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Registered number: 00599145
ASCOM (UK) LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ASCOM (UK) LTD
COMPANY INFORMATION
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P McCann (resigned 21 March 2025)
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K Alexieva Scott (appointed 24 June 2024)
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A L Williams (resigned 1 May 2024)
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G M Petrou (appointed 24 June 2024)
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Chartered Accountants & Statutory Auditor
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ASCOM (UK) LTD
CONTENTS
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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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ASCOM (UK) LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report of the company for the year ended 31 December 2024.
Business review and future developments
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Ascom is a global solutions provider focused on healthcare ICT and mobile workflow solutions. The vision of Ascom is to close digital information gaps allowing for the best possible decisions - anytime and anywhere. Ascom's mission is to provide mission-critical, near real-time solutions for highly mobile, ad hoc, and time-sensitive environments. Ascom uses its unique product and solutions portfolio and software architecture capabilities to devise integration and mobilisation solutions that provide truly smooth, complete and efficient workflows for healthcare as well as for industry, security and retail sectors.
Ascom is headquartered in Baar, Switzerland, has operating businesses in 18 countries and employs around 1,300 people worldwide.
The financial key performance indicators of revenue, revenue per full time equivalent employee (FTE), operating margin and orders have all decreased year on year and net asset movement has increased. The Company operates in the United Kingdom. Its focus is to grow in healthcare, retail and other market sectors. To enable this, the size of the sales and distribution team has increased from 34 to 38 with focus on key markets.
Principal risks and uncertainties
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The management of the business and the execution of the company's strategy are subject to a number of risks. Risks are formally reviewed by the management team and appropriate processes put in place to monitor and mitigate them.
The key business risks affecting the company are set out below:
• market take up of Ascom software and solutions could have a downward pressure on margins,
• volume sales of mobile devices increase at a slower rate than forecast,
• down-turn of performance by key customers within their own market places.
These are mitigated by: the group continuing to make significant investments in innovation; pricing structures being regularly reviewed to ensure that product and service proposition is appropriately placed in the market; striving to exceed customers' expectations; putting its customers first, to understand what they want and to be responsive to what they say.
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ASCOM (UK) LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
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Performance during the year and comparison with the previous year are detailed in the table below:
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Definition and method of calculation
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Year on year orders movement expressed as a percentage.
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Year on year revenue movement expressed as a percentage.
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Operating loss expressed as a percentage of turnover.
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Revenue per full time equivalent employee £'000.
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Year on year movement expressed as a percentage.
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The key performance indicators of the Company include order growth, revenue growth, operating profit margin, revenue per full time equivalent employee and movement in Net Assets. Orders have decreased by 25% (2023: increased by 3%) due to a significant reduction in health care sector contracts following the General Election and subsequent change in Government.
Revenue has decreased by 26% (2023: increased by 28%) mainly due to the reduction in orders during 2024 and Wales Critical Care Clinical Information Systems and Services (WICIS) has been delayed due to the project being on hold by the Welsh local authorities. Contracted maintenance revenue has increased in 2024.
Operating margin has deteriorated compared to last year at -19% (2023: -5%) despite efforts to improve the margin, customers continue to demand improved features, functionality, professional services and quality with limited cost increase.
Revenue per FTE has decreased to £146k (2023: £211k). In August 2024, an internal restructure was implemented as a strategic initiative aimed at driving operational efficiencies and optimizing cost structures. This measure was taken with the expectation of delivering an improved EBITDA performance in 2025. This has also been impacted by the increase in staff during 2023 and the fall in revenue.
Net Assets have increased by 69% (2023: increased by 10,877%) due mainly to the increase in the share capital offset by trading losses for the year.
This report was approved by the board and signed on its behalf.
K Alexieva Scott
Director
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ASCOM (UK) LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their annual report and the audited financial statements of Ascom (UK) Ltd (the "company") for the year ended 31 December 2024.
Directors' responsibilities statement
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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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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; 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 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 loss for the year, after taxation, amounted to £2,585k (2023: loss £889k).
No dividends were paid or proposed in the year (2023: £Nil).
The directors who served during the year and up to the date of signing the financial statements, unless otherwise stated, were:
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P McCann (resigned 21 March 2025)
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K Alexieva Scott (appointed 24 June 2024)
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A L Williams (resigned 1 May 2024)
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ASCOM (UK) LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors have a reasonable expectation that the company has adequate resources to continue operations for the foreseeable future.
The directors have prepared a going concern assessment based on its medium term plan to December 2028, including a detailed forecast for the period to December 2025, which includes realistic downside scenarios. They have considered the current risks and opportunities facing the company and their potential impact on the cash flows expected to be generated.
