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Registration number: 06677886

Ubiquity Press Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

Ubiquity Press Limited

Contents

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3 to 13

 

Ubiquity Press Limited

Company Information

Directors

T D Mowlam

B K Hole

Company secretary

L J White

Registered office

Unit 3n, 6 Osborn Street
London
E1 6TD

Independent
Auditor

Shaw Gibbs (Audit) Limited
Statutory Auditor
Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

 

Ubiquity Press Limited

(Registration number: 06677886)
Statement of Financial Position as at 31 December 2023

Note

2023
£

2022
£

Non-current assets

 

Property, plant and equipment

5

2,886

3,926

Investments

6

410

410

 

3,296

4,336

Current assets

 

Receivables

7

1,612,002

1,177,605

Cash at bank and in hand

 

39,465

923,347

 

1,651,467

2,100,952

Payables: Amounts falling due within one year

8

(700,012)

(596,825)

Net current assets

 

951,455

1,504,127

Total assets less current liabilities

 

954,751

1,508,463

Creditors: Amounts falling due after more than one year

8

-

(31,667)

Net assets

 

954,751

1,476,796

Equity

 

Called up share capital

9

260

260

Share premium reserve

9

1,770,137

1,770,137

Retained earnings

9

(815,646)

(293,601)

Shareholders' funds

 

954,751

1,476,796

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements of Ubiquity Press Limited were approved and authorised for issue by the Board on 23 December 2024 and signed on its behalf by:
 

.........................................

T D Mowlam
Director

 

Ubiquity Press Limited

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

1

General information

Ubiquity Press Limited (the 'company') is a private company limited by share capital, registered in England and Wales under the Companies Act. The address of the registered office is given on page 1. The company’s principal activities are set out in the directors' report on page 2.

2

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 the years presented, unless otherwise stated.

Going concern

The directors have considered the company’s financial position, liquidity and future performance together with financial projections for the company over the foreseeable future and have also reviewed the ongoing committed financial support from the company's parent undertaking and are confident this will be available for the foreseeable future. After making enquiries, the directors are satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the company’s financial statements.

Ubiquity Press Limited is reliant on the support of Walter de Gruyter GmbH as the parent company which is committed to the UK market and has demonstrated its support through a letter of support.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

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

The functional currency of the company is considered to be pound sterling (£) because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pound sterling (£).

Summary of disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The company is consolidated in the financial statements of its parent Walter de Gruyter GmbH, which may be obtained from Genthiner Strasse 13, D-10785 Berlin, Germany. Exemptions have been taken in these separate company financial statements in relation to financial instruments, presentation of a cash flow statement, transactions with group entities and remuneration of key management personnel.

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Group accounts not prepared

The financial statements present information about the company as an individual undertaking and not about its group. The company is a wholly owned subsidiary of the parent undertaking Walter de Gruyter GmbH a company incorporated in Germany. Walter de Gruyter GmbH prepares consolidated financial statements which includes the company and its subsidiary undertakings. The company has therefore taken advantage of the exemptions provided by section 401 of the Companies Act 2006 not to prepare group accounts.

Critical judgements and key sources of estimation uncertainties

As explained in note 12, the directors have made a judgement in estimating the number of years before the employment based share options issued to its employees are exercised. Otherwise, in the opinion of the directors there were no key sources of estimation uncertainties made in the process of applying the company's accounting policies with significant effect on the amounts recognised in the financial statements.

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the provision of publishing services in the ordinary course of the company’s activities. Revenue is shown net of value added tax. The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met.

Government grants

The entity applies the accrual model to all revenue received from government grants. Government grants relating to revenue expenditure are recognised in income on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate.

Research and development costs

The company expenses all research and development costs as incurred in the Income Statement.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Property, plant and equipment

Property, plant and equipment are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Computer equipment

4 years on straight line basis

Investments

Investments in subsidiaries are stated at cost less provision for impairment.

The carrying value of the investments in subsidiary undertakings are reviewed as necessary for impairment. Impairment is calculated as the difference between the carrying value and the estimated value-in-use or disposal value if higher. Value-in-use represents the present value of future expected cash flows discounted on a pre-tax basis. The net book amount of the investment is written down where impairment is identified.

Cash and cash equivalents

Cash and cash equivalents comprise bank current accounts that are subject to an insignificant risk of
change in value.

Receivables

Trade and other receivables that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment. Those that are receivable after more than one year or that constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment.

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Payables

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

Trade and other payables that are payable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be paid. Those that are payable after more than one year or that constitute a financing transaction are recorded initially at transaction price and subsequently at amortised cost using the effective interest method.

Borrowings

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

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

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

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

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

Defined contribution pension obligation

The company operates a defined contribution pension scheme. The assets of the schemes are held separately from those of the company. Contributions are recognised in the income statement in the period in which they become payable.

Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 28 (2022 - 22).

4

Taxation

Tax charged/(credited) in the income statement

Year ended
31 Dec 23
£

1 Sep 21
to 31 Dec 22
£

Current taxation

UK corporation tax

-

(41,680)

Deferred taxation

Arising from origination and reversal of timing differences

-

11,472

Tax receipt in the income statement

-

(30,208)

The company has unrelieved tax losses of approximately £1,291,293 (2022 - £772,690) carried forward at 31 December 2023. These unrelieved tax losses are available for utilisation against future trading profits. No deferred tax asset has been recognised in respect of these losses.

