Company registration number 04817824 (England and Wales)
UNICARD LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
UNICARD LIMITED
CONTENTS
Page
Companies information
1
Strategic report
2 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 35
UNICARD LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr P L Verrept
Mr S Dickinson
Company number
04817824
Registered office
Peartree Business Centre
Cobham Road
Ferndown Industrial Estate
Wimborne
Dorset
United Kingdom
BH21 7PT
Auditor
Azets Audit Services
37 Commercial Road
Poole
Dorset
BH14 0HU
UNICARD LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

Since 2003, Unicard has occupied a unique place in the transport market, helping to meet the needs of our customers in the commercial and concessionary transport ticketing world. Our products support a variety of customers, from simple single-user and concessionary travel programmes to complex multi-modal and multi-operator configurations. The group headed up by Unicard operates across 3 locations, Ferndown in Dorset, Varna in Bulgaria, with our most recent addition being East Kilbride near Glasgow.

 

We have strived to build and maintain a reputation for innovative, customer partnership and market leading product development, which we believe has led to 21 successive years of growth delivering transport solutions to Large Cities, Transport Authorities, County and Unitary Authorities, as well as Transport Operators and a wide variety of Partners, Equipment Suppliers and System Integrators, both in the UK and abroad. The group’s highly skilled in-house research and development capabilities have contributed to the development and expansion of our portfolio of products and services, making the group a key provider of transport management solutions for the UK.

 

We pride ourselves on our reputation for innovation, technical support, delivery capability and high levels of customer service, all made possible by experienced and dedicated staff, with a combined total of +450 years of Unicard experience, all committed to striving to provide extraordinary levels of customer retention, new customer acquisition and delivering the future of transport for all transport users.

 

2023 saw the business shareholding restored to a 100% ownership position for the main shareholder following the re-acquisition of shares from a former shareholder. The strategic market acquisition of the ECEBS business in East Kilbride from Visa followed and was completed in August 2023, in a CMA approved transaction, allowing the business to enhance its established market position further with the addition of new customers, skilled and experienced staff, and a highly complementary product suite.

 

The acquisition brings a key customer led market proposition in the form of a cEMV payment solution, with established transport market credentials with the solution deployed and actively in use, procured and rolled out by Transport for Wales – the first “tap and go” - London style rail ticketing - outside of London. We believe this foundation offers meaningful future scope for revenue and improved passenger experience by expanding our cEMV Ticketing Hub & fare capping payments proposition to new UK and international customers. In addition, we were pleased to inherit a number of highly skilled and experienced colleagues with the business and a base in Scotland.

 

The transition to our SaaS delivered product and solutions suite delivered by the AWS Cloud offers our customers new products, new capabilities and new opportunities for how their transport ticketing solutions, with enriched security, resilience and better insights from the data opportunities this presents. We’ve also been focused on improving operational performance and have invested accordingly, resulting in improved customer outcomes, high NPS scores (47) as we look to underpin customer retention, growth and long-term profit sustainability.

Principal risks and uncertainties

The change of government in the UK brings both risk and opportunity. Key risks such as any reduction in investment in public transport on account of prevailing economic conditions may present a reduced capacity for growth -which encouragingly does not appear to be the case with investment appearing to be targeted towards bus transport and franchising – an area Unicard inhabits well.

 

Good relationships are regularly maintained with our broad customer base who trust Unicard and appear comfortable with the strategic direction of the business, aligning closely to both theirs and the market needs. The overriding uncertainty from COVID and the credit crunch are abating.

UNICARD LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Key performance indicators

A strong performance for the year including a business acquisition, with a result commensurate with a more normalised external environment. Strong operational performance across the Group, providing the platform for growth which we should see into the 2024 FY by delivering value from our projects in execution and growing our portfolio of long-term customer options.

 

Turnover for the financial year ended in December 2023, held revenue at £7.8million. This performance is an increase of 41.6% over the previous FY 2022, helped by the acquisition of the ECEBS business, and value contribution to revenue brought by the existing customer base.

 

The initial investment required to meet the transition period objectives, and to help turn around the loss-making entity from day one is reflected in a drop in gross profit percentage which has fallen from 38.7% in 2022 to 25.6% in 2023. The operating margin increased from 1.2% in 2022 to 7.4% in 2023 due to some amortisation of the negative goodwill available.

