I-COMPLY LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2016
Company Registration No. 04316461 (England and Wales)
PAGES FOR FILING WITH REGISTRAR
I-COMPLY LIMITED
COMPANY INFORMATION
Directors
Mr David Corson B.Acc.,CA
(Appointed 6 December 2016)
Mr Alastair McLeod BSc (Hons)
(Appointed 6 December 2016)
Secretary
Mr David Corson B.Acc.,CA
Company number
04316461
Registered office
1st Floor Offices
Dragon Bridge House
253 Whitehall Road
Leeds
West Yorkshire
LS12 6ER
Accountants
William Duncan + Co
30 Miller Road
Ayr
Ayrshire
KA7 2AY
Business address
1st Floor Offices
Dragon Bridge House
253 Whitehall Road
Leeds
West Yorkshire
LS12 6ER
Bankers
HSBC
7 West Nile Street
Glasgow
G1 2RQ
Solicitors
Wright Johnston & Mackenzie
302 St Vincent Street
Glasgow
G2 5RZ
I-COMPLY LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
I-COMPLY LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2016
31 December 2016
- 1 -
December 2016
March 2016
Notes
£
£
£
£
Fixed assets
Tangible assets
4
15,406
22,054
Investments
5
999
1,080
16,405
23,134
Current assets
Stocks
6,763
4,321
Debtors
7
144,392
376,083
Cash at bank and in hand
45,902
41,180
197,057
421,584
Creditors: amounts falling due within one year
8
(180,931)
(507,613)
Net current assets/(liabilities)
16,126
(86,029)
Total assets less current liabilities
32,531
(62,895)
Creditors: amounts falling due after more than one year
9
-
(90,925)
Provisions for liabilities
-
(4,181)
Net assets/(liabilities)
32,531
(158,001)
Capital and reserves
Called up share capital
11
356,900
2,000
Share premium account
-
49,900
Profit and loss reserves
(324,369)
(209,901)
Total equity
32,531
(158,001)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
I-COMPLY LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2016
31 December 2016
- 2 -
For the financial period ended 31 December 2016 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
T he directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.
he directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.
T he members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476 .
he members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476
.
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 by the board of directors and authorised for issue on 28 April 2017 and are signed on its behalf by:
Mr David Corson B.Acc.,CA
Mr Alastair McLeod BSc (Hons)
Director
Director
Company Registration No. 04316461
I-COMPLY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2016
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2015
2,000
49,900
(103,193)
(51,293)
Period ended 31 March 2016:
Loss and total comprehensive income for the period
-
-
(106,708)
(106,708)
Balance at 31 March 2016
2,000
49,900
(209,901)
(158,001)
Period ended 31 December 2016:
Loss and total comprehensive income for the period
-
-
(114,468)
(114,468)
Issue of share capital
11
356,900
-
-
356,900
Redemption of shares
11
(2,000)
-
-
(2,000)
Other
-
(49,900)
-
(49,900)
Balance at 31 December 2016
356,900
-
(324,369)
32,531
I-COMPLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2016
- 4 -
1
Accounting policies
Company information
i-Comply Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
1st Floor Offices, Dragon Bridge House, 253 Whitehall Road, Leeds, West Yorkshire, LS12 6ER.
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 a
mounts
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.
These financial statements for the period ended 31 December 2016
are the
first
financial statements of i-Comply Limited prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The date of transition to FRS 102 was 1 April 2015. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.
The financial statements present information about the company as an individual undertaking and not about its group. The company and its subsidiary undertakings comprise a small-sized group. The company has therefore taken advantage of the exemptions provided by section 399 of the Companies Act 2006 not to prepare group accounts.
1.2
Turnover
Turnover comprises the invoiced value of goods and services supplied and licence income for access to software and hosted hardware, exclusive of Value Added Tax. Licence income is recognised over the contractual period access and help desk support is provided. Revenue on the sale of hardware and third party software, where no significant vendor obligations exist, is recognised on despatch. Revenue on non-standard software or where significant vendor obligations exists is recognised on customer acceptance. Revenue from the sale of software is recognised at the time the software licence is granted, in accordance with agreed contract milestones such as installation at customer location. Revenues for support and maintenance services are recognised proportionately over the period that the services are provided. Payments received in advance of services are recorded in the balance sheet as deferred income. Revenue from professional services (project management, consultancy and training) is recognised as the service provided.
Revenue on the sale of hardware and third party software, where no significant vendor obligations exist, is recognised on despatch. Revenue on non-standard software or where significant vendor obligations exists is recognised on customer acceptance.
