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Univers U.K. Ltd Registered number: 13007894 Annual Report For the year ended 31 December 2024
UNIVERS U.K. LTD COMPANY INFORMATION
Director | E L Newland
Registered number | 13007894
Registered office | 30 Old Bailey
| London
| United Kingdom
| EC4M 7AU
Independent auditor | UHY Affinia
| Chartered Accountants & Statutory Auditor
| 168 Church Road
| Hove
| East Sussex
| BN3 2DL
UNIVERS U.K. LTD CONTENTS
| Page
Director's Report | 1 - 2
Independent Auditor's Report | 3 - 6
Statement of Comprehensive Income | 7
Statement of Financial Position | 8
Statement of Changes in Equity | 9
Notes to the Financial Statements | 10 - 19
UNIVERS U.K. LTD DIRECTOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The director presents their annual report and the audited financial statements of Univers U.K. Ltd ('the Company') for the year ended 31 December 2024.
Principal activity
The principal activity of the Company is the provision of software and data technology services.
Results and dividends
The profit for the year, after taxation, amounted to £460,501 (2023: loss of £2,359,120). The director does not recommend the payment of a dividend for the year (2023: £nil).
Directors
The directors who served during the year and to the date of this report were:
E L Newland (appointed 28 June 2024)
L Low (resigned 28 June 2024)
Director's responsibilities statement
The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. - 1 -
UNIVERS U.K. LTD DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Going concern
The director has assessed whether the going concern basis of preparation continues to be appropriate, based on whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. This assessment has been required in the light of the significant uncertainty around the short to medium term impact of the economic impact of global events. Accordingly, the director has a reasonable expectation that the Company will continue in operational existence for a period of at least twelve months from the date of signing this report and thus they adopt the going concern basis of accounting in preparing the financial statements.
Qualifying third party indemnity provisions
The Company has made qualifying third party indemnity provisions for the benefit of its director which were made during the year and remain in force at the date of this report. No claim or notice of claim in respect of these indemnities has been received in the year.
Provision of information to auditor
The director at the time when this Director's Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is 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 auditor is aware of that information.
Post balance sheet events
After the reporting date, the end-customer contract for the QAir project was cancelled post year-end. The Company acted as a subcontractor to its related party, which was the main contractor on the project, and had satisfied its contractual performance obligations as at 31 December 2024. At that date, the Company recognised a contract asset of £244,198 and an amount of £134,731 had been invoiced to the related party. As the contract cancellation occurred after 31 December 2024, it represents a non-adjusting event.
Auditor
During the year, UHY Affinia was appointed as auditor. The auditor, UHY Affinia, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies note
In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf by:
E L Newland Director
Date: 3 February 2026
- 2 -
UNIVERS U.K. LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNIVERS U.K. LTD Opinion We have audited the financial statements of Univers U.K. Ltd ('the Company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, 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 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 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 director's 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 director 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 auditor's report thereon. The directors are responsible for the other information. 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. - 3 -
UNIVERS U.K. LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNIVERS U.K. LTD In connection with our audit of the financial statements, 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 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Director's Report has 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 Director's 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 director's remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit; or ∙the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. - 4 -
UNIVERS U.K. LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNIVERS U.K. LTD Responsibilities of Director As explained more fully in the director's responsibilities statement set out on page 1, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements 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. 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: Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company which were contrary to applicable laws and regulations including fraud and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit. Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, review of correspondence with and reports to the regulators, enquiries of management and in so far as they related to the financial statements, and testing of journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. 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. - 5 -
UNIVERS U.K. LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNIVERS U.K. LTD Other matter The financial statements of the Company for the year ended 31 December 2023 were audited by another auditor who expressed an unmodified opinion on those statements on 20 January 2025. 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 a Report of the Auditors 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. David Guest (Senior statutory auditor) For and on behalf of UHY Affinia Chartered Accountants & Statutory Auditor 168 Church Road Hove East Sussex BN3 2DL 5 February 2026 - 6 -
UNIVERS U.K. LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
| £ | £
Turnover |  | 4,934,967 | 3,622,320
Cost of sales |  | (833,459) | (823,707)
Gross profit |  | 4,101,508 | 2,798,613
Administrative expenses |  | (3,664,191) | (5,181,157)
Operating profit/(loss) |  | 437,317 | (2,382,544)
Interest receivable and similar income |  | 23,184 | 23,424
Profit/(loss) before tax |  | 460,501 | (2,359,120)
Tax on profit/(loss) |  | - | -
Profit/(loss) for the financial year |  | 460,501 | (2,359,120)
Other comprehensive income |  | - | -
Total comprehensive income/(expense) for the year |  | 460,501 | (2,359,120)
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
The notes on pages 10 to 19 form part of these financial statements.
