ShopperTrak_Limited - Accounts


Registered Number 02179805
ShopperTrak Limited
Annual report and financial statements
for the year ended 30 September 2022
ShopperTrak Limited
Annual report and financial statements for the year ended
30 September 2022
Contents
Page
Strategic report
1
Directors' report
4
Independent auditor's report to the members of ShopperTrak Limited
7
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13
ShopperTrak Limited
Strategic report
The directors present their Strategic report on the company, for the year ended 30 September 2022.
Principal activities of business
The company is a leading provider of pedestrian counting systems and supplies management information and analysis to clients based on the data recorded by those systems. The company serves mainly retailers, malls and entertainment venues.
Business review
The results for the year are given in the Statement of comprehensive income on page 10. Turnover decreased by £1.5 million to £8.7 million in 2022 (2021: £10.2 million). The reduction in revenue is primarily attributable to a decrease in hardware sales from fellow group undertakings.  Due to the UK exit from the EU fellow group undertakings are now purchasing this hardware from our fellow ShopperTrak company in Germany. Furthermore, a number of contracts were terminated by customers which generated recurring revenue. Although a number of these contracts have been replaced by  contracts with new customers, the net movement has a resulted in a reduction in turnover year on year.  The operating profit has therefore been impacted as a result of this and we have seen a reduction by £2.7 million to an operating loss of £0.6 million (2021: £2.2 million profit). The most significant contributing factors that have led to the decrease in operating profit are the reduction in trading activity noted above and an impairment of fixed assets investments of £2.3 million.
In September 2022 the company purchased additional shares in its subsidiary ShopperTrak France SARL for £2.1million. This was undertaken in order to provide liquidity for the working capital requirements of the subsidiary.  As part of the year end impairment assessments carried out as at 30 September 2022 the directors concluded that the carrying value of the investment in this subsidiary was not supportable. As a result an impairment was recognised of £2.3 million.
The Statement of financial position shows that the net assets of the company decreased by £0.6 million in the year. At the year end, net assets were £4.3 million (2021: £4.9 million).
ShopperTrak Limited operates as part of Johnson Controls International plc's (JCI) Building Technologies & Solutions division in Europe, Middle East and Africa division, and benefits from research and development conducted primarily in other JCI companies.
Future developments
The directors are not aware, at the date of this report, of any likely major changes in the company's activities in the next year.
Business environment and strategy
The market continues to be highly competitive in all areas of operation of the company. The company will continue to focus on key account management of its customers, enabling it to retain contracts and secure additional project work. The company will also continue to use its knowledge, products, expertise and solutions to expand its installation base. Customer service is key to the success of the business and the company has continued invested significantly in this area with the goal of ensuring the highest level of service possible.
1
ShopperTrak Limited
Strategic report (cont'd)
Key performance indicators
The company's key performance indicators during the year were:
2022
2021
£'000
£'000
Turnover
8,650
10,166
Gross profit percentage
73%
72%
Operating profit
(558)
2,213
Total equity
4,332
4,937
Principal risks and uncertainties
Any of the following could materially and adversely impact the results of operations of our business, delays or difficulties in new product development; the introduction of similar or superior technologies; financial instability or market declines of our major customers or component suppliers; a significant decline in the construction of new commercial buildings requiring interior control systems; changes in energy costs  or governmental regulations that would decrease the incentive for customers to update or improve their interior control systems and increased energy efficiency legislation requirements. All of these are mitigated through regular review by the directors.
The company requires risk management and operational policies and procedures to be implemented in all areas of the business. Furthermore, there is a robust supervision structure which allows management to account for the delivery of the company's contracts and to oversee relationships with its key stakeholders.
The directors consider cybersecurity threats and incidents range from individual attempts to gain unauthorised access to IT systems to advanced persistent threats, directed at the company, our products, customers and/or third party service providers. The potential consequences of a material cybersecurity incident include financial loss, reputational damage, litigation with third parties, theft of intellectual property, fines levied by the authority, diminution in the value of investment in research and development and increased protection and remediation costs. This could adversely affect competitiveness and results of operations of the business.
The company deploys measures to deter, prevent, detect, respond to and mitigate these threats, including identity and access controls, data protection, product software designs, continuous monitoring of IT networks and systems and maintenance of backup and protective systems.   Subsequent to the year ended 30 September 2022, the company was informed by the parent entity, Johnson Controls International plc (“JCI”), that disruptions were experienced in portions of its internal information technology infrastructure and applications resulting from a cybersecurity incident. For further information on this matter please see note 22.