Revenue from the sale of software is recognised at the time the software licence is granted, in accordance with agreed contract milestones such as installation at customer location. Revenues for support and maintenance services are recognised proportionately over the period that the services are provided. Payments received in advance of services are recorded in the balance sheet as deferred income.
Revenue from professional services (project management, consultancy and training) is recognised as the service provided.
1.3
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.
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
I-COMPLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2016
1
Accounting policies
(Continued)
- 5 -
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:
Plant and machinery
33% straight line
Fixtures, fittings & equipment
33% reducing balance
Computer equipment
33% straight line
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
.
1.4
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.
1.5
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.
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.
1.6
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.
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.
I-COMPLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2016
1
Accounting policies
(Continued)
- 6 -
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.
1.7
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.
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.
1.8
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.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include
trade debtors and other receivables
and cash and bank balances, are measured at transaction price including transaction costs
. There are no arrangements that constitutes a financing transaction, where the transaction would be measured at amortised cost.
Other financial assets
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 publically traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
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.
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.
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
trade
creditors and other payables are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction
. There are no arrangements that constitute a financing transaction where they would be carried at amortised cost.
I-COMPLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2016
1
Accounting policies
(Continued)
- 7 -
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
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.
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to income 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 lease asset are consumed.
including
any lease incentives received, are charged to income 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 lease asset are consumed.
I-COMPLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2016
- 8 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was 9 (2016 - 10).
3
Intangible fixed assets
Goodwill
£
Cost
At 1 April 2016 and 31 December 2016
8,000
Amortisation and impairment
At 1 April 2016 and 31 December 2016
8,000
Carrying amount
At 31 December 2016
-
At 31 March 2016
-
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2016
117,313
Additions
903
At 31 December 2016
118,216
Depreciation and impairment
At 1 April 2016
95,259
Depreciation charged in the period
7,551
At 31 December 2016
102,810
Carrying amount
At 31 December 2016
15,406
At 31 March 2016
22,054
5
Fixed asset investments
2016
2016
£
£
Investments
999
1,080
I-COMPLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2016
5
Fixed asset investments
(Continued)
- 9 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 April 2016
1,080
Exchange movements
(81)
At 31 December 2016
999
Carrying amount
At 31 December 2016
999
At 31 March 2016
1,080
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2016 are as follows:
Name of undertaking and country of
Nature of business
Class of
% Held
incorporation or residency
shareholding
Direct
Indirect
i-Comply India Private Limited
India
Software development
Ordinary
100.00
7
Debtors
2016
2016
Amounts falling due within one year:
£
£
Trade debtors
126,592
282,311
Corporation tax recoverable
-
76,250
Amounts due from group undertakings
5,034
-
Other debtors
12,766
17,522
144,392
376,083
8
Creditors: amounts falling due within one year
2016
2016
£
£
Trade creditors
11,373
92,232
Other taxation and social security
29,802
106,937
Other creditors
139,756
308,444
180,931
507,613
I-COMPLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2016
- 10 -
9
Creditors: amounts falling due after more than one year
2016
2016
£
£
Other creditors
-
90,925
Amounts included above which fall due after five years are as follows:
Payable by instalments
-
12,698
10
Provisions for liabilities
2016
2016
£
£
Deferred tax liabilities
-
4,181
-
4,181
11
Called up share capital
2016
2016
£
£
Ordinary share capital
Issued and fully paid
356,900 Ordinary A Shares of £1 each
356,900
-
194,000 Ordinary A Shares of 1p each
-
1,940
6,000 Ordinary B Shares of 1p each
-
60
356,900
2,000
Reconciliation of movements during the period:
Ordinary A Shares
Ordinary B Shares
Number
Number
At 1 April 2016
194,000
6,000
Conversion to A Shares
6,000
(6,000)
Issue in year
35,490,000
-
Conversion from £0.01 to £1 per share
(35,333,100)
-
At 31 December 2016
356,900
-
During December the 35,690,000 Ordinary A Shares of £0.01 each was converted into 356,900 Ordinary A Shares of £1 each following the acquisition of i-Comply by Veracity UK Limited.
I-COMPLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2016
- 11 -
12
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2016
2016
£
£
Within one year
16,300
36,600
Between two and five years
-
7,150
16,300
43,750
13
Related party transactions
The following amounts were outstanding at the reporting end date:
2016
Balance
Amounts owed by related parties
£
i-Comply India Private Limited
5,034
There were no amounts owed in the previous period.
14
Parent company
The ultimate parent company of i-Comply Limited is Veracity UK Limited.
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