- 7 -
UNIVERS U.K. LTD REGISTERED NUMBER: 13007894 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 4 |  | 22,237 |  | 73,868
|  |  | 22,237 |  | 73,868
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 3,581,183 |  | 1,831,062 |
Cash and cash equivalents |  | 410,145 |  | 89,257 |
|  | 3,991,328 |  | 1,920,319 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 6 | (6,723,050) |  | (5,360,862) |
Net current liabilities |  |  | (2,731,722) |  | (3,440,543)
Total assets less current liabilities |  |  | (2,709,485) |  | (3,366,675)
Net liabilities |  |  | (2,709,485) |  | (3,366,675)
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 1,957,586 |  | 1,957,586
Share option reserve | 8 |  | 751,979 |  | 555,290
Profit and loss account | 8 |  | (5,419,050) |  | (5,879,551)
Total equity |  |  | (2,709,485) |  | (3,366,675)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
E L Newland
Director
Date: 3 February 2026
The notes on pages 10 to 19 form part of these financial statements. - 8 -
UNIVERS U.K. LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share option reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 1,957,586 | 323,444 | (3,520,431) | (1,239,401)
Comprehensive expense for the year |  |  |  |
Loss for the year | - | - | (2,359,120) | (2,359,120)
Other comprehensive income for the year | - | - | - | -
Total comprehensive expense for the year | - | - | (2,359,120) | (2,359,120)
Share-based payment expense (note 9) | - | 231,846 | - | 231,846
Total transactions with owners | - | 231,846 | - | 231,846
At 1 January 2024 | 1,957,586 | 555,290 | (5,879,551) | (3,366,675)
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 460,501 | 460,501
Other comprehensive income for the year | - | - | - | -
Total comprehensive income for the year | - | - | 460,501 | 460,501
Share based payment expense (note 9) | - | 196,689 | - | 196,689
Total transactions with owners | - | 196,689 | - | 196,689
At 31 December 2024 | 1,957,586 | 751,979 | (5,419,050) | (2,709,485)
| The notes on pages 10 to 19 form part of these financial statements.
- 9 -
UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Univers U.K. Ltd is a private company, limited by shares and incorporated and registered in England and Wales. The registered number of the Company is 13007894. The address of the registered office of the Company is 30 Old Bailey, London, EC4M 7AU, United Kingdom. The principal activity of the Company is the provision of software and data technology services. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 have been presented in Pounds Sterling as this is the currency of the primary economic environment in which the Company operates, and are rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | Going concern
The director has assessed whether the going concern basis of preparation continues to be appropriate, based on whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. This assessment has been required in the light of the significant uncertainty around the short to medium term impact of the economic impact of global events. Accordingly, the director has a reasonable expectation that the Company will continue in operational existence for a period of at least twelve months from the date of signing this report and thus they adopt the going concern basis of accounting in preparing the financial statements. - 10 -
UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentation 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. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'interest receivable and similar income'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.
| 2.4 | Turnover
Turnover 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. Turnover 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: Rendering of services Turnover 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.
| 2.5 | Interest receivable and similar income
Interest receivable and similar income is recognised in profit or loss using the effective interest method. - 11 -
UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.7 | Share-based payments
Where share-based payment awards are granted to employees, the fair value of the awards at the date of grant is charged to profit or loss over the vesting period. For equity-settled awards, the fair value of the options at the date of grant is recognised over the vesting period, with a corresponding increase in equity. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that the cumulative amount recognised over the vesting period is based on the number of options that ultimately vest. Market vesting conditions are reflected in the fair value of the options granted and are not subsequently adjusted. For cash-settled awards, a liability is recognised and measured at fair value at each reporting date until settlement. The fair value of the liability is charged to profit or loss over the vesting period and is remeasured at each reporting date to reflect changes in fair value and changes in expectations of vesting. The fair value of the awards also takes into account non-vesting conditions. Where the terms and conditions of awards are modified before they vest and the modification increases the fair value of the award, the incremental fair value is recognised in profit or loss over the remaining vesting period. Where share-based payment awards are granted to persons other than employees, the Statement of Comprehensive Income is charged with the fair value of the goods or services received. - 12 -
UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.8 | 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 reporting 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 reporting 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 reporting date.
| 2.9 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The estimated useful lives range as follows:
|  |  |  | Computer software | - | 3 | years
Amortisation is charged to 'administrative expenses' and within the Statement of Comprehensive Income.
| 2.10 | 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. - 13 -
UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | 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.
| 2.12 | Creditors: amounts falling due within one year
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.
| 2.13 | 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 Statement of Financial Position 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 assets 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 assets original effective interest rate. - 14 -
UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Financial instruments (continued)
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. Basic 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 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 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 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. - 15 -
UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Employees
| The average monthly number of employees, including the director, during the year was 12 (2023: 11).
