Integrity Research and Consultancy Ltd - Filleted accounts

Integrity Research and Consultancy Ltd - Filleted accounts

INTEGRITY GLOBAL LTD - Company Information

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Registered number
07321996
Integrity Research and Consultancy Ltd
Filleted Accounts
31 December 2018
Integrity Research and Consultancy Ltd
Registered number: 07321996
Balance Sheet
as at 31 December 2018
Notes 2018 2017
£ £
Fixed assets
Tangible assets 3 38,611 49,401
Investments 4 38,524 38,524
77,135 87,925
Current assets
Debtors 5 1,699,366 1,549,747
Cash at bank and in hand 121,415 336,923
1,820,781 1,886,670
Creditors: amounts falling due within one year 6 (1,264,044) (996,500)
Net current assets 556,737 890,170
Total assets less current liabilities 633,872 978,095
Creditors: amounts falling due after more than one year 7 (2,301,569) (1,789,422)
Net liabilities (1,667,697) (811,327)
Capital and reserves
Called up share capital 200 200
Share premium 124,255 124,255
Profit and loss account (1,792,152) (935,782)
Shareholders' funds (1,667,697) (811,327)
The directors are satisfied that the company is entitled to exemption from the requirement to obtain an audit under section 477 of the Companies Act 2006.
The members have not required the company to obtain an audit in accordance with section 476 of the Act.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.
David Ellis
Director
Approved by the board on 27 September 2019
Integrity Research and Consultancy Ltd
Notes to the Accounts
for the year ended 31 December 2018
1 Accounting policies
Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
Group accounts not prepared
The company is part of a small group, whose subsidiaries are deemed immaterial. The company has taken advantage of the exemption provided by Section 405 (2) of the Companies Act 2006 and has not prepared group accounts.
Tangible fixed assets
Tangible fixed assets costing over £500 (including any incidental expenses of acquisition) are capitalised and are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on these tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:
Fixtures, fittings, tools and equipment straight line over 2 years
Motor vehicles straight line over 3 years
Investments
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.
Debtors
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
Creditors
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
Taxation
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.
Provisions
Provisions (i.e. liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.
Foreign currency translation
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.
Leased assets
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term.
Pensions
Contributions to defined contribution plans are expensed in the period to which they relate.
Going concern
These accounts have been prepared on the going concern basis, on the understanding that the directors and shareholders will continue to financially support the company.

2018 was the second year of the company’s Phase Two: Five year Strategy which commenced at the start of 2017. The strategy includes both financial and non-financial performance indicators. The directors are satisfied that the company continues to perform in line with the commercial, technical and performance indicators detailed in the strategy.
Share based payments
The exemption in FRS 102 section 35.10(b) has been taken enabling equity share based payments granted before the date of transition to FRS 102 to continue to be accounted for under their previous accounting policy. The share options were granted under the FRSSE and have therefore not been recognised in the financial statements although disclosure of the share options has been made.
2 Employees 2018 2017
Number Number
Average number of persons employed by the company 38 35
3 Tangible fixed assets as Restated
Plant and machinery etc Motor vehicles Total
£ £ £
Cost
At 1 January 2018 83,196 10,402 93,598
Additions 32,486 - 32,486
Disposals (2,845) - (2,845)
At 31 December 2018 112,837 10,402 123,239
Depreciation
At 1 January 2018 33,795 10,402 44,197
Charge for the year 40,431 - 40,431
At 31 December 2018 74,226 10,402 84,628
Net book value
At 31 December 2018 38,611 - 38,611
At 31 December 2017 49,401 - 49,401
4 Investments in subsidiaries, joint ventures and associates
Investments in
subsidiary
undertakings
£
Cost
At 1 January 2018 38,524
At 31 December 2018 38,524
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking Country of Incorporation Holding Proportion of voting rights and shares held
2018 2017

