Company registration number 03974521 (England and Wales)
ECEBS LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
ECEBS LIMITED
CONTENTS
Page
Company information
1
Statement of financial position
2
Notes to the financial statements
3 - 11
ECEBS LIMITED
COMPANY INFORMATION
- 1 -
Directors
S Dickinson
P Verrept
Company number
03974521
Registered office
Peartree Business Centre
Cobham Road
Ferndown
Wimborne
United Kingdom
BH21 7PT
Auditor
Azets Audit Services
37 Commercial Road
Poole
Dorset
BH14 0HU
ECEBS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
31 December 2023
30 September 2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
4,368
Tangible assets
4
189,256
399,368
Investments
5
5,502
60,691
199,126
460,059
Current assets
Debtors
8
12,321,551
3,502,219
Cash at bank and in hand
886,934
1,866,526
13,208,485
5,368,745
Creditors: amounts falling due within one year
9
(3,415,785)
(18,330,062)
Net current assets/(liabilities)
9,792,700
(12,961,317)
Total assets less current liabilities
9,991,826
(12,501,258)
Provisions for liabilities
(47,314)
Net assets/(liabilities)
9,944,512
(12,501,258)
Capital and reserves
Called up share capital
10
27,416,930
100,000
Profit and loss reserves
(17,472,418)
(12,601,258)
Total equity
9,944,512
(12,501,258)
The directors of the company have elected not to include a copy of the income statement 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 22 November 2024 and are signed on its behalf by:
P Verrept
Director
Company Registration No. 03974521
ECEBS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
ECEBS Limited is a private company limited by shares incorporated in England and Wales. The registered office is Peartree Business Centre, Cobham Road, Ferndown, Wimborne, United Kingdom, BH21 7PT.
1.1
Reporting period
The current financial year was extended from 30 September 2023 to 31 December 2023 in order to align the year end with the rest of the group.
1.2
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.
1.3
Going concern
Atruet 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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The parent company, Unicard Limited, will also continue to financially support ECEBS Limited such that the Company is able to operate as a going concern and settle its liabilities as they fall due for the foreseeable future. This will include not seeking repayment of the amounts previously advanced to the Company, unless adequate alternative financing has been secured, and also in addition will advance further amounts to the Company as required.
1.4
Turnover
Turnover comprises the value of sales of software licences, support services, software development and integration services, consulting and other services and hardware. Turnover excludes Value Added Tax and trade discounts.
Maintenance Income
Revenue is recognised in the month maintenance service is provided.
Professional Services
Revenue is recognised on the basis of stage of completion of the professional services provided.
Software Licences
Revenue is recognised on capital licences and the first annual licence in the month the licence is signed and software delivered.
Revenue is recognised on subsequent annual licences on a monthly basis. No income is included in the final accounting period for the licence because of the treatment during the first year.
ECEBS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.5
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:
Intangible assets
Straight line over 3 years
1.6
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
Straight line over 5 years and over the primary term of the lease
Fixtures and fittings
Straight line over 3 years
IT Equipment
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 credited or charged to profit or loss.
1.7
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
ECEBS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.8
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.
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.
1.9
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.
1.10
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 statement of financial position 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.
ECEBS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
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.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
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.
1.12
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 income statement 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.
ECEBS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
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 income statement, 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.
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
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 leases asset are consumed.
2
Employees
The average monthly number of persons (including directors) employed by the company during the Period was:
2023
2022
Number
Number
Total
42
52
ECEBS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
3
Intangible fixed assets
Intangible assets
£
Cost
At 1 October 2022
Transfers
154,398
At 31 December 2023
154,398
Amortisation and impairment
At 1 October 2022
Amortisation charged for the Period
45,241
Transfers
104,789
At 31 December 2023
150,030
Carrying amount
At 31 December 2023
4,368
At 30 September 2022
4
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
IT Equipment
Office Equipment
Telecom Equipment
Total
£
£
£
£
£
£
Cost
At 1 October 2022
257,282
57,318
1,043,214
1,357,814
Additions
54,211
42,626
96,837
Disposals
(123,243)
(68,022)
(191,265)
Transfers
(168,550)
14,152
(154,398)
At 31 December 2023
134,039
57,318
860,853
14,152
42,626
1,108,988
Depreciation and impairment
At 1 October 2022
67,186
57,318
833,942
958,446
Depreciation charged in the Period
47,696
90,730
4,382
6,075
148,883
Eliminated in respect of disposals
(63,676)
(68,021)
(131,697)
Transfers
(59,545)
3,645
(55,900)
At 31 December 2023
51,206
57,318
797,106
8,027
6,075
919,732
Carrying amount
At 31 December 2023
82,833
63,747
6,125
36,551
189,256
At 30 September 2022
190,096
209,272
399,368
ECEBS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 9 -
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
5,502
60,691
Movements in fixed asset investments
Shares in subsidiaries, associates and joint ventures
£
Cost or valuation
At 1 October 2022
60,691
Additions
5,502
Valuation changes
(60,691)
At 31 December 2023
5,502
Carrying amount
At 31 December 2023
5,502
At 30 September 2022
60,691
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Nevis Technologies Limited
UK
Ordinary
50.01
Mutlefile Limited
UK
Ordinary
100.00
7
Associates
Details of the company's associates at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Accrington Techolgies Limited
UK
Ordinary
49.90
ECEBS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
8
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
684,612
1,247,291
Amounts owed by group undertakings
11,586,106
Other debtors
50,833
193,473
12,321,551
1,440,764
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset
2,061,455
Total debtors
12,321,551
3,502,219
9
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
215,833
5,095,561
Amounts owed to group undertakings
2,522,651
Taxation and social security
115,043
203,387
Deferred income
458,054
1,866,938
Other creditors
3,674
11,164,176
Accruals
100,530
3,415,785
18,330,062
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
27,416,930
100,000
27,416,930
100,000
On the 31 March 2023, the business converted £14,197,251 of intercompany debt owed to various companies within the VISA group and £4,768,935 of intercompany debt owed to the company’s previous parent company, Smart card software Limited, into 18,966,186 £1 Ordinary shares via a debt to equity convertion.
