Bringing clarity to 
complex operations
Ubisense Group Plc
Annual Report 2013
Ubisense Group Plc Annual Report 2013 Visit our website for further 
information on our company 
and products at ubisense.net
We’re the world’s foremost specialists in location 
intelligence – whether we’re bringing previously 
inaccessible efficiencies to manufacturing 
processes or revolutionising the management 
of huge networks in the utilities sector.
Our mission: 
We transform our customers’ business processes 
by applying our world-class location intelligence 
expertise, embedded in innovative solutions that 
bring clarity and control to complex operations
Contents
Board of Directors .............................................18
Directors’ report ................................................20
Corporate governance report ...........................22
Statement of Directors’ responsibilities ...........25
Governance
Highlights .............................................................1
Chairman’s statement .........................................2
Overview
Strategic report
Our business overview ....................................... 4
Our business  .......................................................8
Chief Executive’s review ....................................10
Financial review .................................................12
Strategic report..................................................14
Financial statements
Independent auditor’s report ........................... 26
Consolidated income statement .......................27
Consolidated statement  
of comprehensive income .................................28
Consolidated statement of changes in equity ..29
Consolidated statement of financial position ...30
Consolidated statement of cash flows .............32
Notes to the consolidated  
financial statements ..........................................33
Independent auditor’s report ............................60
Company balance sheet ...................................61
Notes to the Company financial statements ....62
Notice of Annual General Meeting ....................64
Corporate directory .........................................IBC
Shareholder information ..................................IBC
Additional information Overview
Highlights
Financial highlights
Strategic highlights
Broadening reach of addressable market in Japan and South Korea with acquisition of Geoplan
Customer bookings in the year up 32.1% to £32.5 million, including multi-year contracts
Order book up 75.5% year on year to £17.9 million as at 31 December 2013 and continues 
to provide good revenue visibility
Appointment as Google enterprise partner
1
Operational highlights
Product certification granted in Japan and South Korea enabling deployment of RTLI solutions
Significant orders during the period from leading European telecoms network operator, 
the largest US agricultural manufacturer, a top-five US telecoms operator and a leading 
US energy utility
All three German automotive groups deploying Ubisense Smart Factory System in a step 
and repeat cycle
Robert Parker appointed Chief Financial Officer on 10 February 2014
*  Measured as operating profit excluding depreciation, amortisation, share-based payments charge and 
non-recurring costs such as reorganisation costs, AIM listing expenses and acquisition costs.
**  Earnings measured as profit for the period excluding amortisation on acquired intangible assets, share-based 
payments charge and non-recurring exceptional items such as acquisition and reorganisation costs.
£27.0m
Group revenue
2012: £24.3m
26.5%
Recurring revenues
2012: 25.1%
£1.1m
Adjusted EBITDA*
2012: £1.2m
£4.0m
2012: £3.2m
Product development
£4.0m
2012: £2.7m
Cash and cash equivalents
£5.0m
Bank facility
£3.5m drawn
Ubisense Group Plc Annual Report 2013
£17.9m
+75.5%
Order book
£32.5m
Customer bookings
+32.1% Ubisense Group Plc Annual Report 2013 2
The necessary investments and efforts we have made 
have allowed Ubisense to experience solid growth 
through major new strategic client wins, as the use of 
real-time location intelligence solutions is becoming 
increasingly widespread through many industries.
The necessary investments and progress we 
have made have allowed Ubisense to experience 
solid growth through major new strategic client 
wins, as the use of real-time location intelligence 
solutions is becoming increasingly widespread 
through many industries. Our year-end order 
book is up 75.5% year on year to £17.9 million 
– a significant achievement – and this continues 
to provide us with good revenue visibility 
going forward.
We have also delivered excellent progress 
and further market traction in the conversion 
of our consulting services customers into 
RTLI solutions customers. Our market-leading 
RTLI solutions offering is benefiting from the 
acceleration in enterprise acceptance as it allows 
customers across high-value manufacturing, 
utility and telecommunication sectors to achieve 
substantial improvements in efficiency and cost 
savings. Our reputation with all our customers 
continues to be one of value, reliability and 
exceptional service.
Our aim is to deliver a single enterprise location 
intelligence platform to address all of our customer 
base and target markets.