 

Future developments

Operating margin was affected marginally during the financial year, as the business continues the latter stages of a transition to AWS - investing in a migration from a series of on-premises data centres to the AWS Cloud. Significant investments were also made in training the teams and resourcing the skills needed to facilitate this transition which, over time will contribute to our net zero carbon footprint commitment by 2040, and the ability over time to transition the business.

On behalf of the board

Mr P L Verrept
Director
22 November 2024
UNICARD LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

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

Principal activities

The principal activity of the company and group continued to be that of the provision of software for electronic ticketing machines for travel.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £112,000. The directors do not recommend payment of a further dividend.

Directors

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

Mr P L Verrept
Mr S Dickinson
Auditor

Azets Audit Services were appointed as auditor 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.

Directors’ confirmations

In the case of each director in office at the date the directors’ report is approved:

On behalf of the board
Mr P L Verrept
Director
22 November 2024
UNICARD LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with Statement of directors’ responsibilities in respect of the financial statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).

Under company law, 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 the financial statements, the directors are required to:

The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.

UNICARD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UNICARD LIMITED
- 6 -
Opinion

We have audited the financial statements of Unicard Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

UNICARD LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNICARD LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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.

UNICARD LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNICARD LIMITED
- 8 -

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

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:

 

To address the risk of fraud through management bias and override of controls, we:

 

Comparative figures

The comparative figures have not been audited.

UNICARD LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNICARD LIMITED
- 9 -

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 2006. Our 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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Andrew Singleton (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
22 November 2024
Chartered Accountants
Statutory Auditor
37 Commercial Road
Poole
Dorset
BH14 0HU
UNICARD LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
7,844,284
5,540,460
Cost of sales
(5,839,107)
(3,384,136)
Gross profit
2,005,177
2,156,324
Administrative expenses
(1,548,826)
(2,106,708)
Other operating income
125,632
15,000
Operating profit
4
581,983
64,616
Interest receivable and similar income
49,435
14,461
Interest payable and similar expenses
8
(5,469)
(7,582)
Amounts written off investments
9
(54,150)
-
Profit before taxation
571,799
71,495
Tax on profit
10
(68,280)
43,047
Profit for the financial year
503,519
114,542
Other comprehensive income
Currency translation loss taken to retained earnings
(1,250)
(333)
Total comprehensive income for the year
502,269
114,209
Profit for the financial year is attributable to:
- Owner of the parent company
495,843
114,542
- Non-controlling interests
7,676
-
503,519
114,542
Profit for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is attributable to:
- Owner of the parent company
494,593
114,209
- Non-controlling interests
7,676
-
502,269
114,209

The notes on pages 16 to 35 form part of these financial statements.

UNICARD LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Negative goodwill
12
(10,557,095)
-
0
Other intangible assets
12
357,021
361,010
Total intangible assets
(10,200,074)
361,010
Tangible assets
14
420,284
45,486
Investments
15
499
-
0
(9,779,291)
406,496
Current assets
Stocks
19
-
184,860
Debtors
20
3,133,641
1,940,829
Cash at bank and in hand
10,849,116
184,960
13,982,757
2,310,649
Creditors: amounts falling due within one year
21
(2,582,543)
(1,554,416)
Net current assets
11,400,214
756,233
Total assets less current liabilities
1,620,923
1,162,729
Provisions for liabilities
Deferred tax liability
23
72,735
9,809
(72,735)
(9,809)
Net assets
1,548,188
1,152,920
Capital and reserves
Called up share capital
25
2
4
Capital redemption reserve
2
-
0
Profit and loss reserves
1,535,509
1,152,916
Equity attributable to owner of the parent company
1,535,513
1,152,920
Non-controlling interests
12,675
-
1,548,188
1,152,920
The financial statements were approved by the board of directors and authorised for issue on 22 November 2024 and are signed on its behalf by:
22 November 2024
Mr P L Verrept
Director
Company registration number 04817824 (England and Wales)
UNICARD LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
12
321,162
318,000
Tangible assets
14
227,923
35,526
Investments
15
2,287
2,286
551,372
355,812
Current assets
Stocks
19
-
184,860
Debtors
20
4,825,867
1,837,604
Cash at bank and in hand
9,614,083
144,213
14,439,950
2,166,677
Creditors: amounts falling due within one year
21
(13,033,251)
(1,412,708)
Net current assets
1,406,699
753,969
Total assets less current liabilities
1,958,071
1,109,781
Provisions for liabilities
Deferred tax liability
23
25,421
9,809
(25,421)
(9,809)
Net assets
1,932,650
1,099,972
Capital and reserves
Called up share capital
25
2
4
Capital redemption reserve
2
-
0
Profit and loss reserves
1,932,646
1,099,968
Total equity
1,932,650
1,099,972

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £944,678 (2022 - £134,327 profit).