The business is directly impacted by the effects of climate change. The directors recognise that timely adoption of comprehensive energy and climate legislation will reduce economic and regulatory uncertainty and allow the company to better manage both risks and opportunities related to climate change. These uncertainties include emission reduction requirements, energy price volatility, energy-intensive materials pricing, and the impact of building efficiency codes, standards and incentives.
2
ShopperTrak Limited
Strategic report (cont'd)
Principal risks and uncertainties (cont'd)
The highest priority action put in place by the group as a whole is to improve energy efficiency in buildings and vehicles which represent the fastest, cleanest and most cost-effective way to reduce greenhouse gas emissions. Our products and services involve promoting energy efficiency and fire and security in buildings; and helping our customers find ways to improve their energy consumption. This encourages consumer behaviour changes to better appreciate the benefits of such products and services. In addition the company continues to support a variety of market-based approaches to regulating carbon emission.
In the normal course of business, the company is subject to various legal proceedings and claims, including product and general liability matters, environmental matters, patent infringement claims, employment disputes, disputes on agreements and other commercial disputes.
In an attempt to reduce this risk, company has insurance arrangements with its ultimate parent entity in order to limit the liability payable by the company.
The directors do not foresee any substantial impact on business operations from the ongoing conflict between Russia and Ukraine. However, they will continue to monitor the situation and take appropriate action if required.
The company requires risk management and operational policies and procedures to be implemented in all areas of business.
On behalf of the board
N Wooding
Director
Date: 29 November 2023
3
ShopperTrak Limited
Directors' report
The directors present their report and the audited financial statements of the company for the year ended 30 September 2022.
Future developments
The future developments of the company are noted in the Strategic report.
Post balance sheet events
Subsequent to the year ended 30 September 22, the company was informed by the parent entity, Johnson Controls International plc (“JCI”), that disruptions were experienced in portions of its internal information technology infrastructure and applications resulting from a cybersecurity incident. Promptly after detecting the issue, JCI began an investigation with assistance from leading external cybersecurity experts and is also coordinating with its insurers. JCI continues to assess what information was impacted and is executing its incident management and protection plan, including implementing remediation measures to mitigate the impact of the incident, and will continue taking additional steps as appropriate. To date, many of JCI's application are largely unaffected and remain operational. To the extent possible, and in line with its business continuity plans, JCI implemented workarounds for certain operations to mitigate disruption and continue servicing its customers. However, the incident has caused, and is expected to continue to cause, disruption to parts of JCI's business operations.
Dividends
The directors do not recommend payment of a dividend (2021: nil).
Going concern
The directors have received confirmation that the appropriate entity within the Johnson Controls group intends to support the company for at least one year after the financial statements are signed. The directors are therefore of the opinion that preparing the financial statements on the going concern basis is appropriate.
Financial risk management objectives and policies
The company's activities expose it to a number of financial risks including credit risk, exchange rate risk, liquidity,  interest rate risk and price risk . The company does not use derivative financial instruments.
Credit risk
The company's principal financial assets are bank balances and cash, trade and other debtors. The company's credit risk is primarily attributable to its trade debtors. The amounts presented in the Statement of financial position are net of allowances for doubtful debts. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.
The company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
The company's policy is to use financial institutions authorised by Johnson Controls International plc who actively manage the global banking facilities. All cash held on deposit is pooled at a European level to mitigate risk.
Exchange rate risk
Potential exposure to currency exchange rate fluctuations is managed internally within the Johnson Controls International Group PLC treasury function. The Group enter into forward exchange contracts on behalf of the company to the value of its future multi-currency cash flows. Consequently, exchange rate risk is not significant.
4
ShopperTrak Limited
Directors' report (cont'd)
Financial risk management objectives and policies (cont'd)
Liquidity and interest rate risk
Cash balances held with external institutions form part of the Johnson Controls International plc group global cash pool arrangement which minimizes any interest rate exposure. If funding is required, then this is achieved by either an internal loan from a Johnson Controls International plc group company or through cash pooling arrangements. As a result, interest rate risk is largely managed as there is no external funding requirement at year end. All Group risk is closely managed by the corporate risk management team, which is controlled by the ultimate parent company Johnson Controls International plc.
Price risk
The directors recognise the price risk associated with the fire market and in particular product costs that are effected by changing foreign exchange rates and global commodity prices. The business will look to change selling prices to reflect market conditions where possible.
Environmental, health and safety matters
Johnson Controls International plc is a global market leader and therefore has adopted a uniform approach to managing Environmental, Health and Safety (“EHS”) matters by following the principles and guidance contained in both international standards ISO 14001 and OHSAS 18001. All parts of the corporation are expected to demonstrate that the requirements of these two key standards are covered in their country based EHS management system.
