, hosting and support and maintenance as a complete service on a monthly basis. Revenue is typically recognised monthly subsequent to the customer being given initial access to our Admin Interface and our performance obligation completed.
Legal Entity Identifier (LEI) Revenue Recognition
Retail LEI Issuance
Issuance of a valid LEI number publishable on the GLEIF database. Revenue is recognised up front, upon issuance of the LEI number to the Customer by our Client Services Team.
LEI License
The right of usage of the RapidLEI platform for the purpose of issuance of a defined ("limited") number of LEI numbers publishable on the GLEIF Database. Revenue is typically allocated over the contractual period subsequent to the initial delivery of the License being accepted by the customer and performance obligation completed.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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 recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group after deducting all of its 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable loss for the year. Taxable loss differs from net loss 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 within equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting cconditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Each year the Group considers whether intangible assets and goodwill are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of Ubisecure OY. This requires estimation of the future cash flows from Ubisecure OY and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 December 2022 are as follows. All subsidiaries below are included in the consolidated financial statements.
Registered office addresses (all UK unless otherwise indicated):
Unit L3/12 Vinters Business Park, New Cut Road, Maidstone, Kent ME14 5NZ
Vaisalantie 2 Espoo, 02130. Finland
Amounts due from Ubisecure Limited of £10,934,066 (2021: £11,096,767) are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
Amounts due from Ubisecure Oy of £292,717 (2021: £260,823) are in respect of an unsecured capital loan, which carries an interest rate of 5% and is repayable on demand and by no later than 30th August 2026. There is also a trading balance with Ubisecure Oy of £37,864 (2021: £44,769).
Amounts due from RapidLEI Limited in respect of an intercompany loan are £369 (2021: £200).
Loans and overdrafts includes an amount owed to Octopus Apollo VCT Plc of £1,035,136 (2021: Nil) in respect of a loan.
Amounts due of £308,731 (2021: £233,731) are in respect of a trading balance with Ubisecure Oy.
Loans and overdrafts includes an amount owed to Octopus Apollo VCT Plc of £605,884 (2021: £1,478,330) in respect of a loan.
The Company has a Bounce Back Loan owing of £42,500 (2021:£50,000). Group loans consists of the Company Bounce Back Loan and State Treasury loans in Finland. The loan from related party is owed to Octopus Apollo VCT Plc.
The following are the major deferred tax assets recognised by the group and company, and movements thereon:
As at 31 December 2022 Ubisecure Oy has unrelieved losses of £4,164,251. Under local tax legislation in Finland, Ubisecure Oy is not able to recognise a deferred tax asset in relation to these losses in their Financial Statements, but the tax losses may be offset in future against the taxable profits generated by the company. Ubisecure Oy therefore does have access to a deferred tax asset in respect of the unrelieved tax losses at a rate of 20% (current Corporate Tax Rate in Finland). The directors consider it prudent to only recognise a deferred tax asset to the extent it may be recovered in the next two years and therefore as at 31st December 2022 the deferred tax asset is £112,739.
The number of equity-settled share-based payments has been disclosed in the below table. During the year. the charge for equity-settled share based payments was immaterial. Ubisecure Holdings Limited have share options in issue, all options which have been granted have non-market vesting conditions attached and all share options which have been granted are of the same class.
B shares are exercisable on a set date, an exit event, or at the directors' discretion following the grant date. There are no cash settlement alternatives for the employees therefore these are all accounted for as equity settled under FRS 102.
Fair value calculations
The fair value of options granted is calculated at the date of grant using a Black-Scholes options pricing model. Expected volatility was determined by utilising market data for businesses of a similar nature given that the shares are not traded and volatility has been taken over the expected life of the options. The expected life applied in the model is based on the terms of agreements in place for options granted.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
On 22 March 2024, a funding round took place. As a result of this, 46,074 Ordinary A3 shares were issued for total consideration of £2,499,975.
On 27 July 2024, a further funding round took place. As a result of this, 18,430 Ordinary A3 shares were issued for total consideration of £1,000,012.
Ubisecure Holdings Limited has a balance owed by Ubisecure Limited of £10,934,066 (2021: £11,096,767) this is unsecured, interest free, has no fixed date of repayment and is repayable on demand.
Ubisecure Holdings Limited has amounts owed from Ubisecure Oy of £292,717 (2021: £260,823) which is in respect of an unsecured capital loan, which carries an interest rate of 5% and is repayable on demand and by no later than 30th August 2026. There is also a trading balance with Ubisecure Oy of £37,864 (2021: £44,769).
Ubisecure Holdings Limited has an amount due from RapidLEI Limited in respect of an intercompany loan of £369 (2021: £200).
Ubisecure Holdings Limited has an amount owed to Octopus Apollo VCT Plc of £1,641,020 (2021: £1,478,330) in respect of a loan.
Ubisecure Holdings Limited has an amount owed to Ubisecure Oy of £308,731 (2021: £233,731) in respect of a trading balance.
During the year, £133,566 was paid to a Director of the company for the provision of consulting services.
Overaccrued costs of £76,648 were removed from comparative cost of sales in the consolidated statement of comprehensive income and restated to reduce other creditors by the equal amount. The impact of this has decreased retained earnings deficit brought forward in 2022 by £76,648.
Some prior year comparatives have also been reclassed. This has not affected profit for the year, however the balances are now more accurately presented for the users of the accounts.