4. | Intangible assets
|  | Computer software
|  | £
| Cost |
| At 1 January 2024 | 172,400
| At 31 December 2024 | 172,400
| Amortisation |
| At 1 January 2024 | 98,532
| Charge for the year | 51,631
| At 31 December 2024 | 150,163
| Net book value |
| At 31 December 2024 | 22,237
| At 31 December 2023 | 73,868
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UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Debtors: amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 127,739 | 82,289
| Contract assets | 221,002 | -
| Amounts owed by group undertakings | 883,441 | 1,532,198
| Amounts owed by related parties | 2,346,933 | 214,347
| Other debtors | 2,067 | -
| Prepayments and accrued income | 1 | 2,228
|  | 3,581,183 | 1,831,062
| Amounts owed by group undertakings are unsecured, interest bearing at 5.25% (2023: 5.25%) per annum and payable on demand. Amounts owed by related parties are unsecured, interest free and payable on demand. This balance includes contract assets owed by related parties amounting to £1,597,352 (2023: £209,939).
6. | Creditors: amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 12,529 | 64,297
| Amounts owed to group undertakings | 4,462,332 | 2,868,094
| Amounts owed to related parties | 1,496,494 | 1,660,086
| Other taxation and social security | 54,527 | 64,102
| Other creditors | 105,800 | 28,001
| Accruals and deferred income | 591,368 | 676,282
|  | 6,723,050 | 5,360,862
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. Amounts owed to related parties are unsecured, interest free and repayable on demand.
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UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Called up share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,957,586 (2023: 1,957,586) Ordinary shares of £1 each | 1,957,586 | 1,957,586
| The Company has one class of ordinary shares; each share has attached to it full voting, dividend and capital distribution rights.
8. | Reserves
Share option reserve This reserve represents the accumulated fair value of share options and warrants granted by the Company. Profit and loss account This reserve represents the cumulative profits and losses of the Company. Dividends are paid from this reserve.
9. | Share-based payments
| The Company operates an equity-settled employee share option plan, under which options have been granted to individuals for a price not less than 100% of the average per share fair market value on the date of grant. Stock based compensation awards granted under the groups stock incentive plans are generally subject to a vesting period from the date of grant ranging from 4 to 5 years. At 31 December 2024 there were 99,176 (2023: 88,415) options in place. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the Company before the options vest. The options outstanding at the end of the year of the Company have a weighted average remaining contractual life of 7.79 years (2023: 8.67 years). During the year, the Company entered into a cash-settled share-based payment arrangement in respect of vested awards as part of an employee severance settlement. The obligation is measured at fair value and recognised as a liability within other creditors. The Company recognised an expense of £243,209 (2023: £231,846) in relation to share-based payments during the year, comprising £196,689 in respect of equity-settled arrangements and £46,520 relating to cash-settled share-based payments. At 31 December 2024, the carrying amount of the cash-settled share-based payment liability was £46,520.
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UNIVERS U.K. LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Pension commitments
The Company operates a defined contribution scheme for its employees. The assets of the scheme are held separately from those of the Company in an independently administered fund. The amount outstanding at the year end was £nil (2023: £20,791) in the ordinary course of payment timings.
11. | Related party transactions
| The Company is exempt from disclosing related party transactions undertaken with other wholly owned members of the group that have been concluded under normal market conditions. As at 31 December 2024 £221,002 (2023: £209,939) was owed by Envision Energy International U.K. Limited to the Company and was included in debtors under contract assets. As at 31 December 2024 £4,408 (2023: £4,408) was owed by Envision Energy U.K. COE Limited to the Company and was included in debtors under amounts owed by related parties As at 31 December 2024 £1,496,494 (2023: £1,629,606) was due by the Company to Envision Energy U.K. COE Limited and was included in creditors under amounts owed to related parties. As at 31 December 2024 £106,768 (2023: £30,480) was due by the Company to Envision Energy GmbH and was included in creditors under amounts owed to related parties.
12. | Post balance sheet events
After the reporting date, the end-customer contract for the QAir project was cancelled post year-end. The Company acted as a subcontractor to its related party, which was the main contractor on the project, and had satisfied its contractual performance obligations as at 31 December 2024. At that date, the Company recognised a contract asset of £244,198 and an amount of £134,731 had been invoiced to the related party. As the contract cancellation occurred after 31 December 2024, it represents a non-adjusting event.
13. | Controlling party
Univers B.V. (previously Envision Digital (Netherlands) B.V.) is the parent undertaking of the smallest and largest group which consolidates the financial information of the Company. Copies of the group’s financial statements may be obtained from Hofplein 20 3032AC, Rotterdam, Netherlands. The ultimate controlling party is Lei Zhang by virtue of his control of Univers Holding Ltd (previously Envision Digital Holding Limited).
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