Current trading and outlook
In the period since the year end, trading has 
been in line with the Board’s expectations. 
Ubisense has entered 2014 with increasing 
momentum in the business and we are 
extremely well positioned to capitalise 
on the opportunities we see.
Introduction
2013 was a busy year for the Group, driving 
forward our aim to be synonymous with enterprise 
location intelligence. We have seen significant 
developments in our strategy to transform 
our business to a single Real-time Location 
Intelligence (RTLI) solution, fully leveraging 
our product IP across our customer base. 
To strengthen this further and expand our 
global footprint, on 3 December 2013 we 
completed the acquisition of the Geoplan 
Interworks K.K. (“Geoplan”) group of companies.
We are still in the early stages of the integration 
process but I am delighted with the progress to 
date and am excited by the potential we see in 
Asia over the next few years.
Overview
Group revenue increased by 11.2% to 
£27.0 million and we achieved an adjusted 
EBITDA of £1.1 million. The Group’s gross profit 
was £9.2 million, representing a gross margin 
of 34.2%. The Group has a robust balance 
sheet with net assets of £19.4 million, including 
cash and cash equivalents of £4.0 million.
During 2013 we experienced continued 
momentum across the business as we migrated 
to an RTLI solutions focused business, through 
the strengthening of key customer relationships, 
acquisition of new customers, improved market 
reach and our approach to product management. 
We have also ensured that our resources are 
fully focused on delivering our leading location 
intelligence technology for markets where 
we add the most value.
Chairman’s statement
 
Our aim is to deliver a 
single enterprise location 
intelligence platform to 
address all our customer 
base and target markets Overview
Ubisense Group Plc Annual Report 2013 3
 
Our market-leading RTLI solutions offering is benefiting 
from the acceleration in enterprise acceptance as it 
allows customers across high-value manufacturing, 
utility and telecommunication sectors to achieve 
substantial improvements in efficiency and cost savings.”
We will continue to pursue growth both 
organically and through acquisitions that 
align with our strategic objectives, enhance 
our offering and deliver value for our shareholders. 
Although the world economic recovery is 
still in an early stage, we are able to provide 
market-leading innovative solutions for our 
customers and we begin 2014 with a robust 
order book and pipeline which gives us 
confidence for the future. 
Conclusion
On behalf of the Board, I would like to thank 
our customers, partners and employees for 
their support in making 2013 such a strong 
year for the Ubisense Group. I look ahead 
with confidence for the 2014 financial year.
Andy Hopper, CBE
Chairman
24 March 2014 Continuous 
monitoring 
of progress
Benefit: real-time assessment of 
operational delay when progress 
deviates from plan, supporting WIP 
re-planning across sites.
Ubisense Group Plc Annual Report 2013 4
Problem 
Across the major A380 assembly 
factories, the tracking and reporting 
of status of the industrial process was 
done via various paper-based processes. 
Central management received data from 
different sources, which provided various 
views of the operational status. To ensure 
components arrive at the final assembly 
line at the right times from the distributed 
plants an improved process tracking 
system was required.
Solution 
By precisely tracking Ubisense tags on 
components, the Smart Factory System 
provides Airbus with real-time work in 
progress monitoring. This includes 
accurate tracking of actual progress per 
component, a real-time visual display of 
component locations and synchronised 
information for the components of every 
single aircraft. Instantaneous alerts are 
given when process deviations occur, 
including missed steps and exceeded 
step cycle times.
Result 
Automatic work in progress (WIP) 
monitoring of components has reduced 
delays in reporting. The ability to identify 
the quantity of WIP and to impact 
assessment of operational delays 
across plants has improved.
Reliability
Our business overview
  Strategic report
Replace manual 
methods of 
network design
Benefit: rapidly deliver high-value 
services to existing and new customers.
Ubisense Group Plc Annual Report 2013 5
Problem 
One of the most prevalent challenges 
faced by telecommunications operators 
today is how to roll out new network 
technologies required to deliver high 
bandwidth services to their enterprise 
and residential customers in an 
expedited and cost-effective manner 
to remain competitive.
Solution 
Building on many years supplying support 
and software consultancy services for 
Swisscom’s manual planning engineering 
and inventory tool, Ubisense delivered new 
design automation tools for Swisscom 
to trial.