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis in preparing the financial statements.
Financial risk management
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The company's operations expose it to a variety of financial risks that include the effects of changes in credit risk, interest rate cash flow risk and price risk.
Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board. The policies set by the Board of directors are implemented by the company's finance department.
Credit risk
The company has implemented policies that aim at regulating the bidding process, customer opportunities and proposals, customer contracts and preventing the risk of entering contractual obligations burdened with risks which are considered to be too high.
Interest rate cash flow risk
The company has interest bearing assets including finance lease arrangements at fixed rates and cash balances which earn interest at a variable rate.
Price risk
The company is dependent on a group company for the purchase of goods for resale. The Group continually reviews its purchasing and operations policies to manage price fluctuations. For non-group purchases, the company has a policy of continual evaluation of suppliers and contracts to obtain goods at competitive rates.
Economic impact of global events
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UK businesses are currently facing many uncertainties such as the consequences of Brexit, environmental sustainability and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy.
The Directors have taken account of these potential impacts in their going concern assessment. Ascom UK Ltd continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide .
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ASCOM (UK) LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There are no significant changes in the future development of the company, the current developments are provided in the strategic report.
Research and development activities
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All major product developments are carried out by fellow group companies. The group operates a specialist department to enhance its products and adapt them to meet specific customer needs.
The company agrees terms and conditions for its business transactions when orders for goods and services are placed, ensuring that suppliers are aware of the terms of payment, and also by including the relevant terms in contracts where appropriate. These arrangements are adhered to when making payments, subject to the terms and conditions being met by the supplier.
Qualifying third party indemnity provisions
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The ultimate parent company, on behalf of the company, maintains liability insurance for its directors and officers against liabilities which directors or officers may incur personally as a consequence of claims made against them alleging breach of duty or unlawful acts of or omissions in their capacity as a director or officer. The liability insurance was maintained during the year ended 31 December 2024 and up to the date of signing this report.
Disclosure of information to auditors
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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.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
K Alexieva Scott
Director
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ASCOM (UK) LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASCOM (UK) LTD
Opinion
We have audited the financial statements of Ascom (UK) Ltd (the ‘Company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Strategic Report and the Directors' Report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Strategic Report and the Directors' 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.
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ASCOM (UK) LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASCOM (UK) LTD
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of 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.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙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.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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ASCOM (UK) LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASCOM (UK) LTD
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the occurrence and cut-off assertions), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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ASCOM (UK) LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASCOM (UK) LTD
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Paul Kurowski (Senior statutory auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
Two Chamberlain Square
Birmingham
B3 3AX
11 April 2025
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ASCOM (UK) LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Loss for the financial year
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Other comprehensive expense for the year
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Actuarial deficits on defined benefit pension schemes
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Movement of deferred tax relating to pension schemes
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Other comprehensive expense for the year
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Total comprehensive expense for the year
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The notes on pages 13 to 33 form part of these financial statements.
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ASCOM (UK) LTD
REGISTERED NUMBER: 00599145
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors due after more than 1 year
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Debtors due within 1 year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Provisions for liabilities
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Total shareholders' funds
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 33 form part of these financial statements.
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ASCOM (UK) LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Actuarial losses on pension scheme
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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Comprehensive income for the year
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Actuarial losses on pension scheme
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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The notes on pages 13 to 33 form part of these financial statements.
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The company is a private company limited by shares and is incorporated and domiciled in England, registered number 00599145. The address of its registered office is: Building 3, Wall Island, Birmingham Road, Lichfield, WS14 0QP.
Ascom (UK) Ltd's (the "company") principal activities are the sale and maintenance of communication equipment.
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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 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 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Ascom Holding AG as at 31 December 2024 and these financial statements may be obtained from Ascom Holding AG, Investor Relations, Zugerstrasse 32, CH-6340 Baar, Switzerland.
The directors have a reasonable expectation that the company has adequate resources to continue operations for the foreseeable future.
The directors have prepared a going concern assessment based on its medium term plan to December 2028, including a detailed forecast for the period to December 2025, which includes realistic downside scenarios. They have considered the current risks and opportunities facing the company and their potential impact on the cash flows expected to be generated.
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis in preparing the financial statements .
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Turnover, which is stated net of value added tax, represents amounts invoiced to third parties for goods and services rendered in respect of wireless telecommunications. This activity is wholly within the United Kingdom.
Sale of solutions
For contracts with significant installation periods, revenue and directly attributable costs are recognised on a percentage of completion basis based on cost against budget. If circumstances arise that may change the original estimate of revenues, costs or extent of progress towards completion, estimates are revised. These revisions may result in increases or decreases in estimated revenues or costs and are reflected in income in the period in which the circumstances that give rise to the revision become known by management.
