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Unaudited Financial Statements for the Year Ended 31 March 2021 |
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thinkWhere Limited |
REGISTERED NUMBER:
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Unaudited Financial Statements for the Year Ended 31 March 2021 |
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thinkWhere Limited |
thinkWhere Limited (Registered number: SC315349) |
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Contents of the Financial Statements |
for the Year Ended 31 March 2021 |
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Company Information | 1 |
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Balance Sheet | 2 |
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Notes to the Financial Statements | 4 |
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thinkWhere Limited |
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Company Information |
for the Year Ended 31 March 2021 |
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DIRECTORS: |
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SECRETARY: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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ACCOUNTANTS: |
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Chartered Accountants |
145 St Vincent Street |
Glasgow |
G2 5JF |
thinkWhere Limited (Registered number: SC315349) |
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Balance Sheet |
31 March 2021 |
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31.3.21 | 31.3.20 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
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Tangible assets | 5 |
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CURRENT ASSETS |
Stocks |
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Debtors | 6 |
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Cash at bank and in hand |
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CREDITORS |
Amounts falling due within one year | 7 | ( |
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NET CURRENT (LIABILITIES)/ASSETS | ( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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PENSION LIABILITY | 11 | ( |
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NET LIABILITIES | ( |
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CAPITAL AND RESERVES |
Called up share capital | 9 |
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Capital redemption reserve | 10 |
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Retained earnings | 10 | ( |
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SHAREHOLDERS' FUNDS | ( |
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The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
thinkWhere Limited (Registered number: SC315349) |
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Balance Sheet - continued |
31 March 2021 |
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In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered. |
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The financial statements were approved by the Board of Directors and authorised for issue on
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thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements |
for the Year Ended 31 March 2021 |
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1. | STATUTORY INFORMATION |
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thinkWhere Limited is a
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The presentation currency of the financial statements is the Pound Sterling (£). |
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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Going Concern |
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Due to the current economic climate arising from Covid-19 the Directors recognise that there are certain matters that might influence the business that are out with the company's control. The Directors are therefore monitoring the Covid-19 situation and managing its effect on the business on a continuous basis. |
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While the business outlook continues to be demanding, the Directors have confidence in the company's business strategy and associated investment plan and the company will continue to operate as a going concern with real potential to capitalise on the opportunities in a growing industry. |
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The company continues to have support from the bank and shareholders therefore the directors consider it appropriate to prepare the financial statements on a going concern basis. |
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Significant judgements and estimates |
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies. |
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The items in the financial statements where these judgements and estimates have been made include: |
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- Depreciation - accounting estimation applied to useful life of assets. The rates used are deemed to be appropriate for the individual class of assets. |
- Actuarial assumptions in respect of defined benefit pension scheme - the actuarial assumptions of a qualified actuary have been reviewed and are considered reasonable and appropriate. |
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Turnover |
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and that it 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. |
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Rendering of services |
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
- the amount of revenue can be measured reliably; |
- it is probable that the company will receive the consideration due under the contract; |
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
- the costs incurred and the costs to complete the contract can be measured reliably. |
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Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
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Location centre is being amortised evenly over 3 years. |
thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2021 |
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2. | ACCOUNTING POLICIES - continued |
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Tangible fixed assets |
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
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The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. |
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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. |
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Depreciation is provided on the following basis: |
IT Software 3 years |
Equipment, fixtures and fittings 3-5 years |
IT Hardware 3-5 years |
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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. |
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Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within "other operating income" in the Statement of Comprehensive Income. |
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Stocks and work in progress |
Stock and work in progress is valued at the lower of cost and estimated net realisable value. |
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Work in progress includes all direct expenditure and production overheads based on the normal level of activity. |
thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2021 |
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2. | ACCOUNTING POLICIES - continued |
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Financial instruments |