Result 
The Proof of Concept was a complete 
success. Ubisense and Swisscom are 
now taking the design solution into 
production as a key component of the 
new fibre rollout plan that started at the 
end of 2013. Swisscom will be able to 
roll out FTTS to deliver high bandwidth 
services to existing and new customers, 
and Swisscom customers will benefit by 
being able to watch IPTV on multiple 
devices in parallel, including 3D and 
UHD (4k) content.
Automation Automate  
error-proofing for 
critical assembly 
operations
Benefit: reduction in defects on 
safety-critical tightening operations 
during vehicle assembly.
Ubisense Group Plc Annual Report 2013 6
Problem 
Because multiple vehicle models are 
produced on the same assembly line, 
power tool settings must be constantly 
adapted for the specific model entering 
a work station. Previously, to load the 
specific tool settings a vehicle’s VIN was 
identified via a barcode scan upon entry 
to a work station. Manual barcode scans 
for VIN identification were taking up to 
six seconds per tool operation across 
150 tool stations for 1,100 cars per day.
Solution 
By precisely tracking Ubisense tags on 
vehicles and tools, the system provides 
BMW with efficient and reliable tool 
control through automatic identification 
of a vehicles VIN, eliminating the barcode 
scans and automatically loading tool 
programs and torque settings for each 
vehicle identified.
Result 
Real-time, automatic tool control has 
reduced non-value added work across 
the assembly line and contributes to error 
prevention. Hundreds of hours per day 
have been saved due to the elimination 
of manual barcode scans.
Quality
Our business overview continued
  Strategic report
Demonstrate 
conformance to 
safety standards
Benefit: automate surveying 
underground gas network and facilities, 
automatically tracking progress and 
storing data as auditable records to 
demonstrate compliance with standards.
Ubisense Group Plc Annual Report 2013 7
Problem 
For a time, UGI Utilities used an 
electronic system to track its gas leak 
surveys across distribution system of 
approximately 12,000 miles of gas mains, 
until the company encountered a database 
replication issue. This issue forced UGI 
to revert back to a paper-based system, 
the process still used by most natural 
gas utilities. 
UGI needed an online survey tracking 
system with geospatial mapping 
capabilities that would not only detect 
natural gas leaks but also track the 
progress of the leak surveyors against 
the gas mains as mapped in a 
geographic information system (GIS).
Solution 
Ubisense provided UGI executives with 
a demonstration of VeroTrack, a gas leak 
detection system that highlights facilities 
surveyed and records gas readings 
automatically, eliminating the need to 
highlight paper maps and manually 
enter data. VeroTrack records gas 
detector readings and GPS coordinates 
automatically, and integrates with a GIS 
to create standardised reports and 
auditable records.
Result 
As a result of the Ubisense deployment, 
UGI’s productivity has increased 
dramatically. Instead of surveying for 
seven hours and reporting for one, field 
surveyors are able to survey for the full 
eight hours and cover more ground.
Compliance Our business 
Ubisense Group Plc Annual Report 2013 8
Ubisense is a market leader in enterprise 
location intelligence solutions that enable 
companies to improve their critical business 
processes. Ubisense solutions bring clarity 
to complex operations for improved 
situational awareness and automation to 
improve quality and reliability at lower cost. 
Ubisense products are used by blue-chip 
customers around the world.
Founded in 2002, Ubisense is a public 
company (AIM:UBI) with over 240 staff 
worldwide serving 500 customers in 
50 countries. Ubisense is headquartered 
in Cambridge, UK, with offices in the 
US, Canada, France, Germany, Japan, 
S. Korea, the Philippines and Singapore.
240 500 50
Staff worldwide serving... customers in... countries Strategic report
 
Ubisense Group Plc Annual Report 2013 9
Our product offerings 
enable businesses across the  
high-value manufacturing, utility 
and telecommunications sectors to 
reduce costs and make significant 
improvements in efficiency.
Ubisense products are used by over 
40 telecoms network operators worldwide, 
providing business location intelligence for 
greater operational visibility. Our products 
fuse their enterprise system data with 
operational data for anytime, anywhere 
access to their critical, location-based 
data, making it easily accessible to anyone 
within their organisation. Ubisense products 
provide situational awareness and more 
effective process support facilitated by this 
greater operational visibility. Telecom and 
cable network operators are able to address 
issues faster and to deliver a better customer 
experience to their end users.