For contracts with short installation periods, revenue and directly attributable costs are recognised on installation unless explicitly stated in the contract.
Sale of solutions includes direct income from sales of equipment and devices only.
Services
For contracts where risks and rewards are considered to be passed to the client on installation, the revenue is recognised immediately together with the cost of the equipment in cost of sales and accounted for as a finance lease. Amounts receivable over the period of the arrangement are included within accrued income on the balance sheet and discounted to a net present value where appropriate. The unwinding of the discount is included in the statement of comprehensive income within interest receivable and similar income.
Revenue in respect of maintenance contracts is recognised on a straight-line basis over the period of the contract. Where bundled contracts are sold, fair values are attributed to each separable element and revenue recognised as set out above.
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP. These financial statements have been rounded to the nearest thousand pounds.
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 the Statement of Comprehensive Income 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 the Statement of Comprehensive Income within 'administrative expenses'.
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Operating leases: the Company as lessor
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Rental income from operating leases is credited to the Statement of Comprehensive Income on a straight-line basis over the lease term.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
Finance costs are charged to the Statement of Comprehensive Income 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.
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The company operates three pension schemes. Please refer to note 22 for further details. The assets of these schemes are held in separately administered funds.
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 the Statement of Comprehensive Income 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.
Defined benefit pension plan
The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.
The liability recognised in the Balance Sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled.
The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').
The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.
The cost of the defined benefit plan, recognised in the Statement of Comprehensive Income as employee costs, except where included in the cost of an asset, comprises:
a) the increase in net pension benefit liability arising from employee service during the period; and
b) the cost of plan introductions, benefit changes, curtailments and settlements.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in the Statement of Comprehensive Income as a 'finance expense'.
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|
ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income 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.
Intangible assets are recorded at acquisition cost less accumulated amortisation. The amortisation charge is calculated on a straight-line basis over their estimated useful economic lives of 3 years. Impairment of intangible assets is only reviewed where circumstances indicate that the carrying value of an asset may not be fully recoverable. The directors consider useful life to be appropriate considering the assets and the period over which these would be utilised and in line with the market practice.
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.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Statement of Comprehensive Income during the period in which they are incurred.
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|
ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
|
Land is not depreciated. Depreciation on other assets 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:
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over the term of the lease
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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. The directors consider useful life to be appropriate considering the assets and the period over which these would be utilised and in line with the market practice.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
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 the Statement of Comprehensive Income.
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.
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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.
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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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 the Statement of Comprehensive Income 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 only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and loans to related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset, and the net amount reported in the Balance Sheet when there is an 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.
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
Defined benefit pension scheme
The company has an obligation to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligations depend on a number of factors, including: life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligations in the balance sheet. The assumptions reflect historical experience and current trends. See note 22 for the disclosures relating to the defined benefit pension scheme.
Long term contracts
Long term contract revenues and costs are recognised on a stage of completion basis at the reporting date, based on management's knowledge and historical and future information.
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The operating loss is stated after charging/(crediting):
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Impairment/(reversal) of trade receivables
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Impairment/(reversal) of stocks (included in 'cost of sales')
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Amortisation of intangible fixed assets
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Depreciation of tangible fixed assets
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Other operating lease rentals
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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 auditors for the audit of the Company's financial statements
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Fees payable to the Company's auditors in respect of:
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Taxation compliance services
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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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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Office management and administration
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Company contributions to defined contribution pension schemes
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The emoluments of certain directors are paid by fellow group companies which makes no recharge to the company. The directors are also directors of other Ascom subsidiary undertakings and as a result it is not possible to make an accurate apportionment of their emoluments with respect of each of the subsidiaries. Their total emoluments are included in the aggregate of Directors' emoluments disclosed in the financial statements of the ultimate parent company and fellow subsidiary undertakings as appropriate.
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Other interest receivable
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Net interest on the defined benefit scheme including past service cost
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Reduction in deferred tax asset on tax losses
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 -25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
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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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Pension scheme contributions deductible for tax purposes
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Reduction in deferred tax asset on tax losses
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Tax losses not deemed recoverable
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Change in tax rate from 19% to 25% on tax losses
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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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There were no factors that may affect future tax charges.
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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Raw materials and consumables
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Work in progress (goods to be sold)
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A write-off of £531k (2023: write-off of £51k) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock. Stock is stated net of provision of £615k (2023: £84k).
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Prepayments and accrued income
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Deferred tax asset (note 19)
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Amounts owed by group undertakings
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Prepayments and accrued income
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Trade debtors are stated net of provision of £20k (2023: £20k).