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. |
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Debt instruments (other than those wholly repayable and receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. |
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Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss. |
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For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
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For financial assets measured at cost less impairment, the impairment loss at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is a approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date. |
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Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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. |
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Financial assets are derecognised when the contractual rights to the cash flows from the asset expire, of when the Company has transferred substantially all the risks and rewards of ownership. |
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Financial liabilities are derecognised only once the liability has been extinguished through discharge, cancellation or expiry. |
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thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2021 |
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2. | ACCOUNTING POLICIES - continued |
Current and deferred taxation |
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except that a change attributable to an item of income and expense recognised as other comprehensive income or directly in equity respectively. |
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The current income tax charge is calculated on the basis of tax rates and laws that have been enacted by the Balance Sheet date in the countries where the company operates and generates income. |
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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. |
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Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the difference between the fair values of assets and the future tax deductions available for them and the difference between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
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Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
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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 payments obligations. |
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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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Defined benefit pension plan |
The company also participates in a defined benefit scheme in respect of its employees. The assets of the scheme are held in external funds managed by professional investment managers. |
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The cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the reporting date. Actuarial gains and losses arising from experience adjustments and changes in assumptions are recognised immediately in the Statement of Comprehensive Income. |
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The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets. Any asset resulting from the calculation is limited to the present value of available refunds and reductions in future contributions to the plan. |
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Government grants |
Government grants are recognised in profit or loss on a systematic basis over the periods in which the entity recognises expenses for the related costs for which the grants are intended to compensate. Government grants received are included in miscellaneous income. |
thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2021 |
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2. | ACCOUNTING POLICIES - continued |
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Debtors |
Short term debtors are measured at transaction price, less any impairment. |
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Creditors |
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Short term creditors are measured at transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
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Leasing commitments |
Rental payments on assets leased are charged to the Profit and Loss Account in the year in which they are paid. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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4. | INTANGIBLE FIXED ASSETS |
Computer |
software |
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COST |
At 1 April 2020 |
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Additions |
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At 31 March 2021 |
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AMORTISATION |
At 1 April 2020 |
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Amortisation for year |
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At 31 March 2021 |
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NET BOOK VALUE |
At 31 March 2021 |
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At 31 March 2020 |
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thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2021 |
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5. | TANGIBLE FIXED ASSETS |
Fixtures | IT |
and | software | Computer |
fittings | costs | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 April 2020 |
and 31 March 2021 |
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DEPRECIATION |
At 1 April 2020 |
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Charge for year |
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At 31 March 2021 |
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NET BOOK VALUE |
At 31 March 2021 |
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At 31 March 2020 |
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6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.21 | 31.3.20 |
£ | £ |
Trade debtors |
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Other debtors |
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Deferred tax asset |
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Prepayments |
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7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.21 | 31.3.20 |
£ | £ |
Bank loans and overdrafts |
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Trade creditors |
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Taxation and social security |
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Other creditors |
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The company has a bank overdraft facility which is secured over the company's assets by a bond and floating charge. |
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8. | LEASING AGREEMENTS |
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Minimum lease payments under non-cancellable operating leases fall due as follows: |
31.3.21 | 31.3.20 |
£ | £ |
Within one year |
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Between one and five years |
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thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2021 |
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9. | CALLED UP SHARE CAPITAL |
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Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.3.21 | 31.3.20 |
value: | £ | £ |
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Ordinary A | £1 | 1,000,072 | 1,000,072 |