Subsidiary undertakings
Integrity S.A.L Lebanon Ordinary shares 97% 97%
Integrity Uadalifu Limited Kenya Ordinary shares 99% 99%
Integrity Arastirma ve Danismanlik Anonim Serketi Turkey Ordinary shares 100% 100%
Integrity Global Inc US Ordinary shares 100% N/A
5 Debtors 2018 2017
£ £
Trade debtors 676,389 661,706
Amounts owed by group undertakings and undertakings in which the company has a participating interest 120,631 16,168
Advances 63,225 73,276
Accrued income 666,749 664,354
Other debtors 172,372 134,243
1,699,366 1,549,747
6 Creditors: amounts falling due within one year 2018 2017
£ £
Bank loans and overdrafts 200,252 387,675
Trade creditors 631,462 334,300
Amounts owed to group undertakings and undertakings in which the company has a participating interest 92,394 13,820
Other taxes and social security costs 251,542 157,639
Other creditors 88,394 103,066
1,264,044 996,500
7 Creditors: amounts falling due after one year 2018 2017
£ £
Bank loans 2,301,569 1,789,422
8 Pension commitments
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £120,460 (2017 - £70,814).
9 Other financial commitments 2018 2017
£ £
Total future minimum payments under non-cancellable operating leases
Not later than one year 122,279 185,618
After one year but not more than five years 734,305 140,565
After five years - -
Total 856,584 326,183
10 Employee share options
Number of share options Weighted average exercise
price
2018 2017 2018 2017
Number Number £ £
Outstanding at 1 Jan 2018 4,500 4,040 117 79
Granted - 1,500 - 160
Expired (500) (1,040) 160 30
Outstanding at 31 December 2018 4,000 4,500 112 117
Exercisable at 31 December 2018 4,000 4,000 - -
The options outstanding at 31 December 2018 had an exercise price ranging from £30 to £160, and a remaining contractual life ranging between November 2019 and November 2023.
The options exist at 31 December 2018 across the following share options scheme:
Grant Date Number of Exercise Price Fair Value Vesting Period
shares per share (£) of scheme (£)
05/11/2013 2,496 30 Relapsed
10/03/2014 2,996 30 - 100% on Grant
05/05/2015 2,164 30 - N/A
15/12/2015 4,164 109 - 100% on Grant
15/12/2015 4,664 109 - see Note 1
12/09/2016 4,040 30 - N/A
31/05/2017 5,040 160 - see Note 2
31/05/2017 5,540 160 - Relapsed
28/09/2017 4,500 30 - N/A
31/12/2018 4,000 160 - N/A
Note 1 : 25% on 5/11/2016, 25%on 5/11/2018, 25% on 5/11/2020 and 25% on 5/11/2022
Note 2 : 25% on 5/11/2017, 25% on 05/11/2019, 25% on 05/11/2021 and 25% on 05/11/2023
The fair value of the schemes are being expensed over the vesting period. All share options will expire on the 5/11/2023.
The share options granted on the 5/11/2013 expired due to cessation of employment. The share options granted on the 10/03/2014, 15/12/2015 and 31/05/2017 will expire at the earlier of cesssation of employment or on 5/11/2023.
The shares granted on 05/11/2013 , 10/03/2014 and 15/12/2015 were granted under the FRSSE and therefore have not being recognised in the financial statements. The shares issued on the 31/05/2017 were granted under FRS102 . There is no likelihood that the shares are going vest and therefore they have not been expensed in the accounts.
Fair value of the options granted
The weighted average of the fair value of the shares granted on 31st May 2017 was £160 per share. The fair value of the options was measured based on the strike price the turnover and volatility of the stock price. The expected volatility was based on an assessment of the company's historical volatility, adjusted where possible for anticipated changes in the market.
During the year the company recognised an equity share based payment expense cost
totalling £ nil (2017 : £ nil).
11 Related party transactions
Integrity Research and Consultancy paid £ 8,108 (2017: £ 9,691) to Integrity S.A.L. for project expenses.
Integrity Uadalifu Limited - recharged expenses to Integrity Research and Development of £ 387,342 (2017: £262,564).
Integrity Arastirma VE Danismanlik Anonim Serketi Limited recharged expenses to Integrity Research and Development of £ 147,475 (2017: £ 106,933) to cover project related expenses.
Integrity Research and Consultancy provided a loan of £7,874 to Integrity Global Inc.
Key management personnel
The directors are considered key management personnel. During the year the company paid the directors remuneration (including benefits in kind) of £ 483,021 (2017: £ 407,662). Company contributions paid towards money purchase pension schemes totalled £ 32,196 (2017: £ 29,517) and is accruing for 5 directors (2017: 4 directors).
12 Other information
Integrity Research and Consultancy Ltd is a private company limited by shares and incorporated in England. Its registered office is:
Somerset House
The Strand
London
WC2R 1LA
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