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Registered number: SC356252














UNIQUE SYSTEM (UK) LIMITED





DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 
UNIQUE SYSTEM (UK) LIMITED
 

COMPANY INFORMATION


Directors
Himanshu Suresh Gandhi 
Martin Ian George Charles 




Registered number
SC356252



Registered office
6 Bon Accord Square

Aberdeen

AB11 6XU




Independent auditors
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
UNIQUE SYSTEM (UK) LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Profit and loss account
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11 - 12
Analysis of net debt
13
Notes to the financial statements
14 - 31


 
UNIQUE SYSTEM (UK) LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Strategic Report for the year ended 31 December 2024.

Business review
 
The directors are satisfied with the results for the year, with significant growth achieved in revenues and earnings. The company continued to invest in core rental products and rental demand remained steady throughout the year.

Principal risks and uncertainties
 
The principal risks and uncertainties facing the company are as follows:
Credit risk - The company's credit risk is primarily attributable to trade debtors.  The amounts presented in the balance sheet are net of any allowances or provisions for doubtful debtors. Part of the company’s business is undertaken with large companies with strong credit ratings, but most of the business has no significant concentration of credit risk with exposure spread over a large number of customers. Management continually reviews the status of outstanding trade debtors to ensure any risk is minimised.
Liquidity risk - The company management review cash flow weekly to ensure there is sufficient working capital in place.

Financial key performance indicators
 
The financial key performance indicators which the directors use to monitor are revenues, gross margin and asset utilisation.

Other key performance indicators
 
Other key performance indicators include health and safety, environmental and quality improvements.


This report was approved by the board and signed on its behalf.



................................................
Martin Ian George Charles
Director

Date: 27 June 2025

Page 1

 
UNIQUE SYSTEM (UK) LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Results and dividends

The profit for the year, after taxation, amounted to £4,973,603 (2023 - £5,125,300).

During the period, no dividends were paid to ordinary shareholders (2023 - £nil).

Directors

The directors who served during the year were:

Himanshu Suresh Gandhi 
Martin Ian George Charles 

Future developments

The company continues to support its customers through investment in its core rental equipment. It is also developing new products and services, primarily in Autonomous solutions, to further enhance its service offering to customers.

Disclosure of information to auditors

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

There have been no significant events affecting the Company since the year end.

Auditors

A resolution to appoint AAB Audit & Accountancy Limited as auditor of the company will be proposed at the next general meeting.

This report was approved by the board and signed on its behalf.
 





................................................
Martin Ian George Charles
Director

Date: 27 June 2025

Page 2

 
UNIQUE SYSTEM (UK) LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

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;

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 2006They 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.

Page 3

 
UNIQUE SYSTEM (UK) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNIQUE SYSTEM (UK) LIMITED
 

Opinion


We have audited the financial statements of Unique System (UK) Limited (the 'Company') for the year ended 31 December 2024, which comprise the Profit and loss account, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 4

 
UNIQUE SYSTEM (UK) LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNIQUE SYSTEM (UK) LIMITED (CONTINUED)

Opinion 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 the 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 either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
UNIQUE SYSTEM (UK) LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNIQUE SYSTEM (UK) LIMITED (CONTINUED)

Auditors' 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 Auditors' 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.


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 obtained an understanding of the legal and regulatory frameworks within which the company operates,
focusing on those laws and regulations that have a direct effect on the determination of material amounts and
disclosures in the financial statements.
The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to
be:
Management override of controls to manipulate the company’s key performance indicators to meet targets;
Timing and completeness of revenue recognition;
Management judgement applied in calculating provisions; and
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included:
Testing of journal entries and other adjustments for appropriateness;
Evaluating the business rationale of significant transactions outside the normal course of business;
Reviewing judgements made by management in their calculation of accounting estimates for potential
management bias;
Enquiries of management about litigation and claims and inspection of relevant correspondence; and
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


Page 6

 
UNIQUE SYSTEM (UK) LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNIQUE SYSTEM (UK) LIMITED (CONTINUED)

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 2006Our 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 Auditors' 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.