The financial statements were approved by the board of directors and authorised for issue on 22 November 2024 and are signed on its behalf by:
22 November 2024
Mr P L Verrept
Director
Company registration number 04817824 (England and Wales)
UNICARD LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
4
-
0
1,102,707
1,102,711
-
1,102,711
Year ended 31 December 2022:
Profit for the year
-
-
114,542
114,542
-
114,542
Other comprehensive income:
Currency translation differences
-
-
(333)
(333)
-
(333)
Total comprehensive income
-
-
114,209
114,209
-
114,209
Dividends
11
-
-
(64,000)
(64,000)
-
(64,000)
Balance at 31 December 2022
4
-
0
1,152,916
1,152,920
-
0
1,152,920
Year ended 31 December 2023:
Profit for the year
-
-
495,843
495,843
7,676
503,519
Other comprehensive income:
Currency translation differences
-
-
(1,250)
(1,250)
-
(1,250)
Total comprehensive income
-
-
494,593
494,593
7,676
502,269
Dividends
11
-
-
(112,000)
(112,000)
-
(112,000)
Redemption of shares
25
-
2
-
2
-
2
Reduction of shares
25
(2)
-
-
(2)
-
(2)
Acquisition of subsidiary
-
-
-
-
4,999
4,999
Balance at 31 December 2023
2
2
1,535,509
1,535,513
12,675
1,548,188
UNICARD LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
4
-
0
1,029,641
1,029,645
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
134,327
134,327
Dividends
11
-
-
(64,000)
(64,000)
Balance at 31 December 2022
4
-
0
1,099,968
1,099,972
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
944,678
944,678
Dividends
11
-
-
(112,000)
(112,000)
Redemption of shares
25
-
2
-
2
Reduction of shares
25
(2)
-
-
(2)
Balance at 31 December 2023
2
2
1,932,646
1,932,650
UNICARD LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
31
(725,599)
(1,061,187)
Interest paid
(5,469)
(7,582)
Income taxes (paid)/refunded
(2,214)
50,062
Net cash outflow from operating activities
(733,282)
(1,018,707)
Investing activities
Cash acquired in purchase of subsidiary
12,257,484
-
Purchase of intangible assets
(162,162)
-
Proceeds from disposal of intangibles
(49,609)
-
Purchase of tangible fixed assets
(552,997)
(25,409)
Proceeds from disposal of tangible fixed assets
98,498
-
Proceeds from disposal of associates
(499)
-
Proceeds from disposal of investments
(55,690)
-
Interest received
49,435
14,461
Net cash generated from/(used in) investing activities
11,584,460
(10,948)
Financing activities
Repayment of bank loans
(75,022)
(24,978)
Dividends paid to equity shareholders
(112,000)
(64,000)
Net cash used in financing activities
(187,022)
(88,978)
Net increase/(decrease) in cash and cash equivalents
10,664,156
(1,118,633)
Cash and cash equivalents at beginning of year
184,960
1,303,593
Cash and cash equivalents at end of year
10,849,116
184,960
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
1
Accounting policies
Company information

Unicard Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Peartree Business Centre Cobham Road, Ferndown Industrial Estate, Wimborne, Dorset, BH21 7PT.

 

The group consists of Unicard Limited and all of its subsidiaries.

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.

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
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Unicard Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services 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. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.6
Research and development expenditure

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.

1.7
Intangible fixed assets - negative goodwill

Negative goodwill represents the excess of the fair value of net assets acquired over the cost of acquisition of a business. It is initially recognised as a liability at cost and is subsequently measured at cost less accumulated amortisation. Negative goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 3 years.

 

Negative goodwill is released to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess of the fair value of non-monetary assets in the income statement over the period expected to benefit.

UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Negative goodwill
Straight line over 3 years
Patents & licences
Straight line over 3 years
Development costs
Straight line over 3 years
1.9
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:

Leasehold improvements
Over the lease of the lease
Fixtures and fittings
Straight line over 3 years and 25% reducing balance
Computers
Straight line over 3 years
Office equipment
Straight line over 3 years
Telecom equipment
Straight line over 5 years

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.

