Registered number: 06089258
Icomera UK Limited
Annual Report and Financial Statements
For the Year Ended 31 December 2023
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Icomera UK Limited
Company Information
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Mr M Friberg (resigned 3 November 2023)
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Mr T Olsson (resigned 9 October 2023)
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Mr Q Dejean (appointed 12 October 2023, resigned 18 July 2024)
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Mr B Huon (appointed 18 December 2023, resigned 17 July 2024)
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Ms K Kanaga (appointed 18 December 2023, resigned 17 July 2024)
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Ms C Chardon (appointed 16 May 2024)
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Ms V Skantz (appointed 18 July 2024)
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Icomera UK Limited
Contents
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Directors' Responsibilities Statement
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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Icomera UK Limited
Strategic Report
For the Year Ended 31 December 2023
The principal activity of Icomera UK continued to be selling an end to end solution and services for internet
connectivity for public transport into the UK, European, Australian and New Zealand markets. The company’s vision of the future is to deliver a better public transport experience for passengers through the application of digital connectivity to drive a more accessible, reliable, enjoyable and secure public transport service delivery. By making public transport more attractive to the travelling public Icomera is also supporting modal shift towards more sustainable transportation and net zero carbon emissions.
The ongoing slowdown in activity in the UK rail industry saw turnover decrease by 1.4% during the year compared with 2022. Operating profit increased from £896,470 in the prior period to £916,898. Icomera UK maintained its dominance in the Rail segment of the market throughout FY23, with an estimated market share of connected vehicles of 80% of the UK market.
Despite the continued market challenges brought by covid-19, we believe that strong customer relationships, alongside our technology leadership and superior support offering has enabled us to produce another year of solid results and positions Icomera well for the expected future recovery in the rail sector.
Principal risks and uncertainties
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Icomera UK delivers high technology fleet solutions within the public transport industry. The ongoing risk of disruptive competition from low-cost technology is assessed to be minimal, due to the growing market need for high availability, high bandwidth integrated fleet solutions. The company’s technology is patent protected.
The financial risk, defined as liquidity to fund the future business, is assessed as low. The Icomera group is owned by Bouygues, a French multinational company with a commitment to fund future growth. The commercial risk, defined as the risk that another company will out-compete Icomera UK in the market, is assessed as low. Icomera UK's parent company continues to invest in R&D to maintain technology leadership. Its products are now being successfully deployed across North America and continental Europe, demonstrating global competitiveness. In addition, Icomera UK has long-term service contracts with both its Rail and Road customers.
The post-Covid19 recovery is gaining momentum across the UK public transport sector, with average rail passenger numbers starting to reach 2019 levels once again. However rail ticket revenues are lagging due to the continued slow recovery in daily commuter volumes. As a result of the revenue shortfall and the multi-billion pound Covid subsidisation provided by the UK government during the pandemic, there is a continued focus on cost-reduction across UK Rail. While the risk of global supply chain shortages and delays, has abated somewhat, there remains a risk to Icomera’s business from unforeseen impacts due to the ongoing geo-political uncertainty.
Impact of the war in Ukraine
The global supply chain has largely adjusted to the ongoing conflict in Ukraine by moving production to other locations and therefore in 2023 there were limited impacts to Icomera’s business from unexpected supply chain delays and price increases.
Impact of the high inflation in the UK
Icomera has been largely successful in passing on inflationary cost increases to our customers and therefore mitigating any negative effects on the business.
Financial key performance indicators
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The Financial key performance indicator is EBIT growth. The FY 23 result was consistent with our strategy to achieve a sustainable 4% EBIT.
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Icomera UK Limited
Strategic Report (continued)
For the Year Ended 31 December 2023
This report was approved by the board on 24 February 2025 and signed on its behalf.
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Icomera UK Limited
Directors' Report
For the Year Ended 31 December 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
The directors review of the business is included in the strategic report.
The profit for the year, after taxation, amounted to £536,157 (2022 - £617,426).
The performance of the company is set out in the enclosed financial statements and a review of the results is set out in the strategic report.
The directors do not recommend the payment of a dividend (2022 - £nil)
The directors who served during the year were:
Mr M Friberg (resigned 3 November 2023)
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Mr T Olsson (resigned 9 October 2023)
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Mr Q Dejean (appointed 12 October 2023, resigned 18 July 2024)
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Mr B Huon (appointed 18 December 2023, resigned 17 July 2024)
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Ms K Kanaga (appointed 18 December 2023, resigned 17 July 2024)
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Disclosures in respect of future developments have been included as part of the strategic report.
The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to finance the company's operations.