In addition, on the 3 August 2023, the business converted a further £8,350,744 of intercompany due to Smart Card Software Limited into 8,350,744 £1 Ordinary shares.
ECEBS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 11 -
11
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:
Mr Andrew Singleton
Statutory Auditor:
Azets Audit Services
12
Contingent liability
At the date of the auditor's report there was an ongoing legal case being pursued against the company. 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 period ended 31 December 2023 due to the level of this uncertainty.
13
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
253,284
358,036
14
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 the ultimate parent company or any wholly owned subsidiary undertaking of the group.
15
Parent company
The ultimate parent company is Unicard Limited, incorporated in England & Wales, with its registered office address at Peartree Business Centre, Cobham Road, Ferndown Industrial Estate, Wimborne, Dorset, BH21 7PT. Unicard Limited produces group accounts and has included the company in its group accounts, copies of which are available upon request at Companies House.
The company is controlled by Unicard Limited. The ultimate controlling party is Mr P Verrupt, this is by virtue of his 100% shareholding in Unicard Limited.
16
Prior year adjustment
A prior year adjustment has been made to reallocate £9,212,082 of cost from admin expenses to cost of sales within the comparative to link in with the group's accounting policies. Net retained earnings have been unaffected by this adjustment.
2023-12-312022-10-01false22 November 2024CCH SoftwareCCH Accounts Production 2024.210No description of principal activityThis audit opinion is unqualifiedS DickinsonP VerreptJ H HoffmeisterR P Livingstonfalsefalse039745212022-10-012023-12-3103974521bus:Director12022-10-012023-12-3103974521bus:Director22022-10-012023-12-3103974521bus:Director32022-10-012023-12-3103974521bus:Director42022-10-012023-12-3103974521bus:RegisteredOffice2022-10-012023-12-31039745212023-12-31039745212022-09-3003974521core:PatentsTrademarksLicencesConcessionsSimilar2023-12-3103974521core:PatentsTrademarksLicencesConcessionsSimilar2022-09-3003974521core:LeaseholdImprovements2023-12-3103974521core:FurnitureFittings2023-12-3103974521core:ComputerEquipment2023-12-3103974521core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-12-3103974521core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipment2023-12-3103974521core:LeaseholdImprovements2022-09-3003974521core:FurnitureFittings2022-09-3003974521core:ComputerEquipment2022-09-3003974521core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-09-3003974521core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipment2022-09-3003974521core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3103974521core:CurrentFinancialInstrumentscore:WithinOneYear2022-09-3003974521core:CurrentFinancialInstruments2023-12-3103974521core:CurrentFinancialInstruments2022-09-3003974521core:ShareCapital2023-12-3103974521core:ShareCapital2022-09-3003974521core:RetainedEarningsAccumulatedLosses2023-12-3103974521core:RetainedEarningsAccumulatedLosses2022-09-3003974521core:IntangibleAssetsOtherThanGoodwill2022-10-012023-12-3103974521core:PatentsTrademarksLicencesConcessionsSimilar2022-10-012023-12-3103974521core:LeaseholdImprovements2022-10-012023-12-3103974521core:FurnitureFittings2022-10-012023-12-3103974521core:ComputerEquipment2022-10-012023-12-3103974521core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-10-012023-12-3103974521core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipment2022-10-012023-12-31039745212021-10-012022-09-3003974521core:PatentsTrademarksLicencesConcessionsSimilar2022-09-3003974521core:LeaseholdImprovements2022-09-3003974521core:FurnitureFittings2022-09-3003974521core:ComputerEquipment2022-09-3003974521core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-09-3003974521core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipment2022-09-30039745212022-09-3003974521core:WithinOneYear2023-12-3103974521core:WithinOneYear2022-09-3003974521core:AfterOneYear2023-12-3103974521core:AfterOneYear2022-09-3003974521bus:PrivateLimitedCompanyLtd2022-10-012023-12-3103974521bus:SmallCompaniesRegimeForAccounts2022-10-012023-12-3103974521bus:FRS1022022-10-012023-12-3103974521bus:Audited2022-10-012023-12-3103974521bus:FullAccounts2022-10-012023-12-31xbrli:purexbrli:sharesiso4217:GBP