The organisation has clear management and functional lines with detailed responsibilities at all levels, which ensure hazards and risks are properly identified and controlled through effective management processes and performance related objectives and targets.
Directors
The following directors served during the year and up to the date of signing this report, unless otherwise stated
N Wooding (appointed 14 August 2023)
M Ayre (resigned 18 August 2023)
N Pompa
Directors' indemnities
As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The group also purchased and maintained throughout the financial year Directors' and Officers' liability insurance in respect of itself and its directors.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard Applicable in the UK and Republic of Ireland” and applicable law).
5
ShopperTrak Limited
Directors' report (cont'd)
Statement of directors' responsibilities (cont'd)
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that year. In preparing these financial statements, the directors are required to:
  • *
select suitable accounting policies and then apply them consistently;
  • *
state whether applicable United Kingdom Accounting Standards, comprising FRS102 have been followed, subject to any material departures disclosed and explained in the financial statements;
  • *
make judgements and accounting estimates that are reasonable and prudent; and
  • *
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.
Directors' confirmations
In the case of each director in office at the date the Directors' report is approved:
  • *
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
  • *
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Independent auditors
The auditors, PricewaterhouseCoopers, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the next Directors' Board Meeting.
On behalf of the Board
N Wooding
Director
Date: 29 November 2023
6
Independent auditors' report to the members of ShopperTrak Limited
Report on the audit of the financial statements
Opinion
In our opinion, ShopperTrak Limited's financial statements:
give a true and fair view of the state of the company's affairs as at 30 September 2022 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual report and financial statements (“Annual Report”), which comprise:
the statement of financial position as at 30 September 2022;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended; and
the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
7
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 30 September 2022 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
8
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to taxation legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management override of controls with journal entries and management bias in accounting estimates.
Audit procedures performed included:
  • *
consideration of fraud risk as part of our audit planning process;
  • *
identification of potential risk factors through consideration of the company's business strategies and risks.  This includes meetings with management as well as the those charged with governance regarding their perspectives on fraud and compliance with applicable laws and regulations;
  • *
consideration of the overall control environment and the processes and controls in place in the company, including procedures to achieve compliance with relevant laws and regulations;
  • *
maintaining professional scepticism throughout the audit;
  • *
implementing specific procedures to address risks associated with the management override of controls, including close examination of journal entries and other adjustments, accounting estimates, identifying indicators of possible management bias and significant unusual transactions; and
  • *
incorporating unpredictability into our audit process;
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of this report
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
  • *
we have not obtained all the information and explanations we require for our audit; or
  • *
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
  • *
certain disclosures of directors' remuneration specified by law are not made; or
  • *
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Barry O'Halloran (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Auditors
Cork
29 November 2023
9
ShopperTrak Limited
Statement of comprehensive income for the year ended 30 September 2022
2022
2021
Note
£'000
£'000
Turnover
5
8,650
10,166
Cost of sales
(2,301)
(2,891)
Gross profit
6,349
7,275
Administrative expenses
(4,861)
(5,350)
Other operating income
6
213
288
Impairments of fixed asset investments
10
(2,259)
-
Operating (loss) / profit
7
(558)
2,213
Net interest income/(expense)
9
20
(2)
(Loss) / profit before taxation
(538)
2,211
Tax (charge) / credit on (loss) / profit
11
(67)
75
(Loss) / profit for the financial year
(605)
2,286
Total comprehensive (expense) / income for the year
(605)
2,286
All amounts relate to continuing operations.
10
ShopperTrak Limited
Statement of financial position as at 30 September 2022
2022
2021
Note
£'000
£'000
Fixed assets
Intangible assets
12
7
12
Tangible assets
13
49
88
Investments
14
852
1,050
908
1,150
Current assets
Inventories
15
530
600
Debtors - amount falling due within one year
16
15,097
35,442
Cash at bank and in hand
337
31
15,964
36,073
Creditors - amounts falling due within one year
17
(12,540)
(32,286)
Net current assets
3,424
3,787
Total assets less current liabilities
4,332
4,937
Net assets
4,332
4,937
Capital and reserves
Called up share capital
20
112
112
Merger reserve
(8,595)
(8,595)
Retained earnings
12,815
13,420
Total equity
4,332
4,937
The notes on pages 13 to 31 are an integral part of these financial statements.