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

5

Property, plant and equipment

Computer equipment
 £

Cost

At 1 January 2023

23,519

Additions

440

Disposals

(2,407)

At 31 December 2023

21,552

Depreciation

At 1 January 2023

19,593

Charge for the year

1,480

Eliminated on disposal

(2,407)

At 31 December 2023

18,666

Carrying amount

At 31 December 2023

2,886

At 31 December 2022

3,926

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

6

Investments

2023
£

2022
£

Investment in subsidiary

410

410

Subsidiary

£

Cost

At 1 January 2023 and at 31 December 2023

410

Carrying amount

At 31 December 2023

410

At 31 December 2022

410

Details of subsidiary undertaking

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Ubiquity Press Inc.

USA

500,000 common stock at £0.00082 each

100%

100%

Ubiquity Press Inc.

The principal activity of Ubiquity Press Inc. is the provision of open access publishing services.

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

7

Receivables

2023
£

2022
£

Trade receivables

114,585

195,005

Amounts owed by group undertakings

1,158,796

788,477

Other receivables

14,634

13,778

Prepayments and accrued income

323,987

180,345

1,612,002

1,177,605

Included in the amount owed by group undertakings is a long term loan to the subsidiary undertaking of £641,616 (2022: £588,573) falling due after one year and is unsecured, payable on demand and is interest bearing.

8

Payables

2023
£

2022
£

Due within one year

Loans and borrowings

-

10,000

Trade payables

113,514

34,294

Social security and other taxes

108,012

28,506

Outstanding pension costs

9,931

8,721

Other payables

16,562

9,483

Accruals and deferred income

451,993

505,821

700,012

596,825

Due after one year

Loans and borrowings

-

31,667

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

9

Share capital and reserves

Allotted, called up and fully paid shares

 


 2023

2022

 

No.

£

No.

£

Ordinary shares of £0.00001 each

16,881,203

169

16,881,203

169

A Ordinary Shares of £0.00001 each

9,126,093

91

9,126,093

91

 

26,007,296

260

26,007,296

260

Share details
On a show of hands every shareholder shall have one vote. On a poll every shareholder shall have one vote for each ordinary or A ordinary share held. Each ordinary and A ordinary share is entitled pari passu to dividend payments or any other distribution. On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares), the surplus assets of the company remaining after payment of its liabilities shall be distributed amongst the holders of the ordinary and A ordinary shares pari passu as if the same constituted one class of shares pro rata according to the number of shares held by each shareholder.

Reserves

The retained earnings reserve represents cumulative profit or losses net of dividends paid and adjustments.

The other reserves comprise of share option reserve created out of the employee cost, incurred due to the issue of share options. £nil (2022: £nil) was credited to the reserve during the year.

10

Pension schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £20,378 (2022 - £20,940).

Contributions totalling £5,509 (2022 - £4,286) were payable to the scheme at the end of the year and are included in creditors.

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

11

Obligations under leases

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

14,049

13,380

12

Share-based payments

Scheme details and movements

The company has granted various share options to its employees. The validity of the options is for 10 years from the date of granting the option and the options have a vesting period of 3 years. The options entitle the employees to purchase shares in the company at the share price on the date of grant. The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The estimate of the fair value of the services received is measured based on the Black-Scholes model, on the "Earnings" basis. This is seen as the most representative method to measure the reflection of the value it is perceived will flow from ownership of a share.

The movements in the number of share options during the year were as follows:

2023
Number

2022
Number

Outstanding, start of period

-

1,547,260

Exercised during the period

-

(1,547,260)

The movements in the weighted average exercise price of share options during the year were as follows:

2023
£

2022
£

Outstanding, start of period

-

0.06

Exercised during the period

-

(0.06)

13

Loans and borrowings

2023
£

2022
£

Non-current loans and borrowings

Bank borrowings

-

31,667

 

Ubiquity Press Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

13

Loans and borrowings (continued)

2023
£

2022
£

Current loans and borrowings

Bank borrowings

-

10,000

The government has guaranteed 100% of the bank borrowings through its bounce back loan scheme with a 12-month capital repayment holiday and a fixed interest rate of 2.5%. The loan was fully repaid during the year.

14

Related party transactions

The company is a wholly owned subsidiary member of its group and has therefore taken advantage of the provisions of paragraph 1AC.35 of FRS 102 - Small Entities not to disclose transactions with entities that are wholly owned members of the group.

15

Parent and ultimate parent undertaking

The company's immediate parent is Walter de Gruyter GmbH, incorporated in Germany, München.

 The most senior parent entity producing publicly available consolidated financial statements is Walter de Gruyter GmbH. These financial statements are available upon request from Genthiner Strasse 13, D-10785 Berlin, Germany.

 The ultimate controlling party is Walter de Gruyter GmbH.

16

Events after the financial period

There have been no significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.

17

Audit report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 23 December 2024 was Ransford Agyei-Boamah, who signed for and on behalf of Shaw Gibbs (Audit) Limited.