2013 - 2014 - ubico · examples of this are working with enforcement teams in st paul’s...

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Ubico Annual Report 2013 - 2014

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Page 1: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

Ubico Annual Report2013 - 2014

Page 2: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West
Page 3: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

Contents

Foreword by the Managing Director 1

Introduction 2

Financial Review 4

Quality 6

Our People 7

Environment 9

Support for Local Communities 10

Reports and Accounts 12

Produced in-house by Ubico and Cotswold District Council Print Services

Page 4: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

Foreword by the Managing Director, Rob Bell

I am pleased to report that Ubico’s second year of trading has proved to be just as successful as our first. We again exceeded our financial targets and continue to deliver high quality services to all our customers. We are on course to achieve efficiency savings in excess of £5 million over 5 years and to achieve our stated aims as set out in our vision (see below) which was developed in consultation with key stakeholders, including employees. Our vision shapes our organisational values, culture and business plans and the Ubico team are committed to growing the business, adopting best practice in all we do and to becoming an excellent organisation.

The company is rapidly gaining a reputation for reliability and flexibility. We bring together the best of the private and public sector, have a ‘can do’ attitude, listen carefully to our customer’s needs and work hard to achieve their desired outcomes. Our maxim is; You Decide – We Provide.

Our success has generated significant interest in the company both locally and nationally. We are developing plans with a number of local authorities who are interested in joining the partnership and are building a brand that is recognised throughout the public sector and the environmental services industry.

We continue to build effective and constructive relationships with the communities we serve. We were particularly proud to have been chosen by the Cheltenham in Bloom Committee to receive their discretionary Jubilee Cup for excellence in maintaining the town’s parks and gardens. We were also pleased to be able to assist in the delivery of flood protection and relief during what was one of the wettest winters on record and are grateful to those communities and individuals who worked alongside us.

Our continued success has been achieved through the effective leadership of the Shareholders, the Board of Directors and the Senior Management Team. Our employees continue to make a significant contribution and are pivotal to the success of the company. The Ubico team works hard for the benefit of shareholders, customers and local communities and we will continue to support their personal development, health, safety and welfare and promote a ‘one team’ ethos. I am very proud of our second annual report and congratulate everyone who worked so hard to deliver our success.

Our Vision

By 2016 Ubico Ltd will be considered by the public sector as the provider of choice for sustainable, value for money environmental services. Having expanded partnership working and developed mutually beneficial business relationships with external customers and suppliers, the company will have continued to increase turnover and deliver efficiency improvements. We will be delivering customer focused services that contribute to the well being of the communities we serve and we will be a good employer of safety conscious, committed and productive staff.

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Page 5: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

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Introduction

Ubico Limited is a local authority company owned jointly and entirely by Cotswold District Council (CDC) and Cheltenham Borough Council (CBC) who are equal partners in the business.

Both councils are committed to improving value for money for environmental services and created Ubico in 2011 as a shared service partnership to deliver a range of integrated and cost effective environmental services. Ubico also supports the delivery of wider partnership and strategic objectives for both authorities.

Since the formation of Ubico the company has delivered above expectations with regard to its financial performance. The company has also delivered on the ground with a high level of performance whilst at the same time implementing a new operational management structure to enable it to meet the company’s future business objectives.

The company also supports the wider objectives of the council through its support to important local community events, for example, Midsummer Fiesta, where it provided a litter collection service free of charge to the organisers, helping keep costs down and supporting local community cohesion outcomes.

Pat PratleyDeputy Chief ExecutiveCheltenham Borough Council

Ubico has contracts with CBC and CDC until March 2022 with the potential to break the agreement in 2017 or to extend beyond 2022 for a period of five years subject to our satisfactory performance. The CBC contract commenced in April 2012 and CDC services commenced in August of that year. The company’s performance in the first year of trading exceeded the expectations of the shareholders and service commisioners and provided a solid foundation for 2013/14 which has proved to be equally successful.

The company is structured so that additional shareholders and other complimentary services can be incorporated at any time providing there is a robust business case to support this. CDC have now contracted Ubico to undertake winter maintenance in car parks and a business case is being developed to add Tewkesbury Borough Council and Stroud District Council to the partnership. The company is also in discussions with Forest of Dean District Council and West Oxfordshire District Council regarding opportunities for partnership working.

In 2013/14 the company had a turnover of £12 million and the average number of full time equivalentemployees during the year was 257.

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Services provided by Ubico in 2013/14

Activity CBC CDC External

Household waste collection √ √

Commercial waste collection √

Household recycling √ √

Commercial recycling √

Organic waste collections √ √

Household recycling centre √

Neighbourhood recycling banks √ √

Fleet management and maintenance √ √

Street cleaning √ √

Public toilet cleaning √

Grounds maintenance √ √ √

Cemetery maintenance √

Fuel supply √ √ √

MOT and taxi testing √ √

Management Services √

Winter Maintenance (Car Park) √ √

Page 7: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

Financial Review

The full financial statement for the period ending 31 March 2014 can be found at page 12 of this report. A summary of the key management accounts is provided below. The tables in this section of the report only refer to the management accounts and make no reference to any impact on the financial statement arising from the valuation of the LGPS fund.

Total efficiency savings in our first year of trading, 2012/13, amounted to £1.29 million. Much of this was embedded in base budget and is a recurring saving.

Further efficiency savings of £382,000 were embedded in the 2013/14 base budget for both commissioning councils (including CDC income from the sale of materials for recycling). These savings were achieved.

The original turnover budget for the company in 2013/14, as agreed with service commissioners, was £12.417 million. The company under spent against base budget by £402,000 and this was credited back to the commissioners at year end giving a revised turnover of £12.015 million. The total efficiency saving delivered in 2013/14 was therefore £784,000.

A turnover of just over £12 million places Ubico in the top 100 companies in Gloucestershire (source: Local World)

Cumulative efficiency savings over Ubico’s first two years of trading exceed £2.5 million (using the 2011/12 budget as baseline).

An independent financial benchmark on waste and recycling services provided by the Association of Public Service Excellence reported that available data indicates the net costs of service to Cheltenham and the Cotswolds is amongst the lowest in England.

A combined total of £253,000 is held in reserves by both councils for future investment in Ubico. There was no requirement to call on any of this funding in 2013/14

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Page 8: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

Table 2 – 2013/14 Profit and Loss Account £,000s

Turnover 12,015

Cost of Sales (10,941)

Gross Profit 1,074

Administrative Expenses 1,003

Profit / (Loss) 71

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2013/14 Sales / Cost of Sales Analysis £,000s £,000s

Sales /Turnover

Service Level Agreements 11,111

Non SLA income 677

Other operational income 227 12,015

Cost of Sales

Employees 6,000

Premises 302

Transport 827

Supplies and Services 3,195

Depreciation 617 10,941

Gross Profit 1,074

Gross Profit Margin 9%

I would personally like to thank you and your staff for all the hard work that has gone into maximising these efficiencies. The hard work and support from Ubico is very much appreciated.