The financial statements on pages 10 to 31 were approved by the Board of directors on
29 November 2023
29 November 2023
and were signed on its behalf by:
N Wooding
Director
ShopperTrak Limited
Registered Number 02179805
11
ShopperTrak Limited
Statement of changes in equity for the year ended 30 September 2022
Called up share capital
Merger reserve
Retained earnings
Total equity
£'000
£'000
£'000
£'000
Balance as at 1 October 2020
112
(8,595)
11,134
2,651
Profit for the financial year and total comprehensive income
2,286
2,286
Balance as at 30 September 2021
112
(8,595)
13,420
4,937
Loss for the financial year and total  comprehensive expense
      (605)
(605)
Balance as at 30 September 2022
112
(8,595)
12,815
4,332
Retained earnings represents accumulated comprehensive income / (expense) for the current financial year and prior financial years.
12
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022
1    General information
ShopperTrak Limited is a private company limited by shares, domiciled and incorporated in the United Kingdom under the Companies Act 2006. The address of its registered office is Security House, The Summit, Hanworth Road, Sunbury On Thames, Middlesex, United Kingdom, TW16 5DB.
The company provides pedestrian counting systems and supplies management information and analysis to clients based on the data recorded by those systems.
2    Statement of compliance
These financial statements have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (FRS 102) and in accordance with the Companies Act 2006.
3    Summary of significant accounting policies
The principal accounting policies, which have been applied in the preparation of these financial statements are set out below. These policies have been consistently applied to both years/periods  presented, unless otherwise stated. The company has applied FRS 102 in these financial statements.
Basis of preparation
These financial statements are prepared on the going concern basis, under the historical cost convention.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant in these financial statements are disclosed in note 4.
13
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
3    Summary of significant accounting policies (cont'd)
Reduced disclosures
In accordance with FRS 102, the company has taken advantage of the exemptions from the following disclosure requirements on the basis that the information is provided in the consolidated financial statements of Johnson Controls International plc, which is registered in Cork Ireland.  Johnson Controls International plc prepares consolidated financial statements which are publicly available and can be obtained from the address given in note 23.
Section 4 ‘Statement of Financial Position'
Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows'
Presentation of a Statement of Cash Flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments' & Section 12 ‘Other Financial Instrument Issues'
Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in the statement of comprehensive income;
Section 26 ‘Share-based payments'
Disclosures are included in the consolidated financial statements of the group;
Section 33 ‘Related Party Disclosures'
Paragraphs 33.7 and 33.1A, Disclosure of compensation for key management personnel and related party transactions.
Group financial statements
The company is exempt from the requirement to prepare and deliver consolidated financial statements under the provisions of Section 401 of the Companies Act 2006 as it is a wholly owned subsidiary undertaking of Johnson Controls International plc, which is registered in Cork, Ireland and which itself prepares consolidated financial statements which are publicly available and can be obtained from the address given in note 23.  Accordingly consolidated financial statements have not been prepared and the financial information presented for the current year is for the company as an individual undertaking.
Going concern
The financial statements have been prepared on the going concern basis, notwithstanding net assets of £4.3 million (2021: £4.9 million) which the directors believe to be appropriate for the following reason.  Johnson Controls International plc has provided the company with an undertaking that for at least 12 months from the date of approval of these financial statements, it will continue to make available such funds as are needed by the company to settle obligations as they fall due.
Functional and presentational currency
The company's functional and presentational currency is the pound sterling because the majority of its' economic flows are in pound sterling.
14
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
3    Summary of significant accounting policies (cont'd)
Foreign currencies
Transactions in currencies other than the functional currency (foreign currencies) are initially recorded at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction or, if the asset or liability is measured at fair value, the rate when that fair value was determined.
All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.
Revenue recognition
Turnover represents the amount receivable for goods supplied or services rendered, net of discounts and value added taxes. Turnover comprises the provision of pedestrian counting systems and the supply of management information and analysis from those systems (excluding VAT) performed in the normal course of business. An appropriate estimate of profit attributable to work completed is recognized once the outcome of a client contract can be assessed with reasonable certainty. Amounts received in advance of the delivery of products or performances of services are classified as deferred income.
Taxation
The tax charge represents the sum of the current tax charge and deferred tax charge.
Current tax
Current tax is the amount of income tax payable in respect of the taxable profits for the year or prior years at the standard effective rate of corporation tax in the UK.
Deferred tax
Taxable profits differ from comprehensive income in that, it excludes items of income or expense that are taxable or deductible in other periods. Tax deferred or accelerated as a result of timing differences between the treatment of certain items for taxation and for accounting purposes is provided in full with certain exceptions.  Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured at rates that are expected to apply in the periods which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the date of the statement of financial position.  Deferred tax is measured on an undiscounted basis.
Deferred tax is recognised on income or expenses from subsidiaries, associates, branches and interests in jointly controlled entities, that will be assessed to or allow for tax in a future period except where the company is able to control the reversal of the timing difference and it is probable that the timing difference will not reverse in the foreseeable future.