James Pirrie (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

27 June 2025
Page 7

 
UNIQUE SYSTEM (UK) LIMITED
 

PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
23,272,823
19,621,345

Cost of sales
  
(10,982,852)
(10,228,965)

Gross profit
  
12,289,971
9,392,380

Administrative expenses
  
(5,326,247)
(3,433,692)

Other operating income
 5 
196,202
601,090

Operating profit
 6 
7,159,926
6,559,778

Interest receivable and similar income
 9 
6,338
613

Interest payable and similar expenses
 10 
(395,097)
(85,388)

Profit before tax
  
6,771,167
6,475,003

Tax on profit
 11 
(1,797,564)
(1,349,703)

Profit for the financial year
  
4,973,603
5,125,300

There are no items of other comprehensive income for 2024 or 2023 other than the profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 14 to 31 form part of these financial statements.

Page 8

 
UNIQUE SYSTEM (UK) LIMITED
REGISTERED NUMBER:SC356252

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
965,000
1,447,500

Tangible assets
 13 
7,389,055
7,092,882

Investments
 14 
1,365,743
355,000

  
9,719,798
8,895,382

Current assets
  

Stocks
 15 
226,285
228,884

Debtors: amounts falling due within one year
 16 
31,621,037
22,557,842

Cash at bank and in hand
 17 
1,876,902
1,021,171

  
33,724,224
23,807,897

Creditors: amounts falling due within one year
 18 
(23,293,999)
(16,755,278)

Net current assets
  
 
 
10,430,225
 
 
7,052,619

Total assets less current liabilities
  
20,150,023
15,948,001

Creditors: amounts falling due after more than one year
 19 
(2,333,525)
(3,105,106)

  

Net assets
  
17,816,498
12,842,895


Capital and reserves
  

Called up share capital 
 22 
1
1

Profit and loss account
  
17,816,497
12,842,894

  
17,816,498
12,842,895


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 June 2025.




................................................
Martin Ian George Charles
Director

The notes on pages 14 to 31 form part of these financial statements.

Page 9

 
UNIQUE SYSTEM (UK) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
1
7,717,594
7,717,595



Profit for the year
-
5,125,300
5,125,300



At 1 January 2024
1
12,842,894
12,842,895



Profit for the year
-
4,973,603
4,973,603


At 31 December 2024
1
17,816,497
17,816,498


The notes on pages 14 to 31 form part of these financial statements.

Page 10

 
UNIQUE SYSTEM (UK) LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
4,973,603
5,125,300

Adjustments for:

Amortisation of intangible assets
482,500
482,500

Depreciation of tangible assets
2,687,252
2,316,395

(Profit)/Loss on disposal of tangible assets
(196,202)
(4,903)

Interest paid
395,097
85,388

Interest received
(6,338)
(613)

Taxation charge
1,797,564
1,349,703

Decrease in stocks
2,599
29,598

Decrease/(increase) in debtors
503,568
(1,005,574)

(Increase) in amounts owed by group companies
(3,997,998)
(6,528,091)

Increase/(decrease) in creditors
495,858
(137,795)

Corporation tax (paid)
(1,092,059)
(1,130,578)

Net cash generated from operating activities

6,045,444
581,330


Cash flows from investing activities

Purchase of tangible fixed assets
(3,142,018)
(4,962,034)

Sale of tangible fixed assets
354,795
165,813

Purchase of fixed asset investments
(1,010,743)
-

Interest received
6,338
613

Net cash from investing activities

(3,791,628)
(4,795,608)
Page 11

 
UNIQUE SYSTEM (UK) LIMITED
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023

£
£



Cash flows from financing activities

New secured loans
-
4,175,000

Repayment of loans
(1,002,988)
-

Interest paid
(395,097)
(85,388)

Net cash used in financing activities
(1,398,085)
4,089,612

Net increase/(decrease) in cash and cash equivalents
855,731
(124,666)

Cash and cash equivalents at beginning of year
1,021,171
1,145,837

Cash and cash equivalents at the end of year
1,876,902
1,021,171


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,876,902
1,021,171

1,876,902
1,021,171


The notes on pages 14 to 31 form part of these financial statements.

Page 12

 
UNIQUE SYSTEM (UK) LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

1,021,171

855,731

1,876,902

Debt due after 1 year

(3,018,750)

685,225

(2,333,525)

Debt due within 1 year

(1,156,250)

317,763

(838,487)


(3,153,829)
1,858,719
(1,295,110)

The notes on pages 14 to 31 form part of these financial statements.