David NeudeggChief ExecutiveCotswold District Council

Page 9: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

Quality

The performance of the Company is routinely monitored by the service commissioners at both authorities via a quarterly Environmental Services Partnership Board, followed by a quarterly monitoring meeting with the relevant Cabinet Members. There are also ad hoc scrutiny reviews.

Overall performance during the second year of operation has been good, feedback has been positive and there have been no major concerns with the performance of the company or the standard of service we deliver.

Ubico has continued to provide a reliable service to local residents as well as finding efficiency savings which keep the Council Tax down. It is pleasing to note that this success is generating interest from other partners who may wish to join the company.

Councillor Steve JordanLeaderCheltenham Borough Council

A comprehensive review of the company management structure and individual roles was completed to reflect changing circumstances and meet future demands. The new structure increases resilience whilst retaining local management presence and knowledge which is vital to quality service delivery.

% of operational service complaints received (of total collections) - 0.0025%

Customer service training was rolled out throughout the company and managers and supervisors benefited from a management development programme. Both strands of learning and development are ongoing.

% of household collections completed on schedule - 99.96%

The company works closely with officers of both councils and other agencies to improve outcomes for residents and visitors. Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West Oxfordshire District Council.

% of environmental maintenance related complaints resolved within target - 100%

We knew that creating the company, in partnership with our colleagues at Cheltenham, would probably yield dividends but Ubico has done spectacularly well. Not only did they enable us to introduce kerbside plastic recycling in this district for the very first time, they also generated considerable savings which have helped us to reduce our share of Council Tax bills.

Councillor Lynden StoweLeaderCotswold District Council

In recognition of the quality of work the company provides in Cheltenham’s parks, gardens and open spaces, the Cheltenham in Bloom Committee awarded Ubico their Jubilee Cup in the autumn of 2013. The Committee thought that the team deserved the award because of our outstanding achievements in the parks and gardens and that, despite the hot summer, the floral displays provided by Ubico were superb.

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Page 10: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

Our People

The average number of full time equivalent employees during the year was 257. This places Ubico in the top 50 employers in Gloucestershire. Employee costs in 2013/14 were £5.23 million with an average salary of £20,350. All of our employees are paid at or above the living wage.

As a large employer our greatest asset is our employees and we continue to work tirelessly to improve, encourage and support personal learning and development throughout the company.

We are proud to provide sustainable local employment opportunities for the communities we serve and the majority of our team live in the two districts or nearby in Gloucestershire.

In 2013/14 we provided a placement for an apprentice who is working towards an NVQ level 2 in Horticultural Machinery Maintenance. Other areas where we invested in learning and development for our people were:

• CertificateofTechnicalCompetenceinHazardousWasteTransfer- Level 4• CertificateofProfessionalCompetenceinRoadHaulageManagement• DriverCertificateofProfessionalCompetence• ManagementDevelopmentProgramme• EqualityandDiversityTraining• SafeguardingChildrenandVulnerableAdults• DataProtection• ManagingSafely–InstituteofOccupationalSafetyandHealth(IOSH)

We also operate an employee reward scheme to recognise people who have gone that extra mile to deliver exceptional customer service, added value to the company outside of their normal role or demonstrated very high standards in health and safety. In 2013/14, 16 individuals were formally recognised in this way.

Ubico has built good industrial relations with the trades unions and will continue to do so. We have a recognition agreement in place with both Unison and GMB and also have a good

working relationship with Unite. Embedded in these relationships are a hierarchy of local, operational and strategic consultative arrangements which contribute to the success of the business. The Trades Unions were also consulted about the development of our business plan.

We also invest time and effort in ensuring there are effective mechanisms for two way employee communication with fortnightly briefings, monthly newsletters and employee workshops. A joint group was established to review uniform and personal protective equipment and this resulted in changes to suppliers and a move towards better quality equipment. We have also invested in employee welfare facilities at our two main depots.

Health and safety remains a high priority for Ubico and investment has been made in audit and training to provide both assurance and skills and knowledge within the management team and line managers. A further external audit has been carried out by South West Safety Management and the audit summary states that whilst there are a range of issues that need some degree of attention the overall impression gained is of an organisation that is determined to create a positive safety culture.

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Page 11: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

The Health and Safety Executive closed out their planned intervention of waste and recycling operations which commenced in 2012 with a visit in March 2014 and confirmed agreed actions had been undertaken satisfactorily.

The Environment Agency initiated a joint intervention with the Fire and Rescue Service for the Cheltenham Household Recycling Centre to ensure licence requirements were being met and suitable drainage arrangements were in place for dealing with fire water runoff. Our site working plan has been updated to address comments made by the EA.

Following the management restructure all managers and supervisors have been or will be placed on IOSH Managing Safety or Supervising Safety programmes to improve their knowledge and skills in maintaining compliance with legislation. This year, seven staff have successfully completed the IOSH Managing Safely course. Waste and recycling operatives have also been coached and assessed by an external assessor on compliance with our own safe working practices to evidence that training and briefings are having the desired impact.

Health and safety meetings are held regularly with the Contract Monitoring Officer to discuss findings of both his and our own inspections and review actions taken by Ubico to address any issues identified through inspection and incident investigations.

Sharing of health and safety information and issues with regard to waste, recycling and street cleaning takes place both locally and nationally through established forums on a quarterly basis whilst attempts are also being made to identify a similar forum for the landscape maintenance aspect of our work.

Health and safety is a standing item at all management team meetings and features in routine employee briefings. A monthly health and safety briefing is also produced and delivered to all employees. Employees and the Trades Unions are fully engaged and participate in management and performance monitoring via the consultative forums and a quarterly Health and Safety Committee.

Ubico chairs the Gloucestershire Waste Safety & Health Group and also contributes to the national Local Authority Waste Safety & Health Forum which aims to share best practice in the waste and recycling industry and works closely with the Health and Safety Executive to set standards within the industry.

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Page 12: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

Environment

To manage the company’s environmental impact a sustainability team has been formed and is led by the Managing Director. The team consists of senior operations managers, a workforce representative and the Sustainability Manager who is the company champion for sustainability.

In 2013/14 the company:

• Operated6hybridtransittippers(dieselwithelectricalassistedpower)fittedwith Lightfoot driver performance software. Best performance recorded in year was 94.26% of driving in the green and it is our target to achieve 95% for all street cleaning vehicles. This will reduce CO2 by 8 tonnes in the Cotswolds and save £4,500 per annum.

• Purchaseddieselforthefleetwith7%biodieselcontent.

• Rationalisedourfleetandhireneedstoreducecostsandenvironmentalimpact.

• Usedrouteoptimisationsoftwaretoreducedistancetravelledandfuelconsumption.