15
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
3    Summary of significant accounting policies (cont'd)
Intangible assets
Computer software
Costs that are directly associated with the production of identifiable and unique software products that will generate economic benefits beyond one year are recognised as intangible assets. These internally generated software costs are amortised on a straight-line basis over a period of five years. Purchased software is amortised on a straight-line basis over a period of five years.
Other costs associated with developing or maintaining computer software programs are recognised as an expense as incurred
Internally developed software
Intangible assets relate to licenses, software development costs and technology architecture development costs which are stated at historical cost. The development costs consist of internal and external labour costs together with related expenses. The useful economic life of internally developed software is estimated to be 10 years.
As the waves of deployment of the software are completed, the units which are capitalised are depreciated over a basis so as to ensure that they are fully written down at the end of the useful economic life which commenced with the first deployment.
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's net realisable value and its value in use. Reversals of impairment are recognised were there are indicators.
Tangible assets and depreciation
Tangible assets are stated at cost, which is the original purchase price plus incidental expenses, less accumulated depreciation. Depreciation is calculated to write off the cost, less estimated residual value of each asset evenly over its expected useful economic life, as follows:
Asset class
Amortisation method and rate
Fixtures, fittings, tools and equipment
3-5 years
Plant and machinery
3-5 years
The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.
Assets under construction are stated at cost and not depreciated until they are brought into service.
Operating leases
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases.  Payments under operating leases are charged to the Statement of comprehensive income on a straight line basis over the period of the lease.
16
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
3    Summary of significant accounting policies (cont'd)
Inventories and work in progress
Inventories are stated at the lower of cost and net realisable value. Cost is calculated as a weighted average cost. Net realisable value is the price at which stock can be sold in the normal course of business after allowing for the costs of realisation. Provision is made where necessary for slow moving, obsolete or defective stock.
At the end of each reporting period inventories are assessed for impairment. If an item of inventory is impaired, it is reduced to its estimated selling price less costs to complete and sell and an impairment charge is recognised in the Statement of comprehensive income. Where an impairment charge is reversed, up to the original impairment loss, a credit is recognised in the Statement of comprehensive income.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks and bank overdrafts.  Bank overdrafts are shown in creditors due within one year.
Cash held as part of the global cash pooling arrangements is shown in amounts owed by group undertakings.
Bank overdrafts
Bank overdrafts are shown in creditors due within one year and include cash held on deposit with banks and bank overdrafts. Both cash held on deposit and bank overdrafts are with one external bank and so these balances are offset. Where the overdrafts exceed the cash held on deposit the net balance is shown as bank overdrafts. When the deposits exceed the overdrafts, the net balance is shown as cash and cash equivalents in current assets.
Financial instruments
Financial assets
Basic financial assets, including debtors, cash and bank balances and amounts owed by group undertakings are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest rate method and are assessed annually for objective evidence of impairment. Any impairment loss or reversal of an impairment loss is recognised in the Statement of comprehensive income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) despite having retained some significant risks and rewards of ownership, the control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
17
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
3    Summary of significant accounting policies (cont'd)
Financial instruments (Cont'd)
Financial liabilities
Basic financial liabilities, including trade creditors and other payables, bank loans and amounts owed to group undertakings, 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. Such debt instruments are subsequently carried at amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classed as current liabilities if payment is due within one year or less.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting
Financial assets and liabilities are offset, and 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.
Investments
Fixed assets investments are stated at cost plus incidental expenses less provisions for impairment in value. The company reviews the carrying value of investments when there has been an indication of potential impairment annually. If it is determined that the carrying value exceeds the recoverable amount, the excess is written off to the Statement of comprehensive income.
The calculations for determining the carrying value of investments involves the use of estimates including projected future cash flows and other future events.
Income from investments
Income from fixed asset investments is recognised when distributions are declared from the company's investment.
Employee benefits
The company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements, defined contribution pension plans. Short term benefits, including annual bonus, holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.
Annual bonus plan
The company operates an annual bonus plan for employees. An expense is recognised in the Statement of comprehensive income in the financial year for which the bonus is payable, when a reliable estimate of the obligation can be made.
18
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
3    Summary of significant accounting policies (cont'd)
Employee benefits (cont'd)
Defined contribution pension plan
The company operates a defined contribution pension scheme for the benefit of its employees, the assets of which are held separately from those of the company in independently administered funds. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the Statement of financial position.
Interest receivable and similar income
Interest income is recognised in the period to which it relates regardless of when it is received.