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Ordinary shares have full rights in the company with respect to voting. |
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10. | RESERVES |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£ | £ | £ |
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At 1 April 2020 | ( |
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(1,352,448 | ) |
Deficit for the year | ( |
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Acturial gains/losses on |
pension scheme | (1,248,000 | ) | - | (1,248,000 | ) |
At 31 March 2021 | ( |
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(2,769,336 | ) |
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11. | EMPLOYEE BENEFIT OBLIGATIONS |
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The company is an admitted body of Falkirk Council Pension Fund. The Superannuation Fund is a defined benefit scheme into which employee' and employer's contributions, and interest and dividends from investments are paid and from which pensions, lump sums and superannuation benefits are paid out. Employees' contributions are tiered and employer's basic contributions are assessed every three years by an actuary and are fixed to ensure the fund remains solvent and in a position to meet its future liabilities. The actuarial method used is known as Projected Unit Credit Method. The last actuarial valuation was at 31 March 2021. |
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The amounts recognised in profit or loss are as follows: |
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Defined benefit |
pension plans |
31.3.21 | 31.3.20 |
£ | £ |
Current service cost |
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Interest cost | 115,000 | 131,000 |
Past service cost |
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Interest income | ( |
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141,000 | 160,000 |
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Actual return on plan assets |
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thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2021 |
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11. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
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Changes in the present value of the defined benefit obligation are as follows: |
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Defined benefit |
pension plans |
31.3.21 | 31.3.20 |
£ | £ |
Opening defined benefit obligation |
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Current service cost |
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Contributions by scheme participants |
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Interest cost |
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Benefits paid | ( |
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Remeasurement of the defined |
benefit obligations | 2,027,000 | (496,000 | ) |
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Changes in the fair value of scheme assets are as follows: |
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Defined benefit |
pension plans |
31.3.21 | 31.3.20 |
£ | £ |
Opening fair value of scheme assets |
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Contributions by employer |
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Contributions by scheme participants |
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Interest income | 102,000 | 116,000 |
Benefits paid | (36,000 | ) | (34,000 | ) |
Remeasurement of the fair |
value scheme of assets | 779,000 | (427,000 | ) |
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The amounts recognised in other comprehensive income are as follows: |
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Defined benefit |
pension plans |
31.3.21 | 31.3.20 |
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Remeasurement of the defined |
benefit obligations | (2,027,000 | ) | 496,000 |
Remeasurement of the fair |
value scheme of assets | 779,000 | (427,000 | ) |
(1,248,000 | ) | 69,000 |
thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2021 |
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11. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
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The major categories of scheme assets as a percentage of total scheme assets are as follows: |
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Defined benefit |
pension plans |
31.3.21 | 31.3.20 |
Equities | 64% | 58% |
Bonds | 28% | 30% |
Property | 5% | 6% |
Cash | 3% | 6% |
100% | 100% |
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The estimated employer contributions for the year to 31 March 2022 are £84,000. |
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Principal actuarial assumptions at the balance sheet date (expressed as weighted averages): |
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31.3.21 | 31.3.20 |
Pension increase rate |
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Salary increase rate |
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Discount rate |
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Mortality |
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Life expectancy is based on the Fund's VitaCurves assuming the current rate of improvements has peaked and will converge to a long term rate if 1.25% p.a. Based on these assumptions, the average future life expectancies at age 65 are summarised below: |
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Males | Females |
Current pensioners | 20.5 years | 23.2 years |
Future pensioners | 21.9 years | 25.2 years |
thinkWhere Limited (Registered number: SC315349) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2021 |
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12. | RELATED PARTIES |
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During the year there were transactions with the founding organisations of thinkWhere Limited who are shareholders in the company. |
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Falkirk Council | Stirling Council |
31.3.21 | 31.3.20 | 31.3.21 | 31.3.20 |
£ | £ | £ | £ |
Invoiced sales | 71,700 | 73,355 | 50,585 | 50,585 |
Expenditure | - | - | 23,840 | 57,762 |
Receivables | - | 85,044 | 60,702 | 60,702 |
Prepaid income | 69,250 | 69,250 | 50,585 | 50,585 |
Payables | - | - | - | 4,768 |
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In September 2013, the company received a repayable capital contribution of £300,000 from Stirling Council towards the fit out costs associated with the new office premises. The balance at 31 March 2021 was £62,622 and this balance was written off when the company was acquired by IDOX plc on 6 August 2021. |
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The company also transacted with the following companies for which two of the directors have an interest: |
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McDougall
Johnstone Ltd |
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Tiger Industries
Ltd |
31.3.21 | 31.3.20 | 31.3.21 | 31.3.20 |
£ | £ | £ | £ |
Expenditure | 57,177 | 55,534 | 13,200 | 12,130 |
Payables | 13,854 | 18,115 | - | 6,600 |
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13. | POST BALANCE SHEET EVENTS |
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On 6 August 2021, the entire share capital of the company was purchased by IDOX plc, a leading supplier of specialist information management software and solutions to the public and asset intensive sectors, registered in England & Wales and listed on the AIM market. |
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14. | CONTROLLING PARTY |
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The ultimate controlling party is IDOX plc. |