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Registered number: 06089258
Icomera UK Limited
Annual Report and Financial Statements
For the Year Ended 31 December 2018
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Icomera UK Limited
Company Information
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Icomera UK Limited
Contents
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Directors' Responsibilities Statement
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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Icomera UK Limited
Strategic Report
For the Year Ended 31 December 2018
Icomera UK sells WiFi solutions consisting of hardware and services into the UK, European and South Asia markets. The company's mission is to enable society and citizens to stay connected when on the move.
The Turnover has grown by 6.2% versus the prior 12 month period and Operating profit amounts to £719,742 versus the prior period £1,095,593. Icomera UK has maintained its dominance in the road segment of the market, with an estimated market share of connected vehicles of 95% of the UK market.
The rail segment has also continued to be very successful and Icomera UK now has around 80% of the connected UK market. We have achieved our target of 10% growth in this region as a result of winning key opportunities throughout the year.
We believe that continued positive customer relationships alongside our superior product and support offering has enabled us to produce another year of good results.
Principal risks and uncertainties
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Icomera UK delivers high technological products within the transport industry. The technological risk, defined as new products available in the market at a lower price than Icomera UK, is assessed to be low due to the market leading position in transferring high volume of mobile data with stability. The company’s technology is patent covered.
The financial risk, defined as liquidity to fund the future business, is assessed as low. The Icomera group is owned by Engie, a French multinational company with a commitment to fund future growth.
The commercial risk, defined as the risk that another company will out compete Icomera UK in the market, is assessed as low. The currently installed road base has several years worth of service contract commitments and the install base on train fleets are costly to replace with competitor systems.
Financial key performance indicators
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Financial key performance indicators are Sales growth. FY 18 shows a growth of 6.2% (2017 – 71%) which is in line with the strategy to defend current market share in road segment (95%) and to gain market share in the rail segment. Continued growth in market share by 10%.
Other key performance indicators
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Other key performance indicators are staff turnover 2018 - 16% (2017-11%) It is important to the company to retain and develop people in regard to experience and a high level of skill to continue to meet customer demand.
This report was approved by the board on 28 November 2019 and signed on its behalf.
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Icomera UK Limited
Directors' Report
For the Year Ended 31 December 2018
The directors present their report and the financial statements for the year ended 31 December 2018.
The directors review of the business is included in the strategic report.
The profit for the year, after taxation, amounted to £534,577 (2017 - £835,016).
The performance of the company is set out in the enclosed financial statements and a review of the results is set out in the strategic report.
The directors do not recommend the payment of a dividend (2017: £nil)
The directors who served during the year and to the date of this report, unless stated otherwise, were:
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Mr M A K De Don (resigned 29 March 2019)
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Mr M K Olbin (appointed 1 April 2019)
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Disclosures in respect of future developments have been included as part of the strategic report.
The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to finance the company's operations.
Due to the nature of the financial instruments used by the company there is no exposure to price risk, with the exception of foreign currency bank accounts. Only a minimal proportion of the company's funds are held in such accounts, and the risks associated with the exposure to exchange rate fluctuations are considered to be insignificant. The company's approach to managing other risks applicable to the financial instruments concerned is as follows.
In respect of bank balances the liquidity risk is managed at a group level by maintaining a balance between the continuity of funding and flexibility through availability of group financing.
Trade debtors managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
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Icomera UK Limited
Directors' Report (continued)
For the Year Ended 31 December 2018
Post balance sheet events
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In June 2019 Icomera UK Limited completed the acquisition of DG8 Holdings Limited and its trading subsidiaries DG8 Design and Engineering Limited for an initial £4,615,000 with a balance contingent on future performance.
The auditors, Constantin, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 28 November 2019 and signed on its behalf.
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Icomera UK Limited
Directors' Responsibilities Statement
For the Year Ended 31 December 2018
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 101 ‘Reduced Disclosure Framework’. 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 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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preperation and dissemination of financial statements and other information included in Directors' reports may differ from legislation in other jurisdictions.