• Usedhangingbaskets(forfloraldisplaysinCheltenham)withintegralreservoirstoreduce the frequency of watering, the quantity of water needed and fuel consumption.

• Purchasedtwoenvironmentallyfriendlybatteryoperatedhandheldhedgecutters

• Investedingreenwasteshreddingequipmenttoreducevehilcemovementsto composting site thereby reducing fuel consupmption.

• WorkedwithCBCtocreatewildflowermeadowstoimprovebiodiversity.

• ImproveddrainageattheCheltenhamHouseholdRecyclingCentretoreducetheriskof environmental pollution.

• Investedinmanagementcapacitytoeffectivelymanagesustainabilityinallourbusiness activities.

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Page 13: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

Support for Local Communities

We are a locally controlled business, created to meet the needs of local communities. The delivery of our services touches on all members of the community with the potential to improve quality of life. Our relationships with the communities we serve are therefore very important to us and are an essential part of our business.

Thanks to the operatives from Ubico who helped the community with the supply of sandbags and the laying of them to try and alleviate the risk to properties from flooding. It was the forthright, conscientious, happy and diligent way your employees conducted themselves that impressed everyone concerned. The Parish Council, on behalf of residents, would sincerely like to thank Ubico for all its efforts.

South Cerney Parish Council

Employees of Ubico play a key role in supporting community safety. Our teams are a noticeable presence throughout our area of operation and often intervene to deter or interrupt anti social behaviour. We also act as the eyes and ears of the community by reporting suspicious or illegal activities.

Two of your team were working in Cheltenham’s King George V Playing Fields when they noticed a group of youths attack a third party. The emergency services were called and the police and ambulance services attended immediately. Well done both!

Cheltenham Resident

Throughout the year Ubico continued to work with Parish Councils, local community groups and charities to protect and enhance the environment. We provided support to the Cheltenham in Bloom Committee and sponsored their annual awards event. We also supported the numerous ‘Friends Groups’ who volunteer to care for parks, gardens and green open spaces.

As always, we give sincere thanks to all those volunteers who assisted throughout the year to keep the Cotswolds and Cheltenham such a clean, green and beautiful place to live and visit.

Cheers to Ubico litterman who kicked the idiot and his two loose Dobermans out of the kid’s play area at Sandford Park Sunday morning.

Via Twitter

We were also pleased to sponsor the Heart of

Gloucestershire Environmental Awards in the under 18 Environmental Hero category and the Your Green Futures event which aims to promote sustainable living to young people.

We have supported many community events, litter picks and clean ups throughout the Cotswolds and in Cheltenham and have cleared up after events such as the Stow Horse Fair, Cirencester Mop Fair and the many festivals held in Cheltenham, including coping with the arrival of 200,000 visitors to the town over the four day National Hunt Festival.

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Page 14: 2013 - 2014 - Ubico · Examples of this are working with enforcement teams in St Paul’s Cheltenham, flood relief in the Cotswolds, and joint street cleaning operations with West

I am writing to thank your team of staff who, today have helped in the community where I live. Recently the gale force winds hit the area and with that, the leaves on the beech trees were swept free. My neighbour is 83 and my wife and I are in our 60’s, so trying to move the leaves was going to be a marathon task.

We were trying to decide how to tackle the huge task of clearing the pile of leaves that in places were thigh high, when the Ubico employees turned up with sweepers, brushes and powerful blowers to clear the mess and un-bury us.

We all got to grips with the task at hand, working hard as one team. We would like to thank the team who worked here with us.

Resident: Tudor Road, Cirencester

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Reports and Accounts2013 - 2014

For the 12 months ended 31 March 2014

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Company Registration No. 07824292

Ubico Limited

REPORT and ACCOUNTS

For the year ended

31st March 2014

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Ubico Limited

CONTENTS OF THE FINANCIAL STATEMENTS For the year ended 31 March 2014

Page No.

Officers and Professional Advisers 1

Directors‟ Report 2 – 4

Strategic Report 5 – 6

Independent Auditor‟s Report 7 - 8

Profit and Loss Account 9

Balance Sheet 10

Cash Flow Statement 11

Notes to the Financial Statements 12 - 28

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Ubico Limited

OFFICERS AND PROFESSIONAL ADVISERS For the year ended 31 March 2014

1

Directors The following directors served throughout the trading year from 1st April 2013 and up to the date of the Board of Directors‟ Report, unless otherwise stated:

Robert Bell Managing Director DG Lewis Non-Executive Director (retired 10/03/14) R Young Non-Executive Director - Chair FM Wilson Non-Executive Finance Director MA North Non-Executive Director (appointed 11/03/14) Executive Management Team Robert Bell Managing Director Company Secretary

Legal Advisors One-Legal (a shared legal service between Cheltenham Borough Council and Tewkesbury Borough Council)

Financial and Human Resources Advisors

GO Shared Services (a shared service between Cotswold District Council, Cheltenham Borough Council, Forest of Dean District Council and West Oxfordshire District Council) Registered Office Central Depot Swindon Road Cheltenham GL51 9JZ Auditors Bankers Grant Thornton UK LLP Lloyds TSB Bank PLC Chartered Accountants 130 High Street Hartwell House Cheltenham 55-61 Victoria Street GL50 1EW Bristol BS1 6FT Solicitors

One Legal C/O Tewkesbury Borough Council Council Offices Gloucester Road Tewkesbury Gloucestershire GL20 5TT

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Ubico Limited

DIRECTORS‟ REPORT For the year ended 31 March 2014

2

The directors submit their report and financial statements of Ubico Limited (the Company) for

the period 1 April 2013 to 31 March 2014.

Principal Activities The principal activities of the Company during the year were the delivery of a range of

integrated environmental services to Cotswold District Council and Cheltenham Borough

Council. The package of services included household and commercial refuse collection,

recycling, street cleaning and grounds maintenance. The company also provided

management services and fuel supplies to Tewkesbury Borough Council throughout the

year.

The Company is a local authority company limited by shares. The founder shareholders of

the company are Cotswold District Council (CDC) and Cheltenham Borough Council (CBC),

with the Leader of each council having executive decision making powers.

As a company wholly owned by CBC and CDC it operates as a not for profit enterprise. The

average number of full time equivalent staff employed by the Company during the year was

257. Support services are provided by other local authority partnerships involving

Cheltenham Borough Council and Cotswold District Council.

Objectives and Strategy Ubico‟s vision is that:

By 2016 Ubico will be considered by the public sector as the provider of choice for

sustainable, value for money environmental services. Having expanded partnership working

and developed mutually beneficial business relationships with external customers and

suppliers, the Company will have continued to increase turnover and deliver efficiency

improvements. We will be delivering customer focused services that contribute to the

wellbeing of the communities we serve and we will be a good employer of safety conscious,

committed and productive staff.

The Company has a business plan which is reviewed and approved by the Board of

Directors and shareholders on an annual basis. Objectives are realised through a targeted

and prioritised annual action plan.