Other income
Other income is measured at the fair value of the consideration received or receivable, net of value added taxes. It is recognised when it is probable that the economic benefits associated with the transaction will flow to the company, and the amount of the income can be measured reliably.
Related party transactions
The company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
19
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
4    Critical accounting judgements and estimation uncertainty
Critical accounting estimates and assumptions
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying value of assets and liabilities with the next financial year are addressed below:
Inventory provisioning estimate
At the end of each reporting period inventories are assessed for impairment. If an item of inventory is impaired, it is reduced to its estimated selling price less costs to complete and sell and an impairment charge is recognised in the income statement. Where an impairment charge is reversed, up to the original impairment loss, a credit is recognised in the Statement of comprehensive income.
See note 15 for the net carrying amount of the inventory, the inventory provision totalled £26,505 at the balance sheet date (2021: £104,459).
Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing this impairment of trade debtors, the company considers the ageing profile of debtors, any changes to the credit ratings of customers and historical experience.
See note 16 for net carrying amount of debtors; the debtor provision totalled £456,499 at the balance sheet date (2021: £494,359).
Impairment of investments
As per the accounting policy fixed asset investments are reviewed for indicators of impairment. The value-in-use (VIU) of relevant groups of income generating units (IGUs) for impairment testing purposes is determined using current market values. These calculations involve the use of estimates including projected future cashflows and other future events.
See note 14 for the net carrying amount of investments; there is a total provision for impairment of £2.4 million (2021: £121,207).
20
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
5   Turnover
2022
2021
Turnover by destination
£'000
£'000
United Kingdom
6,040
6,374
Europe
1,557
1,996
Middle East
246
445
Rest of world
807
1,351
8,650
10,166
All turnover relates to the provision of pedestrian counting systems and the supply of management information and analysis from these systems.
2022
2021
Turnover by category
£'000
£'000
Sale of goods
5,621
7,723
Rendering of services
3,029
2,443
8,650
10,166
6    Other operating income
2022
2021
£'000
£'000
Income for management services provided to group undertakings
213
288
Other operating income
213
288
21
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
7   Operating profit
2022
2021
£'000
£'000
Operating profit is stated after charging/(crediting)
Staff costs
wages and salaries
2,703
3,174
social security costs
439
436
other pension costs
172
186
Total staff costs charged to statement of comprehensive income
3,314
3,796
Amortisation of intangible assets (note 12)
13
110
Depreciation of tangible assets (note 13)
60
167
Inventory recognised as an expense
1,498
1,658
Impairment/(reversal of impairment) of trade receivables
77
(21)
Operating lease charges
225
193
Auditors remuneration - for audit services
45
38
Foreign exchange loss/(gain)
41
(375)
8   Directors and employees
2022
2021
Directors' emoluments
£'000
£'000
Aggregate emoluments
292
426
292
426
2022
2021
Highest paid director
£'000
£'000
Aggregate emoluments
292
426
292
426
During the period one (2021: one) director did not receive remuneration through the company as their services as directors of the company were incidental to the other services within the Johnson Controls International plc group of companies. Directors' remuneration costs were borne by other members of the Johnson Controls International plc group of companies. It was not possible to determine an allocation of costs to this company.
22
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
8   Directors and employees (cont'd)
Staff Numbers
The average monthly number of employees, including executive directors, during the year, analysed by category, was as follows:
2022
2021
Sales, office, staff and management
14
17
Administration and support
39
41
Finance
6
2
Operations Customer Support
1
1
Marketing
1
1
61
62
9   Net interest income/(expense)
2022
2021
£'000
£'000
Interest receivable / (payable) on amounts due by / (to) group undertakings
(20)
2
10   Impairment on fixed asset investments
2022
2021
£'000
£'000
Impairment of investment in ShopperTrak France SARL
2,259
0
In September 2022 the company purchased additional shares in its subsidiary ShopperTrak France SARL for £2.1million. This was undertaken in order to provide liquidity for the working capital requirements of the subsidiary.  As part of the year end impairment assessments carried out as at 30 September 2022 the directors concluded that the carrying value of the investment in this subsidiary was not supportable. As a result an impairment was recognised of £2.3 million
23
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
11    Tax charge/(credit) on profit
2022
2021
£'000
£'000
Current Tax
UK Corporation tax at 19% (2021:19%)
Total current tax
Deferred tax
Origination and reversal of timing differences
53
26
Adjustment in respect of prior periods
99
-
Change in tax rate
(85)
(101)
Total deferred tax
67
(75)
Total tax charge / (credit) on (loss) / profit
67
(75)
Reconciliation of tax charge
The tax assessed for the year is higher (2021: lower) than the standard rate of corporation tax in the United Kingdom of 19% (2021:19%). The differences are explained below:
2022
2021
£'000
£'000
(Loss) / profit before taxation
(538)
2,112
(Loss) / profit before taxation multiplied by the standard rate of corporation tax of 19% (2021: 19%)
(102)
420
Group relief received for nil consideration
155
(407)
Adjustment to tax charge in respect of prior periods
99
Impact of change in corporation tax rate on timing differences
(85)
(88)
Total tax charge / (credit) for the year
67
(75)
The rate of UK corporation tax is currently 19%. In its 2021 Spring Budget, the UK government accounted that, from 1 April 2023, the corporation tax rate will increase to 25%. This was substantively enacted for UK GAAP purposes on 10 June 2021.
