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Company registration number: 11203113
Unify Software Solutions Ltd
Filleted financial statements
30 December 2023
Unify Software Solutions Ltd
Contents
Directors and other information
Directors responsibilities statement
Statement of financial position
Statement of changes in equity
Notes to the financial statements
Unify Software Solutions Ltd
Directors and other information
Directors Mr Simon Vincent
Mr Stephen Charles Williams
Company number 11203113
Registered office Unit 1, Orion Close
Mustang Park
Daventry
Northamptonshire
NN11 8NW
Business address Unit 1, Orion Close
Mustang Park
Daventry
Northamptonshire
NN11 8NW
Auditor Emery & Co Accountants Limited
The Hayloft, Lodge Farm
Lodge Lane
Cheslyn Hay
Cannock
WS11 0LT
Unify Software Solutions Ltd
Directors responsibilities statement
Period ended 30 December 2023
The directors are responsible for preparing 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 period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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; and
- 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 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.
Unify Software Solutions Ltd
Statement of financial position
30 December 2023
30/12/23 31/12/22
Note £ £ £ £
Fixed assets
Intangible assets 5 203,107 257,100
Tangible assets 6 2,312 -
_______ _______
205,419 257,100
Current assets
Debtors 7 - 16,000
Cash at bank and in hand 9,961 4,463
_______ _______
9,961 20,463
Creditors: amounts falling due
within one year 8 ( 511,217) ( 452,359)
_______ _______
Net current liabilities ( 501,256) ( 431,896)
_______ _______
Total assets less current liabilities ( 295,837) ( 174,796)
Creditors: amounts falling due
after more than one year 9 - ( 8,011)
_______ _______
Net liabilities ( 295,837) ( 182,807)
_______ _______
Capital and reserves
Called up share capital 10 2 2
Profit and loss account ( 295,839) ( 182,809)
_______ _______
Shareholders deficit ( 295,837) ( 182,807)
_______ _______
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
These financial statements were approved by the board of directors and authorised for issue on 24 March 2025 , and are signed on behalf of the board by:
Mr Stephen Charles Williams
Director
Company registration number: 11203113
Unify Software Solutions Ltd
Statement of changes in equity
Period ended 30 December 2023
Called up share capital Profit and loss account Total
£ £ £
At 1 January 2022 2 ( 18,032) ( 18,030)
Loss for the period ( 164,777) ( 164,777)
_______ _______ _______
Total comprehensive income for the period - ( 164,777) ( 164,777)
_______ _______ _______
At 31 December 2022 and 1 January 2023 2 ( 182,809) ( 182,807)
Loss for the period ( 113,030) ( 113,030)
_______ _______ _______
Total comprehensive income for the period - ( 113,030) ( 113,030)
_______ _______ _______
At 30 December 2023 2 ( 295,839) ( 295,837)
_______ _______ _______
Unify Software Solutions Ltd
Notes to the financial statements
Period ended 30 December 2023
1. General information
The company is a private company limited by shares, registered in England. The address of the registered office is Unit 1, Orion Close, Mustang Park, Daventry, Northamptonshire, NN11 8NW.
2. Statement of compliance
These financial statements have been 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.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.The financial statements are prepared in sterling, which is the functional currency of the entity.The financial statements cover the period from 1 January 2023 to 31 December 2023. The company's accounting reference date is 30 December 2023. The directors consider the difference between the accounting reference date and the reported financial period end to be immaterial and that these financial statements present a true and fair view of the company's affairs as at 31 December 2023 and of its profit or loss for the year then ended.
Going concern
The company is an indirect subsidiary of Sadita Holding Company W.L.L. (the 'ultimate parent'), an international group. The company's liquidity is managed centrally by Fidelity Supply Chain Solutions Ltd (the 'immediate parent') via intercompany loans. In reaching their conclusion, the company's directors have considered the forecasts for the company that they have prepared for the period to 31 December 2027 and: The company made losses in the year to 31 December 2024 and forecasts for 2025 indicate losses while the company continues to develop its software solutions. The directors have considered a range of sensitivities, which they believe adequately address any reasonably foreseeable events and circumstances that may be relevant to the company. Sensitivities considered include the failure to achieve cost and efficiency savings. In all reasonably foreseeable circumstances, it has been concluded that the trading and cash flow forecasts for the company require the support of the ultimate parent, whose cashflows incorporate those of the company, show adequate headroom.
Going concern continued
The company has received a letter of support from the ultimate parent, covering a period of at least 12 months from the date of these financial statements which includes: Not seeking repayment of amounts advanced to the company by the parent and/or other members of the group; Advancing further amounts to the company as required by the company. The directors believe that the ultimate parent's audited financial statements for the year ended 31 December 2023 indicate a strong balance sheet and the 2024 unaudited results for the group headed by the ultimate parent show the group continued to make a profit. There are no risks identified that would threaten the group's ability to continue as a going concern and that the group had sufficient liquid assets to meet its liabilities as they fall due in all reasonably foreseeable events and circumstances. The directors are satisfied that this position remains largely unchanged through to the date of approval of these financial statements and there remains sufficient liquidity throughout the going concern period therefore the directors believe it is appropriate to place reliance on the continued support of the ultimate parent. On this basis, the directors of the company believe it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements.
