Company registration number 03848359 (England and Wales)
PODSYSTEM LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
PODSYSTEM LIMITED
COMPANY INFORMATION
Director
Mr A Elliott
Company number
03848359
Registered office
Whiteleaf Business Centre
11 Little Balmer
Buckingham Industrial Estate
Buckingham
Bucks
MK18 1TF
Auditor
Gravita Audit II Limited
Aldgate Tower
2 Leman Street
London
United Kingdom
E1 8FA
PODSYSTEM LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 13
PODSYSTEM LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,144,269
1,585,980
Tangible assets
5
629
306
Investments
6
13,900
13,900
1,158,798
1,600,186
Current assets
Stocks
306,268
150,246
Debtors
8
2,452,596
2,519,861
Cash at bank and in hand
99,912
193,418
2,858,776
2,863,525
Creditors: amounts falling due within one year
9
(8,636,495)
(2,905,411)
Net current liabilities
(5,777,719)
(41,886)
Total assets less current liabilities
(4,618,921)
1,558,300
Creditors: amounts falling due after more than one year
10
-
0
(3,099,985)
Net liabilities
(4,618,921)
(1,541,685)
Capital and reserves
Called up share capital
12
1,200
1,200
Other reserves
749,985
749,985
Profit and loss reserves
(5,370,106)
(2,292,870)
Total equity
(4,618,921)
(1,541,685)

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 1 August 2025
Mr A Elliott
Director
Company Registration No. 03848359
PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information

Podsystem Limited is a private company limited by shares incorporated in England and Wales. The registered office is Whiteleaf Business Centre, 11 Little Balmer, Buckingham Industrial Estate, Buckingham, Bucks, MK18 1TF.

 

Podsystem Limited and its subsidiaries operated in the telecommunication sector and is an Enterprise Network Operator (ENO) providing IoT connectivity solutions to multiple business sectors. It operated from its office in Cambridge, with its subsidiaries operating from offices in San Francisco, Seville, Hong Kong and Leon, Mexico, selling to worldwide markets.

 

The company's trade and assets were sold within the Giesecke+Devrient group on 1 January 2024 and at the date of the approval of these financial statements the company has no trading activities. The director intends to strike off the company once the arbitration referenced in Note 12 is resolved and once certain administrative filings are complete.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Podsystem Limited is a wholly owned subsidiary of the group headed by Giesecke+Devrient GmbH and the results the Company and its subsidiaries are included in the consolidated financial statements of Giesecke+Devrient GmbH which are available from their company website, https://www.gi-de.com/en/.

PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.2
Going concern

On 1 January 2024, the company's trade and assets were sold to Giesecke+Devrient Mobile Security TCD UK Limited, a group company.true

 

The director intends to strike off the company once the arbitration referenced in Note 12 is resolved and once final administrative processes are completed. The financial statements have therefore been prepared on a basis other than a going concern basis.

 

Under the basis of accounting adopted, all reported assets and liabilities at 31 December 2022 continue to be presented as current or non-current based on their cash flow characteristics, and are presented at their realisable value taking into account the intended closure of the business in the short term. As disclosed in Note 12, a gain was recorded on the disposal of trade and assets on 1 January 2024 and therefore the realisable amount of net assets at 31 December 2022 were considered to be in excess of their carrying amounts. Given the period of time between the balance sheet and the date of signing the financial statements, no re-presentation of balances is considered necessary.

 

There was no impact on the presentation of the financial statements as a result of the adoption of this basis of accounting.

 

Following the resolution of the arbitration described in Note 12 the director intends to distribute any remaining assets to the shareholder and dissolve the company.

 

The company has received a letter of support from its ultimate parent company Giesecke + Devrient GmbH indicating its willingness to provide continued financial support for a period of 12 months from the signing of these financial statements including in respect of any liability arising from the arbitration described in Note 12.

1.3
Reporting period

These financial statements cover the 12 month period to 31 December 2022. The comparatives cover the 12 month period to 31 December 2021.

1.4
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
5 years
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.8
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 7 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Useful economic life of intangible and tangible assets

The annual amoritsation and depreciation charges for intangible and tangible assets are sensitive to changes in the estimated useful lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets.

Impairment of receivables

When assessing impairment of trade and other receivables, management considers factors including the current trading status of the debtor, the ageing profile of the receivables, and the historic record of cash collections. Where indications exist that a debt may not be recoverable, a bad debt provision is raised to reflect the expected credit exposure on that instrument. The same considerations are applied to amounts receivable from group companies.

