Company registration number 11069905 (England and Wales)
METOCEAN TELEMATICS (U.K.) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
METOCEAN TELEMATICS (U.K.) LIMITED
COMPANY INFORMATION
Directors
Mr T Chedrawy
Mr M Gisborne
Mr M Harding
Company number
11069905
Registered office
Hilldale Farm
Titchfield Lane
Wickham
Fareham
Hampshire
United Kingdom
PO17 5NZ
Auditor
Azets Audit Services
Carnac Place
Cams Hall Estate
Fareham
Hampshire
United Kingdom
PO16 8UY
METOCEAN TELEMATICS (U.K.) LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
METOCEAN TELEMATICS (U.K.) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
140,621
Tangible assets
4
2,976,079
3,120,905
2,976,079
3,261,526
Current assets
Stocks
388,328
339,245
Debtors
5
959,721
742,151
Cash at bank and in hand
86,426
100,025
1,434,475
1,181,421
Creditors: amounts falling due within one year
6
(5,195,902)
(4,292,036)
Net current liabilities
(3,761,427)
(3,110,615)
Total assets less current liabilities
(785,348)
150,911
Creditors: amounts falling due after more than one year
7
(1,602,419)
(1,751,523)
Provisions for liabilities
(54,683)
Net liabilities
(2,387,767)
(1,655,295)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(2,387,768)
(1,655,296)
Total equity
(2,387,767)
(1,655,295)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 25 April 2024 and are signed on its behalf by:
Mr M Harding
Director
Company Registration No. 11069905
METOCEAN TELEMATICS (U.K.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
MetOcean Telematics (U.K.) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hilldale Farm, Titchfield Lane, Wickham, Fareham, Hampshire, United Kingdom, PO17 5NZ.
1.1
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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.
1.2
Going concern
The management of MetOcean Telematics (U.K.) Limited has favourably assessed the company's ability to continue as a going concern. Despite a challenging 2023, we remain optimistic that the company will resume its growth trajectory in 2024.true
An element of MetOcean's business relies on the availability of customers to be able to obtain vehicles. For much of 2023, this continued to be a challenge due to issues with the availability of electronic components, leading to extended lead times in the supply of such vehicles. The result leaving MetOcean being unable to complete sales orders. This situation began to normalise in Q4 of 2023.
A large research and development project will conclude in early 2024, resolving outstanding risk areas. The result is an increased level of certainty for customers, which will lead to an increase in enquiries for the products.
Changes in the overall competitive environment have impacted MetOcean positively, with new customers and markets opening up to the company.
Finally, the company continues to receive support from the wider group, which will ensure the company can continue as a going concern for a period of at least 12 months from the date of signing these financial statements.
Therefore, at 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. We remain committed to implementing necessary measures to ensure financial stability and growth. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration receivable for goods and services provided in the normal course of business, and is shown net of VAT.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
METOCEAN TELEMATICS (U.K.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
Revenue from contracts is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
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:
Freehold land and buildings
2% and 20% on cost
Plant and equipment
20% on cost
Fixtures and fittings
20% on cost
Computers
30% on cost
Motor vehicles
20% on cost
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.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.
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.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
METOCEAN TELEMATICS (U.K.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.8
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.
1.9
Financial instruments
The company 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 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.
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.
1.10
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.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
METOCEAN TELEMATICS (U.K.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.
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.
1.12
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
1.15
Foreign exchange
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.
METOCEAN TELEMATICS (U.K.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was: 28
2023
2022
Number
Number
Total
28
25
3
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
2,109,333
Amortisation and impairment
At 1 January 2023
1,968,712
Amortisation charged for the year
140,621
At 31 December 2023
2,109,333
Carrying amount
At 31 December 2023
At 31 December 2022
140,621
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023
3,215,862
422,756
3,638,618
Additions
3,625
59,037
62,662
At 31 December 2023
3,219,487
481,793
3,701,280
Depreciation and impairment
At 1 January 2023
240,788
276,925
517,713
Depreciation charged in the year
143,095
64,393
207,488
At 31 December 2023
383,883
341,318
725,201
Carrying amount
At 31 December 2023
2,835,604
140,475
2,976,079
At 31 December 2022
2,975,074
145,831
3,120,905
METOCEAN TELEMATICS (U.K.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
255,514
105,110
Other debtors
704,207
637,041
959,721
742,151
6
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
141,100
141,100
Trade creditors
117,738
95,496
Amounts owed to group undertakings
4,102,563
3,051,676
Taxation and social security
35,557
34,872
Other creditors
798,944
968,892
5,195,902
4,292,036
There is a general and continuing security interest over all of the present and future personal property of the company in favour of Export Development Canada.
There is a fixed and floating charge over all property, assets, rights, and revenues of the company in favour of HSBC Bank Canada.
There is a general and continuing security interest in favour of BDC Capital Inc. in all present and future personal property and intellectual property. This security interest is subordinated in rank to any and all other security granted.
The HSBC Bank of Canada and BDC Capital Inc. charges relate to borrowing in other group companies.
Other creditors include £8,004 (2022 - £7,572) relating to a finance lease, which is secured against the asset it relates to.
7
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
1,587,375
1,728,475
Other creditors
15,044
23,048
1,602,419
1,751,523
METOCEAN TELEMATICS (U.K.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Creditors: amounts falling due after more than one year
(Continued)
- 8 -
There is a general and continuing security interest over all of the present and future personal property of the company in favour of Export Development Canada.
There is a fixed and floating charge over all property, assets, rights, and revenues of the company in favour of HSBC Bank Canada.
There is a general and continuing security interest in favour of BDC Capital Inc. in all present and future personal property and intellectual property. This security interest is subordinated in rank to any and all other security granted.
The HSBC Bank of Canada and BDC Capital Inc. charges related to borrowing in other group companies.
Other creditors include £15,044 (2022 - £23,058) relating to a finance lease, which is secured against the asset it relates to.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
James Reilly ACCA
Statutory Auditor:
Azets Audit Services
9
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
28,745
41,243
11
Parent company
The company's parent is 3288406 Nova Scotia Limited, a company registered in Canada.
The ultimate controlling party is considered to be Mr T Chedrawy.