Included in prepayments and accrued income due after more than one year is £314k (2023: £216k) in respect of finance lease lessor arrangements.
Included in prepayments and accrued income due within one year is £140k (2023: £98k) in respect of finance lease lessor arrangements.
Amounts owed by group undertakings are amounts owed by fellow subsidiary undertakings which are unsecured, not interest bearing and repayable on demand.
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Cash and cash equivalents
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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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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Amounts owed to group undertakings are amounts owed to fellow subsidiary undertakings which are unsecured, not interest bearing and repayable on demand.
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings and finance leases receivable.
Financial liabilities measured at amortised cost comprise trade creditors and amounts owed to group undertakings.
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Charged to comprehensive income
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
19.Deferred taxation (continued)
|
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The deferred taxation balance is made up as follows:
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There are unutilised taxable losses of £8,096,000 (2023: £4,243,000) which will be carried forward.
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Allotted, called up and fully paid
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8,000,000 (2023: 4,000,000) Ordinary shares of £1.00 each
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On 18 December 2024, 4,000,000 ordinary shares were issued with a nominal value of £1 each. The consideration received for each share was £1.
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
Profit and loss account
The profit and loss account represents the accumulated profits, losses and distributions of the company.
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Defined contribution scheme
The company continues to operate a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £376,000 (2023: £347,000). At the balance sheet date contributions outstanding is £Nil (2023: £Nil).
Defined benefit schemes
The company is the principal employer for two defined benefit schemes, being Ascom UK Limited scheme and Ascom Better Packages Retirement Benefit scheme. There are no active members of either scheme.
Ascom UK Limited Scheme
The Ascom UK Limited scheme has a pension surplus of £1,710,000 (2023: surplus £1,625,000) as at 31 December 2024 which has been reflected in the Balance Sheet of Ascom (UK) Ltd. Information was provided by the independent actuary at 31 December 2024 in order to determine the disclosures using the projected unit method of valuation. The date of the last triennial valuation on which this is based is 31 December 2022.
It is the policy of the company to fund the scheme in accordance with advice received from the company's actuaries in consultation with the trustees of the scheme to ensure that the scheme has sufficient assets to meet the relevant liabilities. During the next 12 months the company expects to make contributions totalling £378,000 (2023: £378,000) in respect of this scheme.
Ascom Better Packages Retirement Benefit Scheme
The Ascom Better Packages Retirement Benefit scheme has a pension balance of £Nil (2023: £Nil) as at 31 December 2024 which has been reflected in the Balance Sheet of Ascom (UK) Ltd. Information was provided by the independent actuary at 31 December 2024 in order to determine the disclosures using the projected unit method of valuation. The date of the last triennial valuation was 1 July 2019.
It is the policy of the company to fund the scheme in accordance with advice received from the company's actuaries in consultation with the trustees of the scheme to ensure that the scheme has sufficient assets to meet the relevant liabilities. During the next 12 months the company expects to make contributions totalling £30,000 (2023: £30,000) in respect of this scheme.
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Reconciliation of present value of plan liabilities:
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Reconciliation of present value of plan liabilities
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At the beginning of the year
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
22.Pension commitments (continued)
|
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Reconciliation of present value of plan assets:
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At the beginning of the year
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Not recognised as an asset in FRS 102
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Composition of plan assets:
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Fair value of plan assets
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Present value of plan liabilities
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Net pension scheme liability
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
22.Pension commitments (continued)
|
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The amounts recognised in comprehensive income are as follows:
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The amounts recognised in statement of changes in equity are as follows:
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Return on assets, excluding interest income
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Actuarial (losses) / gains on the liabilities
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Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):
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- at 65 for a male aged 45 now
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- for a female aged 65 now
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- at 65 for a female member aged 45 now
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ASCOM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Commitments under operating leases
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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At 31 December 2024, the Company had future minimum lease receivables under non-cancellable operating leases as follows:
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Later than one year and not later than five years
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Related party transactions
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Advantage has been taken of the exemption contained in Financial Reporting Standard 102 (section 33.1A) from the requirement to disclose transactions with the parent company and other subsidiaries of the same group on the grounds that Ascom (UK) Ltd is a wholly owned subsidiary.
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The company's immediate parent undertaking is Ascom Solutions AG, a company registered in Switzerland. Ascom Holding AG, a company registered in Switzerland, is the ultimate parent undertaking and controlling party and is the smallest and largest group with which the results of Ascom (UK) Ltd are consolidated. Copies of Ascom Holding AG's consolidated financial statements may be obtained from Ascom Holding AG, Investor Relations, Zugerstrasse 32, CH-6340 Baar, Switzerland.
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