Impairment of intangible assets

The director assesses the recoverable amount of intangible assets whenever there are indicators of impairment. As a result of the loss reported in the year, the director made an assessment of whether impairment indicators were present. The director noted the post year end disposal of the intangible assets and the implied recoverable amount which was in excess of the carrying value at the date of disposal. Therefore no impairment was recorded in the period.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2022
2021
Number
Number
Total
2
3
PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
4
Intangible fixed assets
Other
£
Cost
At 1 January 2022 and 31 December 2022
2,061,310
Amortisation and impairment
At 1 January 2022
475,330
Amortisation charged for the year
441,711
At 31 December 2022
917,041
Carrying amount
At 31 December 2022
1,144,269
At 31 December 2021
1,585,980
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2022
829
Additions
589
At 31 December 2022
1,418
Depreciation and impairment
At 1 January 2022
523
Depreciation charged in the year
266
At 31 December 2022
789
Carrying amount
At 31 December 2022
629
At 31 December 2021
306
6
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
13,900
13,900
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
7
Subsidiaries
(Continued)
- 10 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Luner.io Limited
Whiteleaf Business Centre, Little Balmer, Buckingham, MK18 1TF, United Kingdom
Ordinary
100.00
Data Connectivity Podsystem S.L.
Imagen 4, 41003 Seville, Spain
Ordinary
100.00
Podsystem Corporation
123 10th St, San Francisco, California, United States of America
Ordinary
100.00
Giesecke+Devrient Mobile Security Hong Kong Limited
Suite 1106-08, 11 fl, Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong
Ordinary
100.00
8
Debtors
2022
2021
as restated
Amounts falling due within one year:
£
£
Trade debtors
136,361
343,401
Amounts owed by group undertakings
2,094,067
1,847,141
Other debtors
222,168
329,319
2,452,596
2,519,861

Trade debtors is stated net of a bad debt provision of £312,142 (2021: £267,813).

 

All of the above amounts due from group companies are interest free, unsecured and repayable on demand.

9
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
1,141,303
532,380
Amounts owed to group undertakings
7,217,925
2,187,620
Taxation and social security
4,149
-
0
Other creditors
273,118
185,411
8,636,495
2,905,411
PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
9
Creditors: amounts falling due within one year
(Continued)
- 11 -

In July 2021, a fixed charge held by a third party lender was released upon settlement of the entire loan capital. No assets were pledged as security at year end.

 

During 2021, the company settled its existing third party government-guaranteed CBILS loan in full and entered into a new loan agreement with a group company. The new intercompany loan of £3.1m was repayable by 30 June 2023 and attracted interest based on SONIA plus 1.45%. The loan was therefore presented as a current liability as at 31 December 2022 and non-current at 31 December 2021. The balance at 31 December 2022 including accrued interest was £3,133,137 (2021: £3,099,985).

 

Subsequent to year end, the loan was converted to a credit facility of up to £4.7m repayable by March 2024.

 

Additionally, as at 31 December 2022, the company owed £3,936,074 (2021: £2,176,511) to a subsidiary. Movements in the year relate to additional cash advances received. The balance is informal, interest free and repayable on demand.

 

On 1 January 2024, the loans formed part of the trade and asset disposal described in Note 12. Interest expense in the year includes £78,023 (2021: £22,972) payable to group companies.

10
Creditors: amounts falling due after more than one year
2022
2021
£
£
Borrowings from group companies
-
0
3,099,985

 

11
Share capital

Throughout both periods presented, there were 1,000 Ordinary shares, 100 Class B shares, and 100 Class C shares in issue.

 

The nominal value of all share classes is £1 and therefore the company's share capital throughout the period was £1,200.

 

Ordinary, Class B and Class C shares entitle the holder to full voting and dividend rights. Upon a return of assets on liquidation, reduction of share capital or on winding up, each Class B share shall receive 1.6825 times the amount payable in respect of each Ordinary and Class C share.

PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
12
Events after the reporting date

On 1 November 2023 the company terminated its joint venture agreement. In June 2024, proceedings against the company were initiated at the International Court of Arbitration in respect of a claim of $4.2m. The company is confident in defending its position but considers the claim to represent a contingent liability as at the date of approval of these financial statements. The matter is expected to be heard and settled during 2025.