1.10
Fixed asset investments

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.

UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

At each reporting period end date, the group 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.12
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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
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.

1.14
Financial instruments

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

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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

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

 

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the 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.

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 group 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

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.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 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

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 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.

1.17
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.

1.18
Retirement benefits

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

1.19
Leases

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.

UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
1.20
Government grants

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.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2
Judgements and key sources of estimation uncertainty

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.

 

Revenue recogntion

Revenue is often invoiced in advance for licences and in arrears for contract projects that the group are working on. The Company ensures correct cut off of these projects by deferring the appropriate amount of licence income and spreading this over the applicable period and in additon assessing the stage of completion and accruing in the appropriate revenue to match the cost incurred by the business.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Unicard
5,235,510
5,540,460
ECEBS
2,268,042
-
Nevis Technolgies
340,732
-
7,844,284
5,540,460
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
7,844,284
5,540,460
2023
2022
£
£
Other revenue
Interest income
49,435
14,461
R&D Grants received
88,261
15,000
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
2,220
2,662
Government grants
(88,261)
(15,000)
Depreciation of owned tangible fixed assets
79,701
46,281
Amortisation of intangible assets
215,760
171,955
Release of negative goodwill
(1,702,757)
-
Cost of stocks recognised as an expense
1,295,639
1,007,594
Operating lease charges
(41,780)
-
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
14,000
-
Audit of the financial statements of the company's subsidiaries
8,500
-
22,500
-
For other services for the group
Other accounting services
11,500
-
Taxation compliance services
4,000
-
15,500
-
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors
2
2
2
2
Unicard
40
34
40
34
ECEBS
38
-
-
-
Unicorn - R&D
46
44
-
-
Total
126
80
42
36
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 25 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
4,358,361
2,922,210
2,332,755
1,783,513
Social security costs
485,027
352,601
261,897
211,740
Pension costs
90,073
45,878
69,973
45,878
4,933,461
3,320,689
2,664,625
2,041,131
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
282,712
196,550
Company pension contributions to defined contribution schemes
24,106
12,101
306,818
208,651

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
257,869
181,496
Company pension contributions to defined contribution schemes
24,106
12,101
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
5,315
6,117
Other finance costs:
Other interest
154
1,465
Total finance costs
5,469
7,582
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
9
Amounts written off investments
2023
2022
£
£
Loss on disposal of investments held at fair value
(55,690)
-
Other gains and losses
1,540
-
(54,150)
-
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
5,354
7,014
Adjustments in respect of prior periods
-
0
(50,061)
Total current tax
5,354
(43,047)
Deferred tax
Origination and reversal of timing differences
62,926
-
0
Total tax charge/(credit)
68,280
(43,047)

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

2023
2022
£
£
Profit before taxation
571,799
71,495
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
134,373
13,584
Tax effect of expenses that are not deductible in determining taxable profit
104,014
(71)
Tax effect of income not taxable in determining taxable profit
(400,148)
-
0
Unutilised tax losses carried forward
341,756
-
0
Adjustments in respect of prior years
-
0
(50,061)
Permanent capital allowances in excess of depreciation
20,115
2,662
Research and development tax credit
(194,756)
(9,161)
Deferred tax
62,926
-
0
Taxation charge/(credit)
68,280
(43,047)
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
11
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
112,000
64,000
12
Intangible fixed assets
Group
Negative goodwill
Patents & licences
Development costs
Total
£
£
£
£
Cost
At 1 January 2023
-
0
-
0
1,075,164
1,075,164
Additions - separately acquired
-
0
-
0
162,162
162,162
Additions - business combinations
(12,259,852)
-
0
-
0
(12,259,852)
Transfers
-
0
154,398
-
0
154,398
At 31 December 2023
(12,259,852)
154,398
1,237,326
(10,868,128)
Amortisation and impairment
At 1 January 2023
-
0
-
0
714,154
714,154
Amortisation charged for the year
(1,702,757)
45,241
170,519
(1,486,997)
Transfers
-
0
104,789
-
0
104,789
At 31 December 2023
(1,702,757)
150,030
884,673
(668,054)
Carrying amount
At 31 December 2023
(10,557,095)
4,368
352,653
(10,200,074)
At 31 December 2022
-
0
-
0
361,010
361,010
Company
Development costs
£
Cost
At 1 January 2023
1,019,199
Additions
162,162
At 31 December 2023
1,181,361
Amortisation and impairment
At 1 January 2023
701,199
Amortisation charged for the year
159,000
At 31 December 2023
860,199
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Intangible fixed assets
(Continued)
- 28 -
Carrying amount
At 31 December 2023
321,162
At 31 December 2022
318,000
13
Negative goodwill