Page 13

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Unique System (UK) Limited is a private company limited by shares, incorporated in the Scotland. The address of it's registered office is 6 Bon Accord Square, Aberdeen, Scotland, AB11 6XU. The principle place of business is Unit 1 Howe Moss Drive, Kirkhill Industrial Estate, Aberdeen, Scotland, AB21 0GL.
The Company is part of the Unique Group FZC who are based in the United Arab Emirates and are focused on the provision of survey equipment, marine and subsea solutions, diving and life support services, buoyancy and ballast products and on-site engineering. 


2.Accounting policies

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.3

Going concern

The directors, having made due and careful enquiry and through preparation of financial forecasts, are of the opinion that the company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that the company has adequate resources to continue in operational existence for the foreseeable future. As a result, the directors have contributed to adopt the going concern basis of accounting in preparing the annual financial statements. 

Page 14

 
UNIQUE SYSTEM (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 15

 
UNIQUE SYSTEM (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

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.

  
2.9

Pensions

Defined contribution pension plan

The company contributes to 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 Profit and loss account 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. 

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 16

 
UNIQUE SYSTEM (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Taxation

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.


 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Profit and loss account over its useful economic life of 10 years.



Page 17

 
UNIQUE SYSTEM (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.13

Tangible Fixed Assets

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.
Survey equipment                                  - 20% straight line
Long-term leasehold property                   - 50% straight line
Plant, equipment & vehicles                      - 25% reducing balance
Computer equipment                       - 25% straight line

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 the Profit and loss account. 

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.15

Stocks

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 weighted average cost 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.

 
2.16

Debtors

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 18

 
UNIQUE SYSTEM (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.17

Cash and cash equivalents

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.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Page 19

 
UNIQUE SYSTEM (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and
Page 20

 
UNIQUE SYSTEM (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)

loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 21

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies 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 available 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. Revision 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. 
Assets carrying value
Management apply judgement in assessment of the estimated useful life and residual value of fixed assets, in particular the plant and machinery that represents the rental stock of the Company. The resultant depreciation charged to the income statement is an estimate of the wearing out and consumption of the economic value of the assets in the year. 
With regards to the carrying value of intangible assets, the directors calculated the fair value of the assets at the date of acquiring the business and used these values to reflect the associated goodwill. The directors make an assessment each year regarding any indications of impairment that may reduce the carrying value, and the amortisation charged to the income statement each year is an estimate of the wearing out and consumption of the economic value of the assets in the year, based upon an estimated useful economic life of 10 years.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Rental Income
20,235,725
16,767,815

Sale of goods
3,037,098
2,853,530

23,272,823
19,621,345


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
5,947,973
5,462,080

Rest of Europe
13,283,303
10,976,827

Rest of the world
4,041,547
3,182,438

23,272,823
19,621,345


Page 22

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Other operating income

2024
2023
£
£

Profit on disposal of fixed assets
196,202
601,090



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
2,687,252
2,316,394

Amortisation of intangible fixed assets
482,500
482,500

Exchange differences
120,198
(137,196)


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
28,000
26,750

Page 23

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
2,758,204
2,000,023

Social security costs
288,011
260,590

Cost of defined contribution scheme
249,050
190,759

3,295,265
2,451,372


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Management
2
2



Administration
22
18



Operations
14
13

38
33


9.


Interest receivable

2024
2023
£
£


Other interest receivable
6,338
613

6,338
613


10.


Interest payable

2024
2023
£
£


Bank interest payable
369,998
77,170

Other interest payable
25,099
8,218

395,097
85,388

Page 24

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,809,839
1,506,047

Adjustments in respect of previous periods
(12,275)
(169,318)


1,797,564
1,336,729

Foreign tax


Foreign tax on income for the year
-
12,974

-
12,974

Total current tax
1,797,564
1,349,703

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
1,797,564
1,349,703

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
6,771,167
6,475,003


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
1,692,792
1,523,949

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
151,599
131,874

Capital allowances for year in excess of depreciation
(23,968)
(49,345)

Chargeable gains
18,745
35,895

Remeasurement of deferred tax for changes in tax rates
-
27,854

Foreign tax
-
12,974

Adjustments to tax charge in respect of prior periods
(12,275)
(169,318)

