Company Registration No. 05555919 (England and Wales)
ABATIS (UK) LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
PAGES FOR FILING WITH REGISTRAR
ABATIS (UK) LIMITED
COMPANY INFORMATION
Directors
Mr D K Davies
Mr W Rothwell
Secretary
Mr J E Allen
Company number
05555919
Registered office
Royal Holloway Enterprise Centre
Royal Holloway University of London
Egham
Surrey
TW20 0EX
Accountants
Jacob Cavenagh & Skeet
5 Robin Hood Lane
Sutton
Surrey
SM1 2SW
ABATIS (UK) LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 9
ABATIS (UK) LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2016
30 September 2016
- 1 -
2016
2015
Notes
£
£
£
£
Fixed assets
Intangible assets
3
-
9,577
Tangible assets
4
696
-
696
9,577
Current assets
Debtors
5
34,080
7,324
Cash at bank and in hand
16,271
5,427
50,351
12,751
Creditors: amounts falling due within one year
6
(261,482)
(77,985)
Net current liabilities
(211,131)
(65,234)
Total assets less current liabilities
(210,435)
(55,657)
Capital and reserves
Called up share capital
8
1,237
1,235
Share premium account
12,498
-
Equity reserve
50,000
50,000
Profit and loss reserves
(274,170)
(106,892)
Total equity
(210,435)
(55,657)

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

For the financial year ended 30 September 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 year in question in accordance with section 476 .he members have not required the company to obtain an audit of its financial statements for the year 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.

ABATIS (UK) LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 SEPTEMBER 2016
30 September 2016
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 30 June 2017 and are signed on its behalf by:
Mr D K Davies
Director
Company Registration No. 05555919
ABATIS (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2016
- 3 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 October 2014
1,235
-
-
(45,800)
(44,565)
Effect of transition to FRS 102
-
-
50,000
-
50,000
As restated
1,235
-
50,000
(45,800)
5,435
Year ended 30 September 2015:
Loss and total comprehensive income for the year
-
-
-
(61,092)
(61,092)
Balance at 30 September 2015
1,235
-
50,000
(106,892)
(55,657)
Year ended 30 September 2016:
Loss and total comprehensive income for the year
-
-
-
(167,278)
(167,278)
Issue of share capital
8
2
12,498
-
-
12,500
Balance at 30 September 2016
1,237
12,498
50,000
(274,170)
(210,435)
ABATIS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
- 4 -
1
Accounting policies
Company information

Abatis (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Royal Holloway Enterprise Centre, Royal Holloway University of London, Egham, Surrey, TW20 0EX.

1.1
Accounting convention

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

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

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

These financial statements for the year ended 30 September 2016 are the first financial statements of Abatis (UK) 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 October 2014. An explanation of how transition to FRS 102 has affected the reported financial position and financial performance is given in note 10.

1.2
Going concern

The directors are aware that the recorded losses and net liabilities present material uncertainties which may cause doubt on the company's ability to continue as a going concern. However, the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. Therefore these financial statements are prepared on the going concern basis.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business , and is shown net of VAT and other sales related taxes . The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income., and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date if the fair value can be measured reliably.

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

Software
20% straight line
ABATIS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2016
1
Accounting policies
(Continued)
- 5 -
1.5
Tangible fixed assets

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

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

Computers
30% 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.

1.6
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.

1.7
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.

ABATIS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2016
1
Accounting policies
(Continued)
- 6 -
Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

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
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.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was 0 (2015 - 1).

ABATIS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2016
- 7 -
3
Intangible fixed assets
Other
£
Cost
At 1 October 2015 and 30 September 2016
9,577
Amortisation and impairment
At 1 October 2015
-
Amortisation charged for the year
9,577
At 30 September 2016
9,577
Carrying amount
At 30 September 2016
-
At 30 September 2015
9,577
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 October 2015
3,861
Additions
897
At 30 September 2016
4,758
Depreciation and impairment
At 1 October 2015
3,861
Depreciation charged in the year
201
At 30 September 2016
4,062
Carrying amount
At 30 September 2016
696
At 30 September 2015
-
5
Debtors
2016
2015
Amounts falling due within one year:
£
£
Trade debtors
4,157
6,167
Other debtors
29,923
1,157
34,080
7,324
ABATIS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2016
- 8 -
6
Creditors: amounts falling due within one year
2016
2015
Notes
£
£
Other borrowings
7
100,000
-
Trade creditors
47,103
-
Other taxation and social security
-
169
Other creditors
77,712
59,554
Accruals and deferred income
36,667
18,262
261,482
77,985
7
Loans and overdrafts
2016
2015
£
£
Other loans
100,000
-
Payable within one year
100,000
-

The loans are unsecured and repayable on demand under certain circumstances. Interest is due at 1% per calendar month.

8
Called up share capital
2016
2015
£
£
Ordinary share capital
Issued and fully paid
1,236,562 ordinary shares of 0.1p each
1,237
1,235

A loan of £50,000, shown under equity reserves, will be converted to equity at the same price per share as any first-round cash investors.

Reconciliation of movements during the year:
Number
At 1 October 2015
1,235,000
Issue of fully paid shares
1,562
At 30 September 2016
1,236,562

On 2 September 2016 1,562 shares were issued for cash at £8 per share.

ABATIS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2016
- 9 -
9
Financial commitments, guarantees and contingent liabilities

Abatis (UK) Ltd (AUK) has a reseller agreement with Abatis Security Innovations and Technologies GmbH (ASIT) based in Switzerland. The reseller agreement gives AUK the right to sell Abatis HDF licences and in return pay ASIT a royalty on the invoice value of these licences. At 30 September 2016 these fees amounted to £87,141 (2015: £78,945). AUK has defrayed £105,789 (2015: £66,647) of these fees in development and patent costs, leaving a balance of £18,648 due from ASIT (2015: £12,298 due to ASIT). It has been agreed to defer this amount contingent on AUK having sufficient working capital to satisfy the agreement.

10
Reconciliations on adoption of FRS 102

Reconciliations and descriptions of the effect of the transition to FRS 102 on; (i) equity at the date of transition to FRS 102; (ii) equity at the end of the comparative period; and (iii) profit or loss for the comparative period reported under previous UK GAAP are given below.

Reconciliation of equity
1 October
30 September
2014
2015
Notes
£
£
Equity as reported under previous UK GAAP
(44,565)
(105,657)
Adjustments arising from transition to FRS 102:
Reclassification of loan as equity instrument
1
50,000
50,000
Equity reported under FRS 102
5,435
(55,657)
Reconciliation of loss for the financial period
2015
£
Loss as reported under previous UK GAAP and under FRS 102
(61,092)
Notes to reconciliations on adoption of FRS 102
Equity instrument

A loan received in 2005 that bears no interest and will be converted into equity has been reclassified from long term liabilities to equity under the requirements of FRS 102.

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