On the 4th August 2023 Unicard Limited purchased 100% of the Ordinary share capital in ECEBS Limited, below is the calculation of how the negative goodwill shown in note 12 has been calculated:

£
Total consideration
1
Pre acquisition P&L reserves (Negative)
15,157,822
Fixed assets
251,561
Bank
12,002,083
Debtors
1,217,075
Creditors
(13,471,465)
Share Capital within ECEBS
(27,416,930)
Total
(12,259,852)
14
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Office equipment
Telecom equipment
Total
£
£
£
£
£
£
Cost
At 1 January 2023
-
0
19,870
453,321
1,462
-
0
474,653
Additions
298,383
-
0
214,725
(997)
40,886
552,997
Transfers
-
0
-
0
(168,550)
14,152
-
0
(154,398)
At 31 December 2023
298,383
19,870
499,496
14,617
40,886
873,252
Depreciation and impairment
At 1 January 2023
-
0
14,448
414,719
-
0
-
0
429,167
Depreciation charged in the year
28,443
1,696
42,791
2,436
4,335
79,701
Transfers
-
0
-
0
(59,545)
3,645
-
0
(55,900)
At 31 December 2023
28,443
16,144
397,965
6,081
4,335
452,968
Carrying amount
At 31 December 2023
269,940
3,726
101,531
8,536
36,551
420,284
At 31 December 2022
-
0
5,422
38,602
1,462
-
0
45,486
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Tangible fixed assets
(Continued)
- 29 -
Company
Leasehold improvements
Fixtures and fittings
Computers
Office equipment
Total
£
£
£
£
£
Cost
At 1 January 2023
-
0
19,870
435,254
1,462
456,586
Additions
187,107
-
0
31,681
1,896
220,684
At 31 December 2023
187,107
19,870
466,935
3,358
677,270
Depreciation and impairment
At 1 January 2023
-
0
14,448
406,612
-
0
421,060
Depreciation charged in the year
-
0
1,696
25,644
947
28,287
At 31 December 2023
-
0
16,144
432,256
947
449,347
Carrying amount
At 31 December 2023
187,107
3,726
34,679
2,411
227,923
At 31 December 2022
-
0
5,422
28,642
1,462
35,526
15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
2,287
2,286
Investments in associates
17
499
-
0
-
0
-
0
499
-
0
2,287
2,286
Movements in fixed asset investments
Group
Shares in associates
£
Cost or valuation
At 1 January 2023
-
Additions
499
At 31 December 2023
499
Carrying amount
At 31 December 2023
499
At 31 December 2022
-
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
2,286
Additions
1
At 31 December 2023
2,287
Carrying amount
At 31 December 2023
2,287
At 31 December 2022
2,286
16
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
ECEBS Limited
UK
Transport technolgy
Ordinary
100.00
-
Unicorn Systems Limited
Bulgaria
R&D and call centre
Ordinary
100.00
-
Nevis Technolgies Limited
UK
Meteorological sensors
Ordinary
-
50.01
Multefile Limited
UK
Dormant business
Ordinary
-
100.00
17
Associates