Temporary differences at the Statement of financial position date have been measured using the enacted deferred tax rate of 25% and reflected in these financial statements.
24
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
12    Intangible assets
Internally developed software
Purchased software
Total
£'000
£'000
£'000
Cost
At 1 October 2021
3,357
157
3,514
Transfer from tangible assets
8
8
At 30 September 2022
3,365
157
3,522
Accumulated amortisation
At 1 October 2021
3,345
157
3,502
Charge for the year
13
13
At 30 September 2022
3,358
157
3,515
Net book value
At 30 September 2022
7
7
At 30 September 2021
12
12
13    Tangible assets
Fixtures, fittings, tools and equipment
Plant and machinery
Total
£'000
£'000
£'000
Cost
At 1 October 2021
2,692
783
3,475
Additions
29
29
Transfer to intangible assets
(8)
   —
(8)
At 30 September 2022
2,684
812
3,496
Accumulated
depreciation
At 1 October 2021
2,665
722
3,387
Charge for the year
15
45
60
At 30 September 2022
2,680
767
3,447
Net book value
At 30 September 2022
4
45
49
At 30 September 2021
27
61
88
25
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
14    Investments
Total
Shares in subsidiary undertakings
£'000
Cost
At 1 October 2021
1,171
Additions
2,061
At 30 September 2022
3,232
Provision for impairment
At 1 October 2021
121
Additions
2,259
At 30 September 2022
2,380
Net book amount
At 30 September 2022
852
At 30 September 2021
1,050
In the directors' opinion, the carrying value of the investments, net of impairment provisions, is supported by the value of the underlying business.
In September 2022 the company purchased additional shares in its subsidiary ShopperTrak France SARL for £2.1million. This was undertaken in order to provide liquidity for the working capital requirements of the subsidiary.  As part of the year end impairment assessments carried out as at 30 September 2022 the directors concluded that the carrying value of the investment in this subsidiary was not supportable. As a result an impairment was recognised of £2.3 million
2022
2021
Analysed as:
£'000
£'000
ShopperTrak France SARL
198
ShopperTrak Central Europe GmbH
852
852
ShopperTrak RCT Equipment Trading LLC
ShopperTrak Tecnologia Brasil LTDA
852
1,050
26
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
14    Investments (cont'd)
The company held the following investments at 30 September 2022:
Company and principal activity
Class
of shares
Proportion of issued share capital held by:
Registered Office
The Company
Other group companies
ShopperTrak France SARL
Ordinary
100%
Les Ellipses Batiment B, 5 Ave du Chemin des Presles, 94410 Saint Maurice, France
ShopperTrak Central Europe GmbH
Ordinary
100%
Kronenstrasse 12, 10117 Berlin, Germany
ShopperTrak RCT Equipment Trading LLC
Ordinary
49%
51%
Office 217, API World Tower, Sheikh Zayed Road, PO Box 211851, Dubai, UAE
ShopperTrak Tecnologia Brasil LTDA
Ordinary
100%
Alameda Santos, 200 – Cj. 509/510 – São Paulo SP – 01418-000, Brazil
15    Inventories
2022
2021
£'000
£'000
Finished goods and goods for resale
530
600
530
600
Inventories are stated net of provision for impairment of £26,505 (2021: £104,459).
27
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
16    Debtors - Amounts falling due within one year
2022
2021
£'000
£'000
Trade debtors
970
2,109
Amounts owed by group undertakings
13,678
32,728
Deferred tax asset (note 18)
354
421
Corporation tax
-
69
Prepayments
95
115
15,097
35,442
Included in amounts owed by group undertakings is £nil (2021: £6,341,275) in relation to amounts transferred to group undertakings under a zero balance pooled bank agreement with Barclays Bank Plc. As at 30 September 2022 the same balance is a creditor and thus included in amounts owed to group undertakings. Please see note 17 for more information. Other amounts owed by group undertakings are unsecured, interest free, and repayable on demand.