Deferred tax not recognised in the year
(29,329)
(470,672)

Adjustment to brought forward values
-
306,492

Total tax charge for the year
1,797,564
1,349,703

Page 25

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Intangible assets




Goodwill

£



Cost


At 1 January 2024
4,825,000



At 31 December 2024

4,825,000



Amortisation


At 1 January 2024
3,377,500


Charge for the year on owned assets
482,500



At 31 December 2024

3,860,000



Net book value



At 31 December 2024
965,000



At 31 December 2023
1,447,500



Page 26

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Survey equipment
Long-term leasehold property
Plant, equipment & vehicles
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2024
21,929,699
123,284
200,067
83,577
22,336,627


Additions
3,109,200
-
32,818
-
3,142,018


Disposals
(1,005,031)
-
-
-
(1,005,031)



At 31 December 2024

24,033,868
123,284
232,885
83,577
24,473,614



Depreciation


At 1 January 2024
14,883,715
123,281
153,254
83,495
15,243,745


Charge for the year on owned assets
2,668,265
-
18,913
74
2,687,252


Disposals
(846,438)
-
-
-
(846,438)



At 31 December 2024

16,705,542
123,281
172,167
83,569
17,084,559



Net book value



At 31 December 2024
7,328,326
3
60,718
8
7,389,055



At 31 December 2023
7,045,984
3
46,813
82
7,092,882

Page 27

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
355,000


Additions
1,010,743



At 31 December 2024
1,365,743





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

GSE Rentals Limited
6 Bon Accord Square, Aberdeen, Scotland, AB11 6XU
Ordinary
100%
Subsea Innovation Limited
Innovation House, Centurion Way, Darlington, England, DL3 0UP
Ordinary
100%


15.


Stocks

2024
2023
£
£

Raw materials and consumables
226,285
228,884



16.


Debtors

2024
2023
£
£


Trade debtors
3,472,980
3,832,427

Amounts owed by group undertakings
27,887,322
18,320,559

Other debtors
7,936
169,443

Prepayments and accrued income
252,799
235,413

31,621,037
22,557,842


Page 28

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
1,876,902
1,021,171



18.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
838,487
1,069,894

Trade creditors
488,924
597,473

Amounts owed to group undertakings
19,421,955
13,853,190

Corporation tax
1,059,742
354,237

Other taxation and social security
187,301
127,339

Other creditors
573,148
17,080

Accruals and deferred income
724,442
736,065

23,293,999
16,755,278



19.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
2,333,525
3,105,106

2,333,525
3,105,106


Page 29

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
838,487
1,069,894

Amounts falling due 1-2 years

Bank loans
2,333,525
1,159,059

Amounts falling due 2-5 years

Bank loans
-
1,946,047


3,172,012
4,175,000


A floating charge was put in place over the assets of the company in respect of the loan facility.


21.


Financial instruments

2024
2023
£
£

Financial assets


Financial assets measured at fair value through profit or loss
1,876,902
1,021,171




Financial assets measured at fair value through profit or loss comprises cash at bank and in hand.


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) 1 share of £1.00
1
1



23.


Capital commitments


At 31 December 2024 the Company had capital commitments as follows:

2024
2023
£
£


Contracted for but not provided in these financial statements
-
2,015,370

-
2,015,370

Page 30

 
UNIQUE SYSTEM (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.


Pension commitments

During the year the company contributed £249,050 (2023 - £190,759) to define contribution pension schemes on behalf of employees. There were contributions of £24,148 (2023 - £17,080) outstanding at year end.


25.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
211,847
211,270

Later than 1 year and not later than 5 years
542,786
835,000

Later than 5 years
-
429,391

754,633
1,475,661


26.


Related party transactions

The Group has taken advantage of the available exemption under Financial Reporting Standard 102 Section 33.1A for the need to disclose transactions between wholly owned group entities.


27.


Controlling party

The Company's immediate parent undertaking is Unique Group FZC, a company incorporated in the United Arab Emirates. 
The ultimate controlling party is UMGHoldco 1 Limited, a limited liability company, which is incorporated in Jersey. The largest and smallest group in which the results of the company and its subsidiaries are consolidated is that headed by UMGHoldco 1 Limited. No other group financial statements include the results of the company. The consolidated financial statements of this group are not available to the public. 

Page 31