Details of associates at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Accrington Technolgies Limited
UK
Dormant business
Ordinary
-
49.99
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
18
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets measured at amortised cost
Trade debtors
2,086,805
889,507
1,350,416
802,581
Amounts owed by group undertakings
-
-
2,522,651
-
Accrued income
947,034
1,026,857
947,034
1,026,857
Other debtors
15,524
19,485
5,766
8,166
3,049,363
1,935,849
4,825,867
1,837,604
Carrying amount of financial liabilities measured at amortised cost
Trade creditors
580,798
227,691
308,481
219,542
Bank loans and hire purchase
-
75,022
-
75,022
Amounts owed to group undertakings
-
0
-
0
11,586,107
-
0
Other creditors
764,725
845,093
722,906
771,749
Accruals
419,584
7,110
211,754
7,110
1,765,107
1,154,916
12,829,248
1,073,423
19
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Work in progress
-
184,860
-
184,860
20
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,086,805
889,507
1,350,416
802,581
Amounts owed by group undertakings
-
-
2,522,651
-
Other debtors
15,524
19,485
5,766
8,166
Prepayments and accrued income
1,031,312
1,031,837
947,034
1,026,857
3,133,641
1,940,829
4,825,867
1,837,604
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
21
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
22
-
0
75,022
-
0
75,022
Trade creditors
580,798
227,691
308,481
219,542
Amounts owed to group undertakings
-
0
-
0
11,586,107
-
0
Corporation tax payable
10,174
7,015
-
0
7,015
Other taxation and social security
349,208
392,485
204,003
332,270
Deferred income
458,054
-
0
-
0
-
0
Other creditors
764,725
845,093
722,906
771,749
Accruals
419,584
7,110
211,754
7,110
2,582,543
1,554,416
13,033,251
1,412,708
22
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
-
0
75,022
-
0
75,022
Payable within one year
-
0
75,022
-
0
75,022

Bank loans were secured by fixed charges against the assets of the group.

 

23
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
72,735
9,809
Liabilities
Liabilities
2023
2022
Company
£
£
Accelerated capital allowances
25,421
9,809
UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Deferred taxation
(Continued)
- 33 -
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
9,809
9,809
Charge to profit or loss
62,926
15,612
Liability at 31 December 2023
72,735
25,421

The deferred tax liability set out above is expected to reverse over the useful life of the fixed assets and relates to accelerated capital allowances that are expected to mature within the same period.

24
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
90,073
45,878

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. At the balance sheet date the amount due to the fund was £27,447 (2022: £11,571).

25
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.001p each
225,000
4
2
4

During the year, a resolution was passed to subdivide 4 Ordinary shares fo £1 each into 400,000 Ordinary shares of £0.00001 each. Following this change a capital reduction was completed to reduce the Ordinary share capital of the company from 400,000 shares to 225,000.

26
Contingent liability

At the date of the auditor's report there was an ongoing legal case being pursued against the one of the group's subsidiaries. At this stage, the level of uncertainty as to the outcome of this case means that the financial effect cannot currently be measured with sufficient reliability. Therefore, it has not been deemed appropriate to include any provision within the financial statements for the year ended 31 December 2023 due to the level of this uncertainty.

UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
27
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
122,279
46,800
38,615
46,800
Between two and five years
169,620
32,568
-
32,568
291,899
79,368
38,615
79,368
28
Related party transactions

The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

 

Euclid Limited, a company incorporated in England, was a 25% shareholder of Unicard Limited for part of the year. During the year, Euclid Limited provided services to the company to the value of £146,267 (2022 £106,837). In addition, Unicard Limited made sales to Euclid Limited totalling £925,399 (2022 £709,585). At the balance sheet date, £30,597 (2022: £ 1,605) was inlcuded within trade creditors and £138,416 (2022: £69,716) was inlcuded within trade debtors.

29
Controlling party

The ultimate controlling party of the group is Mr P Verrupt, this is by virtue of his 100% shareholding in the group.

30
Prior year adjustment

During the year, a prior year adjustment was made to reallocate £71,920 from cost of sales wages to admin wages. This has had no affect on the retained earnings of the group.

UNICARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
31
Cash absorbed by group operations
2023
2022
£
£
Profit for the year after tax
503,519
114,542
Adjustments for:
Taxation charged/(credited)
68,280
(43,047)
Finance costs
5,469
7,582
Investment income
(49,435)
(14,461)
Amortisation and impairment of intangible assets
(1,486,997)
171,955
Depreciation and impairment of tangible fixed assets
79,701
46,281
Other gains and losses
54,150
-
Non controling interest share of profits
7,676
-
Movements in working capital:
Decrease/(increase) in stocks
184,860
(29,625)
Increase in debtors
(1,192,812)
(1,238,514)
Increase/(decrease) in creditors
641,936
(75,900)
Increase in deferred income
458,054
-
Cash absorbed by operations
(725,599)
(1,061,187)
32
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
184,960
10,664,156
10,849,116
Borrowings excluding overdrafts
(75,022)
75,022
-
109,938
10,739,178
10,849,116
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