Due to the nature of the financial instruments used by the company there is no exposure to price risk, with the exception of foreign currency bank accounts. Only a minimal proportion of the company's funds are held in such accounts, and the risks associated with the exposure to exchange rate fluctuations are considered to be insignificant. The company's approach to managing other risks applicable to the financial instruments concerned is as follows.
In respect of bank balances the liquidity risk is managed at a group level by maintaining a balance between the continuity of funding and flexibility through availability of group financing.
Trade debtors managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
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Icomera UK Limited
Directors' Report (continued)
For the Year Ended 31 December 2023
The auditors, Constantin, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 24 February 2025 and signed on its behalf.
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Icomera UK Limited
Directors' Responsibilities Statement
For the Year Ended 31 December 2023
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the 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 these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also 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 responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' reports may differ from legislation in other jurisdictions.
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Icomera UK Limited
Independent Auditors' Report to the Members of
Icomera UK Limited
Report on the audit of the financial statements
Opinion
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In our opinion the financial statements of Icomera UK Limited (the ‘Company’):
• give a true and fair view of the state of the company’s affairs as at 31/12/2023 and of its profit for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
• the statement of comprehensive income;
• the balance sheet;
• the statement of changes in equity;
• the related notes 1 to 25 (Which include a statement of 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 101 ‘Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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
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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 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.
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Icomera UK Limited
Independent Auditors' Report to the Members of
Icomera UK Limited (continued)
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.
Responsibilities of directors
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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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
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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 for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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Icomera UK Limited
Independent Auditors' Report to the Members of
Icomera UK Limited (continued)
Extent to which the audit was considered capable of detecting irregularities, including fraud
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Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and directors about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:
• had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation; and
• do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• enquiring of management and external legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
• reading minutes of meetings of those charged with governance.
Report on other legal and regulatory requirements
Opinions on the other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
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Icomera UK Limited
Independent Auditors' Report to the Members of
Icomera UK Limited (continued)
Matters on which we are required to report by exception
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Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in respect of these matters.
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.
Thierry de Gennes ACA (Senior Statutory Auditor)
For and on behalf of Constantin
Chartered Accountants and Statutory Auditor
25 Hosier Lane
London
EC1A 9LQ
24 February 2025
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Icomera UK Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2023
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There was no other comprehensive income for 2023 (2022:£NIL).
All amounts arise from continuing activities.
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The notes on pages 14 to 32 form part of these financial statements.
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Page 10
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Icomera UK Limited
Registered number: 06089258
Balance Sheet
As at 31 December 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Net assets excluding pension asset
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Icomera UK Limited
Registered number: 06089258
Balance Sheet (continued)
As at 31 December 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 February 2025.
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Icomera UK Limited
Statement of Changes in Equity
For the Year Ended 31 December 2023
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 14 to 32 form part of these financial statements.
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Page 13
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
Icomera UK Ltd is a limited company incorporated in the United Kingdom and registered in England and Wales.
The address of the registered office is 2nd Floor, Victory House, Quayside, Chatham Maritime, Chatham, Kent, England, ME4 4QU.
The principle activity of the company is the provision of IT consultancy services and the supply of hardware and software for the transport industry.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The company's functional and presentational currency is Pounds Sterling.
The company's financial statements are presented to the nearest £.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
- paragraphs 76 and 79(d) of IAS 40 Investment Property; and
- paragraph 50 of IAS 41 Agriculture
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
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Financial Reporting Standard 101 - reduced disclosure exemptions (continued)
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party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
The directors have no reason to believe that a material uncertainty exists that may cast significant doubt on the ability of this company to continue as a concern for a period of at least twelve months from when the financial statements are authorised for issue. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Pound Sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
Sale of goods
Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
Rendering of services
Revenue from providing services is recognised in the accounting period in which the services are rendered.
For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Projected related revenue is recognised using the percentage completion method where Revenue is recognised as a percentage of the work that has been completed.
The Company as a lessee
The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
∙fixed lease payments (including in-substance fixed payments), less any lease incentives;
The lease liability is included in 'Creditors' on the Balance Sheet.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Company did not make any such adjustments during the periods presented.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Intangible Assets', 'Tangible Fixed Assets' and 'Investment Property' lines, as applicable, in the Balance Sheet.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.14.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Page 17
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued.
When a business combination agreement provides for an adjustment to the cost of the combination which is contingent on future events, the company includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. However, if the potential adjustment is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration shall be treated as an adjustment to the cost of the combination. Changes in the estimated value of contingent consideration arising on business combinations completed as a consequence result in a change in the carrying value of the related goodwill.