Judgements and key sources of estimation uncertainty
In the application of the company'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.Critical judgementsThe following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.Useful lives of intangible fixed assetsIntangible fixed assets represent a significant portion of total assets. The annual amortisation charge depends primarily on the estimated life of the asset and, in certain circumstances, an estimate of the residual value. The directors regularly review the useful life of the asset and change it if necessary to reflect current conditions. In determining the useful life management consider technological change, patterns of consumption, physical condition and expected economic utilisation of the asset. Changes in the useful life can have a significant impact on the amortisation charge for the financial period.
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for 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.
Turnover continued
Revenue from the sale of services is recognised when the significant risks and rewards of ownership of the services have passed to the buyer (usually on delivery of the services), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.Current taxThe tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.Deferred taxDeferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Intangible assets
Intangible assets are intially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Intangible fixed assets represents the development costs incurred to the balance sheet date on the development of the Cloud SaaS Software Systems which are expected to generate revenue for the company, particularly from the logistics industry. The development costs are now being expensed as meaningful commercial sales of the developed software are now being generated for the company.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Software - over the expected useful commercial life of the software which is expected to be 6.75 years
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Office equipment - 3 years straight line
If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.
Impairment
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).Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset 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.
Defined contribution plans
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
Equity instruments
Equity instruments issued by the company are recorded at 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.
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense. 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.
4. Employee numbers
The average number of persons employed by the company during the period amounted to 4 (2022: 4 ).
5. Intangible assets
Software
£
Cost
At 1 January 2023 and 30 December 2023 365,086
_______
Amortisation
At 1 January 2023 107,986
Charge for the period 53,993
_______
At 30 December 2023 161,979
_______
Carrying amount
At 30 December 2023 203,107
_______
At 31 December 2022 257,100
_______
6. Tangible assets
Office equipment Total
£ £
Cost
At 1 January 2023 3,824 3,824
Additions 3,083 3,083
_______ _______
At 30 December 2023 6,907 6,907
_______ _______
Depreciation
At 1 January 2023 3,824 3,824
Charge for the year 771 771
_______ _______
At 30 December 2023 4,595 4,595
_______ _______
Carrying amount
At 30 December 2023 2,312 2,312
_______ _______
At 31 December 2022 - -
_______ _______
7. Debtors
30/12/23 31/12/22
£ £
Trade debtors - 16,000
_______ _______
8. Creditors: amounts falling due within one year
30/12/23 31/12/22
£ £
Bank loans and overdrafts - 3,200
Trade creditors 2,303 10,085
Amounts owed to group undertakings 462,495 415,346
Social security and other taxes 25,121 16,361
Other creditors 21,298 7,367
_______ _______
511,217 452,359
_______ _______
9. Creditors: amounts falling due after more than one year
30/12/23 31/12/22
£ £
Bank loans and overdrafts - 8,011
_______ _______
10. Called up share capital
Issued, called up and fully paid
30/12/23 31/12/22
No £ No £
Ordinary shares shares of £ 1.00 each 2 2 2 2
_______ _______ _______ _______
11. Contingent assets and liabilities
The company has not been charged Value Added Tax (VAT) on certain intercompany recharges. Management has identified this as a potential contingent liability.The company has conducted a comprehensive review of these intercompany recharges to quantify the potential liability and amount of recoverable VAT. This review is currently ongoing.Based on preliminary assessments, management currently estimates that the potential liability relating to the non-charged intra-group VAT on these intercompany recharges will be in excess of £50,000 which management expect to be partially recoverable once payment has been made to the related group companies as the company is on the cash accounting VAT scheme.The ultimate amount of the liability, if any, will depend on the final determination of the VAT treatment of these recharges. The company will recognise a provision for this liability once a reliable estimate can be determined. Until such time, and given the uncertainties surrounding the final determination, no provision has been recognised in these financial statements.
12. Limitation of auditors liability
There is a limited liability agreement in place with the auditors Emery & Co Accountants Limited, this was approved with a written resolution dated 19 February 2024.
13. Summary audit opinion
The auditor's report for the period dated 27 March 2025 was unqualified.
The senior statutory auditor was Miss Lisa Joanne Emery FCCA for and on behalf of Emery & Co Accountants Limited
14. Parent company
Unify Software Solutions Ltd is a subsidiary company of Fidelity Supply Chain Solutions Ltd which is the immediate parent company incorporated in England and Wales. Fidelity Supply Chain Solutions Ltd became a subsidiary of Fidelity Fulfilment Holding Company Limited on 13 September 2022, on the same date Sadita (UK) Limited acquired 49% of the shares in Fidelity Fulfilment Holding Company Limited. The company's ultimate parent is Sadita Holding Company W.L.L., a company incorporated in Kuwait. This company heads the largest group in which the results of the company are included. The consolidated financial statements of this company are available to the public and may be obtained from Sadita Holding Company W.L.L., Kuwait City - Fahad Al Salem Street - Al Joun Center - P.O. Box 26332, State of Kuwait.