The core market strategy of the Company is to develop a low cost base to primarily meet the

needs of the shareholding councils and to permit competitive pricing. At the same time we

seek to add value wherever conditions allow. A key objective is to achieve growth and

economies of scale by attracting additional partners, expanding the range of services

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Ubico Limited

DIRECTORS‟ REPORT For the year ended 31 March 2014

3

provided to partners and by actively seeking contract opportunities from external

organisations.

Events since the Balance Sheet date There are no events since the balance sheet date that impact on the Company and therefore

no change in its „going concern‟ status.

Directors Responsibilities Statements The Directors are responsible for preparing 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 elected to prepare the financial statements in accordance

with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting

Standards and applicable law). 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 for that period.

In preparing these financial statements, the Directors are required to:

Select suitable accounting policies and then apply them consistently;

Make judgements and estimates that are reasonable and prudent;

State whether applicable UK accounting standards and Statement of Recommended

Practice have been followed, subject to any material departures disclosed and

explained in the financial statements; 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 keeping adequate accounting records that are sufficient to

show and explain the Company‟s transactions, to disclose with reasonable accuracy at any

time the financial position of the Company and to ensure that the financial statements

comply with the Companies Act 2006. They are also responsible for safeguarding the

assets of the Company and for taking reasonable steps for the prevention and detection of

fraud and other irregularities.

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Ubico Limited

DIRECTORS‟ REPORT For the year ended 31 March 2014

4

In so far as each of the Directors is aware:

There is no relevant audit information of which the Company‟s auditors are unaware;

and

The Directors have taken all steps that they ought to have taken to make themselves

aware of any relevant audit information and to establish that the auditors are aware

of that information.

The Directors are responsible for the maintenance and integrity of the corporate and

financial information included on the Company‟s website.

Auditors A resolution to appoint Grant Thornton UK LLP as auditors of the company was approved at

the Annual general Meeting of Shareholders on 13th January 2014.

Robert Bell Managing Director Date: 07 July 2014

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Ubico Limited STRATEGIC REPORT For the year ended 31 March 2014

5

Strategic Report 2013/14 A full report on Ubico‟s performance during 2013/14 will be prepared and presented to

shareholders in October 2014. This section of the statement of accounts provides only a

summary of our performance during the 2013/14 financial year.

In February 2013 the Board of Directors approved a business plan for 2013/14 which was

subsequently recommended to and approved by the shareholders. The business plan was

considered to be very challenging but the management team believed it to be achievable. Of

44 key milestones in the business plan, 39 were achieved, 2 were deferred due to external

influences and 3 were not completed by year end and have been carried forward.

Key milestones that have been successfully achieved are the completion of a management

and administration restructure which delivers a cost saving of £100,000 per annum, a review

of the Cheltenham horticultural nursery business, improved internal communications and

employee consultation mechanisms and a programme of work to achieve growth. Feedback

from both councils continues to be positive and no major service delivery issues have been

raised at the quarterly performance monitoring meetings.

Both contracts with the shareholding councils performed well and Ubico exceeded efficiency

targets for the year.

The Company‟s second year trading results as shown in this document were solid and in line

with expectations. Turnover was £12m with a profit of £14,903 before taxation and the

actuarial gain of £275,000 on the pension scheme. The only movement on shareholders‟

funds came from (a) the deficit on the profit and loss account [after taking account of

deferred taxation], and (b) the actuarial gain on the pension fund as valued under IAS19,

where there is a local authority requirement to underwrite any pension fund losses. The

directors therefore consider that the Company maintains a healthy „going concern‟ basis,

particularly with a 10 year contract from 1st April 2012 with the founder shareholders.

Principal Risks and Uncertainties The recognition and understanding of risks relevant to the Company and the services it

provides is key to the successful management of the Company and the delivery of the vision

and objectives.

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Ubico Limited STRATEGIC REPORT For the year ended 31 March 2014

6

A register of business risks is maintained and reviewed monthly by the management team.

This is accompanied by action plans to mitigate identified risks. The Board of Directors

receive quarterly monitoring reports on the Company‟s finances and the key risk areas of the

business. The Company has appropriate insurance cover for assets and business

operations, including directors‟ and officers‟ indemnity.

The Directors have identified that the key business risks at present are around certain

aspects of work provided on behalf of Cheltenham Borough Council (CBC) that are subject

to review by third parties who have requested CBC carry out the work. The principal contract

relates to Highways Agency works and if this contract is lost or reduced in value then it will

impact on the turnover of the business. It is the view of the Director‟s that as this forms only

a small proportion of the Cheltenham Borough Council contract then this will not have an

impact on the going concern of the business.

In respect of the above business risk this will also be more than mitigated if current

negotiations with other potential partners come to fruition, which could potential increase the

size of the business significantly over the next one to two years.

Robert Bell Managing Director

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Ubico Limited INDEPENDENT AUDITOR‟S REPORT TO THE UBICO LTD. BOARD OF DIRECTORS For the year ended 31 March 2014

7

Independent auditor's report to the Ubico Limited Board of Directors We have audited the financial statements of Ubico Limited for the year ended 31 March 2014 which comprise the Company‟s profit and loss account, the Company‟s Statement of Recognised Gains and Losses, the Company‟s balance sheet, the Company‟s cash flow statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the Company‟s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company‟s members those matters we are required to state to them in an auditor‟s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company‟s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As explained more fully in the Directors‟ Responsibilities Statement set out on page 4, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board‟s (APB‟s) Ethical Standards for Auditors. Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council‟s website at www.frc.org.uk/apb/scope/private.cfm. Opinion on financial statements In our opinion the financial statements: give a true and fair view of the state of the Company's affairs as at 31 March 2014 and

of its profit for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted

Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006; Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

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Ubico Limited STRATEGIC REPORT For the year ended 31 March 2014

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adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or certain disclosures of directors‟ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit. John Golding Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Bristol 22nd September 2014

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Ubico Limited

PROFIT AND LOSS ACCOUNT For the year ended 31 March 2014

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Notes

31 March 2014

£

31 March 2013

£ TURNOVER – continuing operations 3 12,014,831 9,853,778 Cost of sales (10,941,022)

_________ (9,067,452) _________

Gross profit 1,073,809 786,326 Administrative expenses (1,002,551)

_________ (788,072)

_________ OPERATING PROFIT / (LOSS) - continuing operations 4 71,258 (1,746) Interest receivable 5 - - Interest payable 6 (34,355) (35,157) Other finance (expense) / income 19

(22,000)

_________ 62,000

_________ Profit / (loss) on ordinary activities before taxation 14,903 25,097 Taxation 8 25,000

_________ -

_________ Retained profit / (loss) for the financial period (10,097)

============== 25,097

============== Continuing operations All operations are continuing, and none of the Company‟s activities were discontinued during the reporting period. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the year ended 31 March 2014

Notes £ £ Profit / (losses) for the period (10,097) 25,097 Actuarial gains / (losses) relating to the pension scheme 19 275,000

_______

(472,000) _______

Total gains / (losses) relating to the period 264,903 ============

(446,903) ============

The accompanying notes form an integral part of these financial statements.