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Icomera UK Limited
Independent Auditors' Report to the Members of
Icomera UK Limited
In our opinion, the financial statements of Icomera UK Limited (the 'company'):
∙give a true and fair view of the state of the Company's affairs as at 31 December 2018 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; including Financial Reporting Standard 101 "Reduced Disclosure Framework" and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
∙the Statement of Comprehensive income;
∙the Balance Sheet;
∙the Statement of Changes in Equity
∙the statement of accounting policies and related notes 1 to 23.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
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 Financial Reporting Council’s (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
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We are required by ISAs (UK) to report in respect of the following matters where:
∙the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
∙the directors' have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
We have nothing to report in respect of these matters.
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in report, we do not express any form of assurance conclusion thereon.
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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the
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Icomera UK Limited
Independent Auditors' Report to the Members of
Icomera UK Limited (continued)
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 respect of these matters.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, 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.
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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Report on other legal and regulatory requirements
Opinion on other matters prescribed by the Companies Act 2006
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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 director' report have been prepared in accordance with applicable legal requirements.
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 any material misstatements in the strategic report or the directors' report.
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Icomera UK Limited
Independent Auditors' Report to the Members of
Icomera UK Limited (continued)
Matters on which we are required to report by exception
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Under the Companies Act 2006 we are required to report in respect of the following matters 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
We have nothing to report in respect of these matters.
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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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Alex Legon FCA (Senior Statutory Auditor)
for and on behalf of Constantin, Chartered Accountants and Statutory Auditor
25 Hosier Lane
London
EC1A 9LQ
28 November 2019
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Icomera UK Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2018
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Interest receivable and similar income
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Profit for the financial year
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There was no other comprehensive income for 2018 (2017:£NIL).
All amounts arise from continuing activities.
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The notes on pages 11 to 28 form part of these financial statements.
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Icomera UK Limited
Registered number: 06089258
Balance Sheet
As at 31 December 2018
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 November 2019.
The notes on pages 11 to 28 form part of these financial statements.
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Icomera UK Limited
Statement of Changes in Equity
For the Year Ended 31 December 2018
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Profit for the year and other comprehensive income
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Profit for the year and other comprehensive income
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The notes on pages 11 to 28 form part of these financial statements.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
Icomera UK Ltd is a limited company incorporated in the United Kingdom and registered in England and Wales.
The address of the registered office is 2nd Floor, Victory House, Quayside, Chatham Maritime, Chatham, Kent, England, ME4 4QU.
The principle activity of the company is the provision of IT consultancy services and the supply of hardware and software for the transport industry.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
Information on the impact of first-time adoption of FRS 101 is given in note 22.
The company's functional and presentational currency is Pounds Sterling.
The company's financial statements are presented to the nearest £.
The preparation of financial statements in compliance with FRS 101 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).
First time application of FRS 101
The following principal accounting policies have been applied:
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
2.Accounting policies (continued)
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Financial reporting standard 101 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
- paragraphs 76 and 79(d) of IAS 40 Investment Property; and
- paragraph 50 of IAS 41 Agriculture
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
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Impact of new international reporting standards, amendments and interpretations
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IFRS 9
There have been no material impacts on the Company's financial statements as a result of adopting IFRS 9 from 1 January 2018.
IFRS 15
From 1 January 2018, the Company has applied IFRS 15 using the cumulative effect method.
There have been no material impacts on the Company's financial statements as a result of adopting IFRS 15 from 1 January 2018.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Pound Sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.
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:
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
Sale of goods
Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
Rendering of services
Revenue from providing services is recognised in the accounting period in which the services are rendered.
For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
2.Accounting policies (continued)
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term.
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.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Intangible assets are 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.