Goodwill is capitalised as an intangible asset and is not amortised. Instead it is reviewed annually for impairment with any impairment in carrying value being charged to profit or loss. The Companies Act 2006 requires acquired goodwill to be reduced by provisions for depreciation calculated to write off the amount systematically over a period chosen by the directors, not exceeding its useful economic life. It has been deemed, however, the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true and fair view. The effect of this departure has not been quantified because it is impracticable and, in the opinion of the directors, would be misleading.
Page 18
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Intangible assets under construction are recognised at cost and not amortised until the accounting period in which they are brought into use.
Amortisation is provided on the following bases:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 19
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
All of the Company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative
Page 20
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
Fair value through profit or loss
Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
Page 21
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgements have had the most significant impact on amounts recognised in the financial statements:
Development expenditure
The company has adopted a policy of capitalising development expenditure in line with IAS38. This approach requires the directors’ make a judgement that the project’s technical and economic feasibility is assured. In doing so the directors make assumptions regarding the future cash flows that the project is expected to generate, the discount rates to be applied and the expected period over which the project is expected to generate benefits.
Contract values
The company has entered into a number of contracts in the year. When the outcome of a contract can be estimated reliably, the company has recognised contract revenue and contract costs associated with the contract as revenue and expenses respectively by reference to the stage of completion of the contract activity at the end of the reporting period. Reliable estimation of the outcome requires reliable estimates of the future costs and collectability of billings.
The whole of the turnover is attributable to the company's principle activity being the provision of IT consultancy services and the supply of hardware and software for the transport industry.
Analysis of turnover by country of destination:
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Analysis of revenue by category:
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Page 22
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Assets and liabilities related to contracts with customers:
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The company has recognised the following assets and liabilities related to contracts with customers.
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The contract assets and liabilities relate to the completion costs of projects.
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The operating profit is stated after charging/ (crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible assets, including goodwill
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Defined contribution pension cost
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
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Page 23
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
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Page 24
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
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Expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Enhanced capital allowances
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Adjustments to tax charge in respect of prior periods
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Changes in provisions leading to an increase (decrease) in the tax charge
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Total tax charge for the year
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Factors that may affect future tax charges
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Finance Act 2021, which was substantively enacted on 24 May 2021, has enacted an increase in the UK corporation tax main rate to 25% from 1 April 2023.
As this rate change had been substantively enacted before the balance sheet date, the closing deferred tax assets and liabilities have been calculated at 25%, on the basis that this is the rate at which those assets and liabilities are expected to unwind.
Page 25
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Charge for the year on owned assets
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Page 26
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Charge for the year on owned assets
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Page 27
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Investments in subsidiary companies
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Direct subsidiary undertakings
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The following were subsidiary undertakings of the Company:
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DG8 Design and Engineering (Holdings) Limited
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Victory House, 2nd Floor Quayside, Chatham Maritime, Chatham, Kent, ME4 4QU
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Victory House, 2nd Floor Quayside, Chatham Maritime, Chatham, Kent, ME4 4QU
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Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
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Page 28
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Finished goods and goods for resale
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts recoverable on long-term contracts
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Trade debtors are stated after provisions for impairment of £24,763 (2022: £17,541). No interest is charged on amounts owed by group undertaking and the balance is repayable on demand.
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Page 29
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Included in amounts owed to group undertakings is a loan that was issued in 2022, repayable over 5 years. The balance on the loan at the year end was £3,753,469 (2022: £4,755,357) plus interest at a floating rate calculated per annum.
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Page 30
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Lease liabilities are due as follows:
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Lease liabilities included in the balance sheet at 31 December
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The following amounts in respect of leases have been recognised in profit:
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Interest on lease liabilities
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Liability at the beginning of the year
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Credited/(charged) to the profit or loss
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Liability at the end of the year
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Page 31
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Allotted, called up and fully paid
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3,901,000 (2022 - 3,901,000) Ordinary shares of £1.00 each
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Profit and loss account
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders.
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £697,932 (2022: £667,499). Contributions totalling £Nil (2022: £Nil) were payable to the funds at the balance sheet date.
The company is a wholly owned subsidiary of Icomera AB, a company registered in Sweden, whose financial statements can be obtained at Odinsgatan 28, 411 03, Gothenburg, Sweden.
The ultimate parent undertaking and controlling party is Bouygues SA, a company registered in France, whose office is at 32 Avenue Hoche, Paris, Ile-de-France, 75378. Copies of the consolidated accounts of Bouygues SA, which is the largest group for which group accounts are prepared and of which Icomera UK Limited is a member, are available from the website www.bouygues.com.
Page 32
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