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Ubico Limited

BALANCE SHEET As at 31 March 2014

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These financial statements were approved and authorised for issue by the Board of Directors on 22nd September 2014 and signed on their behalf by: Robert Bell Frank Wilson Managing Director Finance Director The accompanying notes form an integral part of these financial statements. Company Registration No. 07824292

Notes

31 March 2014

£

31 March 2013

£ (restated)

FIXED ASSETS Tangible assets – vehicles, plant and equipment 9 2,170,600

_________ 2,540,279

_________ CURRENT ASSETS Inventories 10 45,047 53,063 Debtors 11 329,062 565,105 Cash at bank and in hand 607,966

________ 1,383,925 ________

982,074 2,002,093 CREDITORS Amounts falling due within one year 12 (856,656)

_________ (2,006,576). _________

NET CURRENT ASSETS / (LIABILITIES) 125,418 (4,482).

TOTAL ASSETS LESS CURRENT LIABILITIES

2,296,018

2,535,797

Creditors: Amounts falling due after one year 13 (2,171,018) (2,540,698) Deferred tax liabilities 8 (25,000) Net pension liability 19 (282,000) (442,000) (182,000)

============= (446,901)

============= CAPITAL AND RESERVES

Called up share capital Profit and loss account

16 17

2 (182,002)

_________

2 (446,903)

_________ SHAREHOLDERS’ FUNDS (182,000)

============== (446,901)

==============

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Ubico Limited

CASH FLOW STATEMENT For the year ended 31 March 2014

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RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS

31 March 2014

31 March 2013

£ £ Increase (Decrease) in cash in the period (775,959)

________ 1,383,925 ________

Movement in net funds in the period

(775,959)

1,383,925

Net funds at 1 April 1,383,925

________ -

________ Net funds at 31 March 18c 607,966

============ 1,383,925 ============

The accompanying notes form an integral part of these financial statements.

31 March 2014

31 March 2013

Notes £ £ Net cash inflow from operating activities 18a (124,539) 2,021,958

Returns on investments and servicing of finance 18b (34,355) (35,157)

Corporation tax - -

Capital expenditure and financial investment 18b (617,065) __________

(602,876) __________

Increase in cash in the period (775,959) ===============

1,383,925 ===============

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2014

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1. LEGAL STATUS

The Company is registered under the Companies Act 2006, and was incorporated on 26 October 2011. The accounting period covers the financial year to 31 March 2014.

2. ACCOUNTING POLICIES

Basis of Accounting The financial statements of the Company have been prepared under the historical cost convention, and in accordance with UK Generally Accepted Accounting Practice (UK GAAP). The Directors consider it appropriate to prepare the financial statements on a „going concern‟ basis which assumes the Company will be able to meet its liabilities as they fall due. Accruals of Income and Expenditure

Activity is accounted for in the year that it takes place, not simply when cash payments are made or received. In particular:- Revenue from the sale of goods is recognised when the Company transfers the

significant risks and rewards of ownership to the purchaser and it is probable that economic benefits or service potential associated with the transaction will flow to the Company.

Revenue from the provision of services is recognised when the Company can measure reliably the percentage of completion of the transaction and it is probable that economic benefits or service potential associated with the transaction will flow to the Company.

Supplies are recorded as expenditure when they are consumed – where there is a gap between the date supplies are received and their consumption, they are carried as inventories on the Balance Sheet.

Expenses in relation to services received (including services provided by employees) are recorded as expenditure when the services are received rather than when payments are made.

Interest receivable on investments and payable on borrowings is accounted for respectively as income and expenditure on the basis of the effective interest rate for the relevant financial instrument, rather than the cash flows fixed or determined by the contract.

Where revenue and expenditure have been recognised but cash has not been received or paid, a debtor or creditor for the relevant amount is recorded in the Balance Sheet. Where debts may not be settled, the balance of debtors is written down and a charge made to revenue for the income that might not be collected.

Turnover Turnover comprises service income receivable in the year from the two partner Shareholders, Cheltenham Borough Council and Cotswold District Council, income from non-shareholding council business, external bodies and other ad-hoc income streams included at the invoiced value (excluding VAT) of goods and services supplied in the year.

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

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Interest payable

Interest is payable on the finance leases for vehicles, plant and equipment utilised by the Company which are owned by the partner Shareholders. The interest payable is charged to the Profit and Loss account in the year. Fixed assets All fixed assets are initially recorded at cost as at 1 April 2013, the start of the trading period. Depreciation Depreciation is calculated based on asset valuations and useful estimated lives at 01 April 2013 obtained by the Ubico Fleet Services Manager. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: Vehicles and plant 14% straight line (7 years) Equipment 10% straight line (10 years) In addition, office furniture and computer equipment was also transferred to the Company but is not included in the Balance Sheet as it falls below the capital de-minimis level of £10,000. Inventory Inventory is valued at the lower of cost and net realisable value. Investments There are no investments. Leasing Commitments Assets held under finance leases, which are those where substantially all the risks and rewards of ownership of the asset have passed to the Company, are capitalised in the balance sheet and depreciated over their useful lives. The corresponding lease obligation is treated in the balance sheet as a liability.

The interest element of the lease obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding.

Rentals paid under operating leases are charged to income on a straight line basis over the lease term.

Taxation Ubico is a local authority company wholly owned by the partner councils of Cheltenham Borough Council and Cotswold District Council and as a result any surplus generated is returned to the partner Councils to ensure a nil Corporation Tax liability. Value Added Tax The Company charges value added tax (VAT) on all of its income and is able to recover all of the VAT it incurs on expenditure. The balance of VAT payable or recoverable at the year-end is included as a current liability or asset.

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

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2. ACCOUNTING POLICIES (continued) Pension costs The Company operates a contributory pension scheme, of the defined benefit type, for employees. The scheme is administered by Gloucestershire County Council and is independent of the Company finances. Contributions are paid to the scheme in accordance with the recommendations of an independent actuary in order that the benefits accruing in respect of current and future service can be met.

Pension scheme assets are measured using market value. Pension scheme liabilities are measured using a projected unit method and discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability. The increase in the present value of the liabilities of the Company‟s defined benefit pension scheme expected to arise from employee service in the period is charged to operating surplus. The expected return of the scheme‟s assets and the increase during the period in the present value of the scheme‟s liabilities arising from the passage of time are included in other finance income/charges. Actuarial gains and losses are recognised in the statement of total recognised gains and losses.

