ACCOUNTS - Final Accounts

ECOSENSE INTERNATIONAL UK LIMITED - Company Information

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Registered number: 12604317 (England and Wales)

ECOSENSE INTERNATIONAL UK LIMITED

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022


ECOSENSE INTERNATIONAL UK LIMITED

COMPANY INFORMATION

Director	S V Gelsomini


Registered number	12604317


Registered office	New Penderel House
	4th Floor
	283-288 High Holborn
	London
	United Kingdom
	WC1V 7HP


Independent auditors	ZEDRA Corporate Reporting Services (UK) Limited


ECOSENSE INTERNATIONAL UK LIMITED

CONTENTS

	Page
Balance Sheet	1
Statement of Changes in Equity	2
Notes to the Financial Statements	3 - 6


ECOSENSE INTERNATIONAL UK LIMITED REGISTERED NUMBER:12604317

BALANCE SHEET

AS AT 31 DECEMBER 2022

		2022		2021
Note		£		£


Current assets
Debtors: amounts falling due within one year	4	80,715		928,011
Bank and cash balances		14,191		7,945
		94,906		935,956
Creditors: amounts falling due within one year	5	(36,025)		(897,289)
Net current assets			58,881		38,667
Total assets less current liabilities			58,881		38,667

Net assets			58,881		38,667

Capital and reserves
Called up share capital		1	1
Capital contribution reserve	6	8,749	5,118
Profit and loss account		50,131	33,548
		58,881	38,667

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S V Gelsomini

Director

Date: 29 September 2023

The notes on pages 3 to 6 form part of these financial statements.

Page 1


ECOSENSE INTERNATIONAL UK LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

	Called up share capital	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2021	1	-	15,281	15,282
Comprehensive income for the year
Profit for the year	-	-	18,267	18,267
Share based payment expense ( note 6)	-	5,118	-	5,118

At 1 January 2022	1	5,118	33,548	38,667
Comprehensive income for the year
Profit for the year	-	-	16,583	16,583
Shared based payment expense ( note 6)	-	3,631	-	3,631
At 31 December 2022	1	8,749	50,131	58,881

The notes on pages 3 to 6 form part of these financial statements.

Page 2


ECOSENSE INTERNATIONAL UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies

1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

1.2

Going concern

The Company is in a net asset position of £58,881 and is primarily supported by amounts due from group undertakings. Due to the Company's business model being solely a transfer pricing arrangement with the parent company, Korrus, Inc., it is reliant upon continued support of that company in order to remain a going concern.
The Company has received written confirmation from the parent company that it will continue to provide financial support to the Company for a period of at least 12 months from the date of signing these financial statements. Furthermore, the director has assessed the ability of the parent company to provide this support based upon their cash flow forecasts and have concluded that the parent will have sufficient working capital to provide the necessary support. For this reason, the director adopts the going concern basis in preparing the financial statements.

1.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

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ECOSENSE INTERNATIONAL UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies (continued)

1.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover 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. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover is recognised on a cost plus 6% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised 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 intercompany service agreement; and

∙the costs incurred under the intercompany service agreement can be measured reliably.

1.5

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 payment obligations.

The contributions are recognised as an expense in profit or loss 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.

1.6

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

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ECOSENSE INTERNATIONAL UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.Accounting policies (continued)

1.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

1.8

Debtors

Short term debtors are measured at the transaction price. Amounts owed by group undertakings are intercompany loans measured at cost. No interest is charged on the loan, which is repayable on demand.

1.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

1.10

Creditors

Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. No interest is charged on the loan, which is repayable on demand.

2.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.

The audit report was signed on 29 September 2023 by Dominic King ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.

Employees

The average monthly number of employees, including directors, during the year was 5 (2021 - 5).

Page 5


ECOSENSE INTERNATIONAL UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Debtors

					2022	2021
					£	£


Amounts owed by group undertakings	77,810	-
Other debtors	2,208	2,368
Prepayments and accrued income	697	925,643
	80,715	928,011

5.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Trade creditors	825	3,380
Amounts owed to group undertakings	-	839,913
Corporation tax	6,478	6,424
Other taxation and social security	7,600	5,309
Other creditors	2,760	1,051
Accruals	18,362	41,212
	36,025	897,289

6.	Capital contribution reserve

Certain employees of the Company along with other group employees have been granted options over the shares in the parent company. The options are granted at an independently determined fair value and 25% of the options are exercisable one year after the date of grant and then 1/16th quarterly for each of the three years thereafter.
An expense equivalent to the fair value of the share options granted is recognised on a straight line basis over the vesting period with a corresponding amount being recognised in the capital contribution reserve.

7.	Controlling party

Korrus, Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 837 North Spring Street, Suite 103, Los Angeles, CA 90012.

8.	Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

Page 6