Amortisation is provided on the following bases:
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.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Research & development assets
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. 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.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
All of the Company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at fair value through other comprehensive income. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Company always recognises lifetime expected credit loss for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
2.Accounting policies (continued)
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Financial instruments (continued)
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direction of conditions at the reporting date, including time value of money where appropriate. Lifetime expected credit loss represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
Fair value through profit or loss
Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgements have had the most significant impact on amounts recognised in the financial statements:
Development expenditure
The company has adopted a policy of capitalising development expenditure in line with IAS38. This approach requires the directors’ make a judgement that the project’s technical and economic feasibility is assured. In doing so the directors make assumptions regarding the future cash flows that the project is expected to generate, the discount rates to be applied and the expected period over which the project to expected to generate benefits.
Contract values
The company has entered into a number of contracts in the year. When the outcome of a contract can be estimated reliably, the company has recognised contract revenue and contract costs associated with the contract as revenue and expenses respectively by reference to the stage of completion of the contract activity at the end of the reporting period. Reliable estimation of the outcome requires reliable estimates of the future costs and collectability of billings.
Lease commitments
The company has entered into a range of lease commitments in respect of property, plant and equipment. The classification of these leases as either financial or operating leases requires the directors to consider whether the terms and conditions of each lease are such that the company has acquired the risks and rewards associated with the ownership of the underlying assets.
The whole of the turnover is attributable to the company's principle activity being the provision of IT consultancy services and the supply of hardware and software for the transport industry.
Analysis of turnover by country of destination:
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
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Analysis of revenue by category:
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Assets and liabilities related to contracts with customers:
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The company has recognised the following assets and liabilties related to contracts with customers.
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The contract assets and liabilities relate to the completion costs of projects.
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The operating profit is stated after charging/ (crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible assets
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Exchange differences Loss/(Gain)
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
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Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (2017 - 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £325,119 (2017 - £130,789).
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The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £30,760 (2017 - £28,240).
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Other interest receivable
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Current tax on profits for the year
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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Page 22
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
10.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2017 - higher than) the standard rate of corporation tax in the UK of 19% (2017 - 19.25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2017 - 19.25%)
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Expenses not deductible for tax purposes
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Adjust closing deferred tax to average rate
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Total tax charge for the year
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Factors that may affect future tax charges
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Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2016 (on 6
September 2016). These include reductions to the main rate to reduce the rate to 17% from 1 April 2020.
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and
reflected in these financial statements.
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
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Charge for the year on owned assets
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Finished goods and goods for resale
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Page 25
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
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Prepayments and accrued income
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Trade debtors are stated after provisions for impairment of £15,967 (2017: £38,393)
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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No interest is charged on the amounts owed to group undertakings. This amount is repayable on demand.
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Creditors: Amounts falling due after more than one year
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Accruals and deferred income
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Page 26
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
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Liability at the beginning of the year
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Credited to the profit or loss
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Liability at the end of the year
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Allotted, called up and fully paid
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1,000 (2017 - 1,000) Ordinary shares of £1.00 each
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Profit and loss account
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders.
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £232,114 (2017: £144,242). Contributions totalling £nil (2017: £9,898) were payable to the funds at the balance sheet date and are included in creditors.
Page 27
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Icomera UK Limited
Notes to the Financial Statements
For the Year Ended 31 December 2018
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Commitments under operating leases
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At 31 December 2018 the Company had future minimum lease payments under non-cancellable operating leases as follows:
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Later than 1 year and not later than 5 years
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First time adoption of FRS 101
The policies applied under the entity's previous accounting framework are not materially different to FRS 101 and have not impacted on equity or profit or loss.
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The company is a wholly owned subsidiary of Icomera AB, a company registered in Sweden, whose financial statements can be obtained at Torsgatan 5B, SE 411 04 Goreborg, Sweden.
The ultimate parent undertaking and controlling party is Engie SA a company registered in France, whose office is at 1 place Samuel de Champlain, 92400 Courbevoie, France. Copies of the consolidated accounts of Engie SA which is largest group for which group accounts are prepared and of which Icomera UK Limited is a member, are available from the website www.engie.com.
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