The pension scheme‟s surpluses, to the extent that they are considered recoverable, or deficits, are recognised in full and presented on the face of the balance sheet. Cash and liquid resources

For the purpose of the cashflow statement, cash comprises cash in hand and deposits repayable on demand. Liquid resources are current asset investments which are disposable without curtailing or disrupting the business and are either readily convertible into known amounts of cash at, or close to, their carrying values or traded on an active market. Liquid resources comprise term deposits of less than one year (other than cash).

3. PARTICULARS OF TURNOVER

Turnover represents the value, net of value added tax, of goods provided to customers and work carried out in respect of services provided to customers. Turnover is attributable to various environmental services that are continuing activities.

31 March

2014 £

31 March 2013

£

Operations – SLA‟s 11,111,085 9,203,630 Operations – Non-Partner Council 676,682 513,328 Operations – other 227,064 136,820 _________ ________ Turnover from operations 12,014,831 9,853,778 _________ ________

4. OPERATING PROFIT/LOSS

Operating profit is stated after charging: £ £ Depreciation of other tangible fixed assets 617,065 603,294 External auditor‟s remuneration - audit fee 15,000 20,000 - tax advice 2,500 2,800 - other services - -

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

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5. INTEREST RECEIVABLE 31 March 31 March 2014 2013 £ £ Bank interest -

-

Other interest - ______

- ______

- =========

- =========

6. INTEREST PAYABLE 31 March 31 March 2014 2013 £ £ Other interest – vehicle assets 34,355

========= 35,157 =========

7. PARTICULARS OF EMPLOYEES The average number of full time equivalent staff employed by the Company during the trading period amounted to:

31 March 31 March 2014 2013 No. No. ____ ____ Administration and operational

257 ======

190 ======

The aggregate payroll costs of the above were:

31 March 31 March 2014 2013 £ £ Wages and salaries 5,519,653 4,891,630 Employer‟s NI contributions 324,618 286,367 Employer‟s superannuation payments 437,482

________ 385,946

________ 6,281,753

============ 5,563,943 ============

The emoluments of the Managing Director for the year totalled £87,340 (comprising £73,340 salary and allowances and £14,108 in pension costs). This compared to £84,824 (£72,590 salary and allowances and £12,234 pension) for 2012/13. Pension contributions for the period ended 31 March 2014 remained in line with the recommendation of the triennial actuarial valuation in 2013. The Managing Director has retirement benefits accruing under the defined benefit pension scheme in respect of qualifying service. The Directors received no other remuneration or expenses during the period.

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

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8. TAXATION

i) Tax on profit on ordinary activities

(a) Analysis of charge in period

£

Current tax:

UK corporation tax on profits of the period

Total current tax -

Deferred tax:

Total deferred tax (note ii) 25,000

Tax on profit on ordinary activities 25,000

(b) Factors affecting tax charge for period

The tax assessed for the period differs from the starter rate of corporation tax in the UK (20 per cent). The differences are explained below: 2014 2013 £ £ Profit on ordinary activities before tax 14,903 25,097

Profit on ordinary activities multiplied by starter rate of corporation tax in the UK of 20% (2013: 20%) 2,981 5,019

Effects of:

Expenses not deductible for tax purposes - -

Pension contribution adjustment 23,000 (6,000)

Utilisation of tax losses (981) -

Current tax charge for period (note i(a)) 25,000 (981)

(c) Factors that may affect future tax charges

The current tax payable is based upon the taxable profit for the year. The deferred tax liabilities outlined below result from movements in the actuarial valuation of the Ubico Ltd pension fund liabilities. Tax liabilities are reviewed at the end of each reporting period and represent the potential liability should be movements in actuarial valuations materialise.

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

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ii) Provision for deferred tax

2014 2013

£ £ Provision at start of period - - Deferred tax charge in profit and loss account for period (note 1) 25,000 - Provision at end of period 25,000 - Note that under FRS19 discounting of deferred tax balances is allowed but not required. We have not discounted the deferred tax balances above.

9. TANGIBLE FIXED ASSETS – VEHICLES, PLANT AND EQUIPMENT

Vehicles and Plant Equipment Total Assets

£ £ £ Cost At 1 April 2013 3,131,573 12,000 3,143,573 Additions 247,385 - 247,385 Transfers -

________ -

________ -

________ At 31 March 2014 3,378,958

============ 12,000

============ 3,390,958 ============

Depreciation At 1 April 2013 599,294 4,000 603,294 Depreciation charge for the period 613,064

________ 4,000

________ 617,064

________ At 31 March 2014

1,212,358 ============

8,000 ============

1,220,358 ============

Net book value ________ ________ ________ At 31 March 2014

2,166,600 ============

4,000 ============

2,170,600 ============

At 31 March 2013

2,532,279 ============

8,000 ============

2,540,279 ============

10. INVENTORIES 31 March 31 March

2014 2013 £ £

Consumables – Fuel 34,366 24,814 Consumables – Other 10,681 28,249

________ ________ 45,047

============ 53,063

============

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

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11. DEBTORS 31 March 31 March 2014 2013 £ £ (restated)

Amount due from Cheltenham Borough Council* (8,247) 207,356 Amount due from Cotswold District Council* 134,480 116,115 Other debtors 202,830

________ 241,634

________ 329,062

============ 565,105

============

* The debtor figures above are „net‟ of repayments owing the Cotswold District and Cheltenham Borough Councils (£346,170 and £85,035 respectively). At the 31st March the operating underspend for the year entitled the Councils to a repayment on their contract sums – the repayment due has been netted off any debtor balances owing by the commissioning Council as in essence the Councils had overpaid for services. As a result, the debtor and creditor figures for 31st March 2013 have been restated to reflect this treatment. There are no debtors considered to be due after more than one year.

12. CREDITORS: Amounts falling due within one year 31 March 31 March 2014 2013 £ £ (restated)

Trade creditors 609,078 660,297 Amount due to Cheltenham Borough Council 70,227 438,152 Amount due to Cotswold District Council 67,685 502,170 Other taxation and social security 109,666 134,412 Other creditors - 271,545 Corporation tax -

________ -

________ 856,656

============ 2,006,576 ============

13. CREDITORS: finance lease liabilities 31 March 31 March 2014 2013 Obligations under finance leases: £ £ Amount due to Cheltenham Borough Council 778,585 994,462 Amount due to Cotswold District Council

1,392,434 ________

1,546,236 ________

2,171,019 ============

2,540,698 ============

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

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14. OBLIGATIONS UNDER FINANCE LEASES

The total obligations under finance leases include a fixed rate of interest at 1.52%. Balances are due as follows:

31 March 31 March 2014 2013 £ £

Amounts payable: Within one year Within two to five years After five years

651,863

1,493,907 98,740

649,170

1,731,741 256,876

________ ________

2,244,510 ============

2,637,787 ============

15. RELATED PARTY TRANSACTIONS Ubico Limited (the Company), is a not-for-profit company limited by shares, that provides environmental services for Cheltenham Borough Council and Cotswold District Council. The Company also provides ad-hoc services to third parties in accordance with its objectives. During the period the Company supplied services to the Councils totalling £10,936,369 (2012-13 £9,203,631). The Company purchased goods and services of £1,888,811 (2012-13 £1,940,262) from the Councils during the period. During the period temporary loans of £500,000 (2012-13 £650,000) were received from Cheltenham Borough Council to fund temporary cashflow positions, and all were repaid in the year. Balances outstanding at the period end were as follows:

31 March 31 March 2014 2013 £ £ Cheltenham Borough Council owed the Company

76,788 675,865

Cotswold District Council owed the Company

480,650 424,425

The Company owed Cheltenham Borough Council (155,262) (906,661)

The Company owed Cotswold District Council (413,855) _______

(810,480) _______

Net (owed by)/to the Company by the Councils (11,679) ============

(616,851) ============

Cheltenham Borough Council and Cotswold District Council are considered the ultimate parent bodies, by virtue of their 100% controlling interest in the Company. The Company has taken advantage of the exemptions conferred by FRS8 in not disclosing related party disclosures between group companies which are wholly owned.

The 3 non-executive Directors are employees of the shareholding councils.

GO Shared Services and One Legal provide support to the Shareholding Councils and to Ubico.

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

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16. COMPANY LIMITED BY SHARES £ Allotted, called up and fully paid: Ordinary shares of £1 each 2 ==

The Company is a local authority company limited by shares, with each council having 50% voting rights. It is governed by its memorandum and articles of association. The shareholders are listed in the Company‟s Register of Members. The liability, as set out in the memorandum of association, is limited to £1 per member of the Company.

17. PROFIT AND LOSS ACCOUNT – SHAREHOLDERS FUNDS

31 March 31 March 2014 2013 £ £ At 1st April (446,903) - Retained profit/(loss) for the period (10,097) 25,097 Actuarial (loss)/gain on pension scheme 275,000.

_________ (472,000)

_________ At 31st March (182,000)

============= (446,903)

============= The profit and loss account reserve is represented by:

£ £ Pension reserve (197,000) (472,000) Profit and loss account 15,000.

_________ 25,097

_________

At 31 March (182,000) =============

(446,903) =============

The only movements on the profit and loss account in the year are from retained profit in the trading period, plus the actuarial gain on the pension scheme.

18. NOTES TO THE CASH FLOW STATEMENT a. Reconciliation of operating profit/(loss) to net cash inflow from operating activities

31 March 31 March 2014 2013 £ £ Operating profit/(loss) 71,258. (1,746) Current service pension costs 522,000. 429,000 Contributions paid per pensions report (429,000) (381,000) Past service gain -. (16,000) Depreciation of tangible fixed assets 617,065. 603,294 Movement in debtors 236,043. (565,105) Movement in creditors (1,149,920) 2,006,576 Movement in stocks 8,016.

_________ (53,062)

_________ Net cash inflow from operating activities (124,539)

============= 2,021,958 =============

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

21

b. Analysis of cash flows for headings netted in the cash flow

Returns on investment and servicing of finance 31 March 31 March 2014 2013 £ £ Interest paid - - Interest received - -

Other finance income / (costs) Interest element of finance lease payments

(34,355)

________

(35,157) _______

Net cash inflow from returns on investments and servicing of finance

(34,355) ============

(35,157) ============

Capital expenditure £ £ Payments to acquire tangible fixed assets (617,065) (3,143,574) Grants received - Long term creditor

_________ 2,540,698

_________ Net cash outflow from capital expenditure (617,065)

============= (602,876)

=============

c. Analysis of net debt 31 March

2013 Cash

Flows 31 March

2014 £ £ £ Cash in hand 270 - 270 Cash at bank 1,383,655

________ (775,959) ________

607,696 ________

Net debt 1,383,925 ============

(775,959) ============

607,966 ============

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

22

19. PENSIONS

Company All employees are employed by the company. The Company participates in the defined benefit Local Government Pension Scheme („LGPS‟), administered by Gloucestershire County Council. This is a funded scheme, meaning that both employer and employees pay contributions into the fund, calculated at a level that is estimated to balance the pensions‟ liabilities with investment assets. This is a closed scheme for new employees unless the Transfer of Undertakings (Protection of Employment) Regulations 2006 apply. A qualified actuary using the “projected unit” method performs the triennial actuarial valuations and the valuation relates to the whole fund. Contributions The employer‟s contributions to the LGPS by the Company for the period to 31 March 2014 were £437,000 (31 March 2013 £386,000). The employer‟s contribution rate for CBC TUPE transferred employees was fixed at 19.4% (being 14.6% current service plus 4.8% for deficit funding) of pensionable pay for the year ending 31 March 2014. The employer‟s contribution rate for CDC TUPE transferred employees was fixed at 25.6% (being 14.2% current service plus 11.4% for deficit funding) of pensionable pay for the year ending 31 March 2014. The Actuary has estimated that employer‟s contributions for the year ending 31 March 2015 will be approximately £498,000 including the cost of insurance premiums. Stakeholder Pension The Company also offers a Stakeholder pension administered by Scottish Life. Employee contributions are matched by employer‟s contributions to a maximum of 3% *. As at 31 March 2014 18 employees had taken advantage of this offer and enrolled in the scheme. The Company is preparing for auto enrolment in 2017. (Note: one employee has contractual contributions of 5% following TUPE transfer)

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Ubico Limited

NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT (continued) For the year ended 31 March 2014

23

19. PENSIONS (continued) Assumptions The major assumptions used by the Actuary in assessing scheme liabilities on an IAS19/FRS17 (the accounting standard) basis from 1 April 2013 were: Major categories of plan assets as a percentage of total plan assets

Period Ended 31 March 2014

31 March 2013

% % Equities 47 75 Bonds 45 17 Property 6 6 Cash 2 2

The bid value of the Fund's assets as at 31 March 2014 is £1,504,000 (31 March 2013 £1,379,000) as provided by the Administering Authority.

Period Ended 31 March 2014

31 March 2013

% % Rate of increase in pensions in payment 2.8 2.8 Rate of increase in salaries * 4.1 4.6 Expected return on scheme assets 5.9 5.2 Discount rate 4.3 4.5

* Salary increases are assumed to be 1% p.a. until 31 March 2015 reverting back to the long term assumption shown thereafter. Breakdown of expected return on assets by category

Period Ended 31 March 2014

31 March 2013

% % Equities 6.6 5.7 Bonds 3.8 3.4 Property 4.8 3.9 Cash 3.7 3.0

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

24

19. PENSIONS (continued) Fair Value of employer’s assets

Period Ended 31 March 2014

31 March 2013

£’000 £’000

Equities 5,492 7,249 Bonds 5,396 1,643 Property 655 580 Cash 199 193 Total 11,742 9,665

The above asset values as at 31 March 2014 are at bid value as required under IAS19

Please note, where IAS19 asset splits were not available at the exact start and end dates, we have used the nearest IAS19 asset split prior to these dates. Mortality assumptions Life expectancy is based on the Fund's Vita Curves in line with the CMI model assuming the current rate of improvements has peaked and will converge to a long term rate of 1.25%. Based on these assumptions, the average future life expectancies at age 65 are summarised below:

Males Females Current Pensioners Future Pensioners: *

22.5 years 24.4 years

24.6 years 27.0 years

24.6 years

* Figures assume members aged 45 as at the last formal valuation date. Historic Mortality

Life expectancies for the prior period end are based on the Fund's Vita Curves. The allowance for future life expectancies are shown below.