Trade debtors are stated after provision for impairment of £456,499 (2021: £494,359).
17    Creditors – amounts falling due within one year
2022
2021
£'000
£'000
Bank overdrafts
-
589
Trade creditors
820
712
Amounts owed to group undertakings
9,670
28,291
Taxation and social security
102
198
Deferred income
761
900
Accruals
1,187
1,586
Deferred tax
-
10
12,540
32,286
The Johnson Controls International plc group has a cash pooling arrangement with Bank Mendes Gans ("BMG") which manages the funding requirement for EMEA group companies. BMG balances are unsecured, repayable on demand and interest rates are set and calculated daily for each currency. Overdraft rates are equal to overnight base rates + 0.98% margin. The bank overdrafts form part of this cash pooling arrangement.
28
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
17    Creditors – amounts falling due within one year (cont'd)
Included in amounts owed to group undertakings is £701,835 (2021: debtor balance as seen in note 16) in relation to amounts transferred to group undertakings under a zero balance pooled bank agreement with Barclays Bank Plc in which interest may arise at +0.83% above bank rate. Each member of the pooled bank group is jointly and severally liable to the bank for overdrawn balances within the pool, the net positive position of which was £1,374,007,952 (2021: £624,358,931) on 30 September 2022.
Other amounts owed to group undertakings are unsecured, interest free and are repayable on demand.
18    Deferred tax
The deferred tax asset recognised consists of:
2022
2021
£'000
£'000
Depreciation charged in excess of capital allowances claimed
354
421
Total deferred tax recognised
354
421
£'000
Asset recognised at 1 October 2021
421
Amount credited to Statement of comprehensive income
(67)
Asset recognised at 30 September 2022
354
19    Operating lease commitments
The company had the following future minimum lease payments under non-cancellable operating leases for each of the following periods:
2022
2021
Payments due
£'000
£'000
Within one year
35
193
Within two to five years
-
35
35
228
Leases for land and buildings are subject to periodic rent review.
29
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
20 Called up share capital
2022
2021
Allotted, called-up and fully paid
£'000
£'000
6,079,035 Ordinary shares of £0.01 each (2021: 6,079,035)
60
60
1,551,099 A Ordinary shares of £0.01 each (2021: 1,551,099)
16
16
3,252,904 New A Ordinary shares of £0.0059 each (2021: 3,252,904)
19
19
1,662,671 B Ordinary shares of £0.01 each (2021: 1,662,671)
17
17
Total share capital
112
112
All shares carry equal dividend and voting rights. On sale, flotation or winding up, A ordinary, new A ordinary and B ordinary shares have preferential payment rights: these shares are equity shares as their distribution rights are not limited to specific amounts.
The merger reserve relates to the acquisition of ShopperTrak RCT Limited's trade and assets by the company in July 2017. The reserve comprises the £7.3 million consideration paid plus £1.3 million of net liabilities acquired.
Retained earnings represent accumulated comprehensive income / (expense)  for the current and prior years.
21
Pension costs
The company participates in a group defined contribution pension scheme. Company contributions of £171,769 (2021: £185,591) were paid into the scheme during the year. £64,075 (2021: £94,655) of contributions were included in creditors at the year-end.
22
Post balance sheet events
Subsequent to the year ended 30 September 22, the company was informed by the parent entity, Johnson Controls International plc (“JCI”), that disruptions were experienced in portions of its internal information technology infrastructure and applications resulting from a cybersecurity incident. Promptly after detecting the issue, JCI began an investigation with assistance from leading external cybersecurity experts and is also coordinating with its insurers. JCI continues to assess what information was impacted and is executing its incident management and protection plan, including implementing remediation measures to mitigate the impact of the incident, and will continue taking additional steps as appropriate. To date, many of JCI's application are largely unaffected and remain operational. To the extend possible, and in line with its business continuity plans, JCI implemented workarounds for certain operations to mitigate disruption and continue servicing its customers. However, the incident has caused, and is expected to continue to cause, disruption to parts of JCI's business operations.
30
ShopperTrak Limited
Notes to the financial statements for the year ended 30 September 2022 (cont'd)
23
Ultimate parent undertaking and controlling party
The company's immediate parent undertaking is Tyco Holdings (U.K.) Limited, a company incorporated in the United Kingdom.
The ultimate parent undertaking and controlling party is Johnson Controls International plc, a company incorporated in Cork, Ireland.  Johnson Controls International plc is the parent undertaking of the smallest and largest group of undertakings to consolidate these financial statements for the year ended 30 September 2022. The consolidated financial statements of Johnson Controls International plc are available from:
Johnson Controls International plc
1 Albert Quay
Cork
Ireland
31
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