Spica Technologies Ltd - Period Ending 2022-12-31

Spica Technologies Ltd

Contents

Company Information	1
Balance Sheet	2
Notes to the Financial Statements	3 to 9

Spica Technologies Ltd

Company Information

Directors

T J Streather O Schagerlund L Ramfelt

Registered office

2.07 Icentrum Innovation Birmingham Campus Holt Street Birmingham B7 4BP

Auditors

M T Manley & Co Limited 696 Yardley Wood Road Birmingham B13 0HY

Spica Technologies Ltd

(Registration number: 09276549)
Balance Sheet as at 31 December 2022

	Note	2022 £	2021 £
Fixed assets
Intangible assets	4	1,131,119	786,145
Tangible assets	5	25,686	35,672
		1,156,805	821,817
Current assets
Stocks		3,525	6,337
Debtors	6	1,079,092	1,369,394
Cash at bank and in hand		852,668	1,172,120
		1,935,285	2,547,851
Creditors: Amounts falling due within one year	7	(2,212,780)	(2,493,732)
Net current (liabilities)/assets		(277,495)	54,119
Total assets less current liabilities		879,310	875,936
Deferred tax liabilities	8	(285,813)	(177,365)
Net assets		593,497	698,571
Capital and reserves
Called up share capital	9	188	182
Share premium reserve		359,948	299,968
Profit and loss account		233,361	398,421
Shareholders' funds		593,497	698,571

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 14 March 2023 and signed on its behalf by:
 

T J Streather
Director

Spica Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2022

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office and principle place of business is:
2.07 Icentrum Innovation Birmingham Campus
Holt Street
Birmingham
B7 4BP

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

Spica Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2022

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred corporation tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred corporation tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, less any estimated residual value over their useful econominc life, as follows:

Asset class	Depreciation method and rate
Plant & machinery	3 years straight line
Fixtures & fittings	3 years straight line
Computer equipment	3 years straight line

Intangible assets

Intangible assets are stated in the balance sheet at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

The cost of intangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Development costs

Development costs are expensed in the period in which they are incurred, unless they meet the criteria of internally generated intangible assets. Development costs which have met the criteria of internally generated intangible assets have been capitalised and are amortised to the profit and loss account. Amortisation starts in the accounting period following their recognition and is applied over their estimated useful life as follows:

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful economic life as follows:

Asset class	Amortisation method and rate
Development costs	3 years straight line
Licences	10 years straight line

Spica Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2022

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable. A grant which imposes specified future performance-related conditions on the recipient is recognised in income only when the performance-related conditions are met. Grants which are received before the revenue recognition criteria are satisfied are recognised as a liability.

Spica Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2022

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Spica Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2022

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 37 (2021 - 31).

4

Intangible assets

	Development costs  £	Licences  £	Total £
Cost
At 1 January 2022	1,980,784	1,063	1,981,847
Additions	716,765	-	716,765
At 31 December 2022	2,697,549	1,063	2,698,612
Amortisation
At 1 January 2022	1,195,171	531	1,195,702
Amortisation charge	371,684	107	371,791
At 31 December 2022	1,566,855	638	1,567,493
Carrying amount
At 31 December 2022	1,130,694	425	1,131,119
At 31 December 2021	785,613	532	786,145

5

Tangible assets

	Plant & machinery £	Fixtures & fittings  £	Computer equipment  £	Total £
Cost
At 1 January 2022	17,908	2,942	67,804	88,654
Additions	707	-	9,164	9,871
Disposals	(6,535)	(472)	(895)	(7,902)
At 31 December 2022	12,080	2,470	76,073	90,623
Depreciation
At 1 January 2022	16,909	2,847	33,226	52,982
Charge for the year	702	-	19,155	19,857
Eliminated on disposal	(6,535)	(472)	(895)	(7,902)
At 31 December 2022	11,076	2,375	51,486	64,937
Carrying amount
At 31 December 2022	1,004	95	24,587	25,686
At 31 December 2021	999	95	34,578	35,672

Spica Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2022

6

Debtors

	2022  £	2021  £
Trade debtors	666,057	1,007,728
Amounts due from related undertakings	115,369	-
Other debtors	35,942	11,379
Prepayments	185,945	292,069
Corporation tax asset	75,779	58,218
	1,079,092	1,369,394

7

Creditors

	2022  £	2021  £
Due within one year
Trade creditors	226,327	611,002
Amount due to group undertaking	100,446	-
Social security and other taxes	-	7,686
Other creditors	99,326	143,891
Accrued expenses and deferred income	1,786,681	1,731,153
	2,212,780	2,493,732

8

Deferred tax

Deferred tax assets and liabilities

2022	Liability £
Fixed asset timing differences	289,069
Tax losses	(2,500)
Short term timing differences	(756)
	285,813

2021	Liability £
Fixed asset timing differences	205,288
Tax losses	(27,923)
	177,365

9

Share capital

Allotted, called up and fully paid shares

	2022		2021
	No.	£	No.	£
Ordinary shares of £0.001 each	188,380	188	181,700	182

New shares allotted
On 10 March 2022 the company issued 6,680 Ordinary £0.001 shares for aggregate consideration of £59,986.
The new shares alloted rank pari passu with the existing shares.

Spica Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2022

10

Financial commitments, guarantees and contingencies

Financial commitment

The total amount of financial commitments not included in the balance sheet is £58,578 (2021 - £95,708), of which £50,053 (2021 - £37,130) is due within one year, £8,525 (2021 - £50,053) is due within one and two years and £nil (2021 - £8,525) is due within two and 5 years.

11

Pension

The company operates a defined contribution scheme for the benefit of its employees of which the assets are held seperately from those of the company. At 31 December 2022 £8,832 (2021 - £5,659) was due to the pension fund.

12

Parent and ultimate parent undertaking

The immediate parent company is Nordomatic Holding UK Ltd (registered in England and Wales 13941869) and the ultimate parent company is Building Automation Nordic Holding AB (registed in Sweden 559261-9729). Consolidated accounts are prepared and publically available at Building Automation Nordic Holding AB.

As part of the acquisition of SPICA Technologies Ltd by Nordomatic Holding UK Ltd on 10 March 2022, ultimate control passed to Building Automation Holding AB.

13

Audit report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 15 March 2023 was Graham Collins, who signed for and on behalf of M T Manley & Co Limited.