Period Ended Prospective Pensioners Pensioners 31 March 2013 year of birth, medium cohort and

1% p.a. minimum improvements from 2010

year of birth, medium cohort and 1% p.a. minimum improvements from 2010

Please note that the mortality assumptions have been changed since the previous accounting period. For details of life expectancies based on the previous period‟s assumption, please refer to the Employer‟s 2013 report. Commutation

An allowance is included for future retirements to elect to take 50% of the maximum additional tax-free cash up to HMRC limits for pre-April 2008 service and 75% of the maximum tax-free cash for post-April 2008 service.

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

25

19. PENSIONS (continued) Amounts recognised in the balance sheet

Period Ended 31 March 2014

31 March 2013

£’000 £’000

Fair value of the above assets related to the Company 11,742 9,665 Value placed on liabilities related to the Company * (12,024)

_______ (10,107) _______

(Deficit)/surplus relating to the Company (282) ===========

(442) ===========

Amount in the Balance Sheet (Liabilities) / Assets (282)

_______ (442)

_______ Net pension (liability)/gain (282)

=========== (442)

===========

Analysis of the amount charged to the profit and loss account**

Period Ended 31 March 2014

% of pay

£’000 %

Current service cost * 522 24.1 Interest on pension scheme liabilities # 468 21.6 Expected return on pension scheme assets # (446) (20.6) Net actuarial losses/(gains) recognised - - Past service cost / (gain) - - Losses / (Gains) on Curtailments and Settlements -

_______ -

_______ Total operating charge 544

=========== 25.1

==========

* The service cost figures include an allowance for administration expenses of 0.6% of payroll.

# The net amount of (a) interest on pension scheme liabilities (£468,000) and (b) expected

return on pension scheme assets (-£446,000), makes up the £22,000 shown as ‟Other finance income‟ on the face of the Profit & Loss Account.

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

26

19. PENSIONS (continued) Actual return on employer assets

Period Ended 31 March 2014

31 March 2013

£’000 £’000 ______ ______ Actual return on employer assets 1,544

======== 1,177

========

Analysis of amount recognised in the statement of total recognised gains and losses (STRGL)

31 March 2014

31 March 2013

£’000 £’000 Actuarial Gains / (Losses) on Employer Assets 1,098 734 Actuarial Gains / (Losses) on Obligation (823)

______ (1,332) ______

Actuarial (loss)/gain recognised in STRGL 275 (598)

Actuarial (loss)/gain recognised at 1 April (472) ______

126 ______

Cumulative actuarial (losses)/gains recognised in STRGL (197) ========

(472) =========

Please note that the Cumulative Actuarial Gains and Losses are based on the full available history of Actuarial Gains and Losses for the Employer Reconciliation of defined benefit obligation

Period Ended 31 March 2014

31 March 2013

£’000 £’000

Liabilities at start of period 10,107 7,612

Service cost 522 429 Interest cost 468 384 Employee contributions 137 139 Re-measurements recognised in Other Comprehensive Income

823

1,332

Past Service loss/(gain) - - Losses / (Gains) on Curtailments - - Liabilities Extinguished on Settlements - - Liabilities Assumed in a Business Combination - 211 Exchange Differences - - Estimated Unfunded Benefits Paid - - Estimated Benefits paid

(33) _______

- _______

Liabilities at end of period 12,024 ===========

10,107 ===========

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

27

19. PENSIONS (continued) Reconciliation of fair value of employer assets

Period Ended 31 March 2014

31 March 2013

£’000 £’000 Assets at start of period 9,665 7,738 Expected return on assets 446 446 Employee contributions 137 139 Employer contributions 429 381 Actuarial (loss)/gain 1,098 734 Assets acquired in a Business Combination - 227 Benefits paid (33)

_______ -

_______

Assets at end of period 11,742 ==========

9,665 ==========

Amounts for the current and previous accounting periods are as follows:

Period Ended

31 March 2014

31 March 2013

£’000 £’000 Fair value of employer assets 11,742 9,665 Present value of defined benefit obligation (12,024) (10,107) Surplus / (Deficit) on scheme (282) (442) Experience Gains / Losses on Assets 1,098 734 Experience Gains / Losses on Liabilities - - Actuarial Gains / (Losses) on Employer Assets 1,098 734 Actuarial Gains / (Losses) on Obligation (823) (1,332) Actuarial Gains / (Losses) at 1st April (472) 126 Actuarial Gains / (Losses) recognised in STRGL (197) (472) Sensitivity Analysis

IAS19 requires the disclosure of the sensitivity of the results to the methods and assumptions used. The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:

Change in assumptions at 31st March 2014

Approximate % increase in

liability

Approximate monetary value

£000 0.5% decrease in Real Discount Rate 13% 1,565 1 year increase in member life expectancy 3% 361 0.5% increase in the Salary Increase Rate 6% 777 0.5% increase in the Pension Increase Rate 6% 745

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Ubico Limited

NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 March 2014

28

The following page does not form part of the statutory financial statements which are the subject of the independent auditor‟s report on pages 7 to 8.

31 March 2014

31 March 2013

£ £ TURNOVER Service Level Agreements 11,111,085 9,203,630 Non partner council income 676,682 513,328 Other operational income 227,064 136,820 ________ ________ 12,014,831

________ 9,853,778 ________

COST OF SALES Employees 6,000,439 5,228,968 Premises 302,212 184,506 Transport 826,635 561,062 Supplies and Services 3,194,671 2,489,622 Depreciation 617,065 603,294 ________ ________ 10,941,022

________ 9,067,452 ________

Gross profit 1,073,809 786,326 OVERHEADS Administrative expenses

1,002,551 ________

788,072

________ OPERATING PROFIT/(LOSS) 71,258 (1,746) Interest payable (34,355) (35,157) Other finance income/(costs) (22,000) 62,000 Interest receivable -

________ -

________

PROFIT/(LOSS) ON ORDINARY ACTIVITIES 14,903 ===========

25,097 ===========

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Ubico LtdCentral DepotSwindon RoadCheltenhamGL51 9JZ

Telephone: 0300 300 9000Fax: 0300 300 9001

Email: [email protected]