 

On 31 December 2023, the company sold its entire interest in Giesecke+Devrient Mobile Security Hong Kong Limited, Data Connectivity Podsystem S.L. and Podsystem Corporation to Giesecke+Devrient Mobile Security Germany GmbH for cash consideration of €5,300,000, €10,800,000 and €8.530,000 respectively. Giesecke+Devrient Mobile Security Germany GmbH is a company incorporated in Germany under the same ultimate control as Podsystem Limited.

 

On 1 January 2024, the company's trade and assets were acquired by Giesecke+Devrient Mobile Security TCD UK Limited, a company controlled by Podsystem's ultimate parent company, as part of a group reorganisation. The consideration received was €1,000 subject to certain post completion adjustments. In light of the net liability position of the company at the time of the disposal, the director estimates that a gain on disposal arose on the disposal. The assets disposed excluded the receivable from the disposal of subsidiaries on 31 December 2023 described above.

 

On 31 March 2025 the company's shares were sold to Giesecke+Devrient Mobile Security TCD UK Limited, a UK company, as part of a group reorganisation. Giesecke+Devrient Mobile Security TCD UK Limited has the same controlling party as Podsystem Limited.

 

Subject to the completion of certain administrative filings and resolution of the above arbitration the director intends to distribute the remaining assets to the shareholder and strike off the company.

13
Prior period adjustment

The Director identified that a tax receivable of £262,366 relating to an accounting period prior to the comparative period had been incorrectly reflected in the balance sheet. The comparative balance sheet has been restated to remove £262,366 from debtors and from brought forward retained earnings. The restatement had no effect on the reported result for the comparative year.

14
Parent company

At the date of signing these financial statements, the immediate parent company is Giesecke+Devrient Mobile Security TCD UK Limited, a company registered in England and Wales. Until 31 March 2025 the immediate parent company was Giesecke+Devrient Mobile Security Germany GmbH, a company registered in Germany.

The largest and smallest group of undertakings for which group accounts have been drawn up is that headed by Giesecke+Devrient GmbH. Copies of these financial statements are available from 159 Prinzregentenstr, Munich, Germany and via https://report.gi-de.com/.

 

During 2021, the parent company Giesecke+Devrient Mobile Security Germany GmbH made a capital contribution of £750,000 which was received in cash. This was credited to 'Other reserves' as the Director considered the contribution forms part of the company's equity.

PODSYSTEM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
15
Related party transactions

The Company has taken the exemption in FRS 102 para 1AC.35 and has not disclosed details of transactions with wholly owned entities within the group.

 

During the year the Company recognised revenue of £549,699 (2021: £202,448) from a company in which the Company held a 51% interest and which the director considers to be a joint venture. The amount receivable at year end was £79,792 (2021: £241,481). The balance is unsecured, interest free and payable on demand. Additionally, accrued income in respect of amounts unbilled at year end was £302,605 (2021: £258,906). Of this, £155,038 was invoiced and paid subsequent to year end and the balance was provided for in full as at 31 December 2022 due to uncertainty of recovery over these amounts. An arbitration with the debtor remains in process at the date of approval of these financial statements.

 

16
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is qualified and includes the following:

Basis for qualified opinion

The balance sheet reports inventories at 31 December 2022 of £306,268 and at 31 December 2021 of £150,246. We were unable to attend stocktakes at either of these dates, nor were we able to perform suitable alternative procedures to obtain sufficient appropriate audit evidence in respect of the existence of stock at 31 December 2022 or 31 December 2021. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.

In July 2021, the company was acquired by a group which is large for the purposes of transfer pricing rules. The company undertakes a number of intercompany transactions which are in the scope of transfer pricing adjustments for the purposes of corporation tax. At the time of the audit, we have been unable to obtain sufficient appropriate audit evidence in support any proposed transfer pricing adjustments to the corporation tax computation and, consequently, we were unable to determine if any adjustments to the reported corporation tax liability of nil at 31 December 2022 and 31 December 2021 were required.

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 qualified opinion.

Emphasis of matter – financial statements prepared on a basis other than going concern

We draw attention to Note 1.2 to the financial statements which explains that the director intends to dissolve the company following resolution of the arbitration referenced in Note 12 and the completion of administrative filings. Therefore he considers that it is not appropriate to adopt the going concern basis of accounting in preparing the financial statements. The financial statements have been prepared on an alternative basis as described in Note 1.2. Our opinion is not modified in respect of the matter.

Senior Statutory Auditor:
Joseph Brewer
Statutory Auditor:
Gravita Audit II Limited
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