Utilities supply and distribution network 
operators need to gather, process, maintain 
and keep up to date huge amounts network 
asset data. This enables them to meet 
customer satisfaction, commercial, health 
and safety, sustainability, and regulatory 
requirements. Ubisense offers the 
electricity, gas and water supply industries a 
range of cost-effective, user-friendly 
software solutions that add business 
location intelligence to their network asset 
management processes, providing many 
business benefits.
Telecommunications
»
Utilities
»
Manufacturers are striving to optimise their 
businesses using lean production 
techniques. The intelligent production 
systems underpinning these processes 
require real-time location intelligence about 
the movement of product and assets 
during the production steps. Ubisense 
Smart Factory products are used to 
construct a digital analogue of our 
customer’s factories. A Smart Factory 
model contains both the physical factory 
spaces; assets, stations and products and 
the logical arrangement of the factory; 
process logic, inter-step dependencies 
and business rules. The result is a real-time 
dynamic 3D simulation of all critical 
manufacturing processes that enables 
Smart Factory to monitor, automate and 
optimise manufacturing operations.
Manufacturing
Our markets
Ubisense enterprise location intelligence products 
provide visualisation and control of complex processes. 
Applying them results in improved decision making, 
improved quality and improved throughput.
Enterprise location 
intelligence
By pin-pointing in space and time the precise 
positions and status of a customer’s assets, 
be they tools and products in a manufacturing 
assembly facility or equipment and cables in 
a distribution network, we can transform the 
efficiency of their processes – and therefore 
the profitability of their business.
 
Our products gather real-time data from a 
variety of sources, including our own sensor 
networks, existing monitoring systems, 
enterprise information systems and cloud 
based systems. Our applications provide 
the business logic to improve the customer 
processes, updating information systems, 
control systems and mobile devices 
in real-time.
»
1
Solutions
Revenues driven from the Ubisense 
software product suites (Smart Factory, 
myWorld, Verotrack and Ubisense RTLS 
hardware), technical expertise and exclusive 
reseller arrangements. A solution sale will 
include a mixture of application software 
(licences in perpetuity and term-based), 
hardware, installation and commissioning 
services, and maintenance and support. 
Margins in any given period will vary 
depending upon the make-up and phase 
of the given set of Solutions being delivered. 
The Company sees this revenue stream as 
critical to driving the long term growth and 
profitability of the business.
2
Services
Revenues not involving the Ubisense 
product suites as defined above. These 
revenues are typically multi-year managed 
services contracts, consultancy and training. 
The Company generally has good visibility 
on future revenue from Services and believes 
it is critical to driving customer loyalty and 
providing a customer base into which it 
can sell its Solutions. Ubisense Group Plc Annual Report 2013 10
Our value proposition is, and remains, our main 
growth driver as customers are seeing clear return 
on investment from increased operational efficiencies 
and reduced costs in their operations.
Business observations:
 » We continue to see location as a key 
asset attribute for many critical business 
processes and the focal point for integration 
of enterprise data.
 » In our telecoms and utility markets, new 
mobile-based capabilities are realising 
business opportunities for software products 
in field operations, where real-time data 
access and updates demonstrate improved 
business efficiency for the mobile workforce.
 » In our manufacturing markets, we see 
opportunities to penetrate upstream 
and downstream around initial points 
of deployment as customers recognise 
the value of location.
Our value proposition is, and remains, our 
main growth driver as customers are seeing 
clear return on investment from increased 
operational efficiencies and reduced costs 
in their operations.
Customer momentum
In the year, the growth momentum in our 
Solutions business continued, as we extended 
our product sales into our existing client base 
and leveraged these existing relationships. 
Our focus remained on our priority markets in 
high-value manufacturing and network operators, 
where we delivered year-on-year growth in 
revenues of 18%. Our RTLI solutions have 
strengthened our customer relationships as we 
continue to innovate and offer a growing range 
of applications to support their drive towards 
end-to-end location intelligence solutions 
across their whole business.
Ubisense products and solutions have now 
been installed in eight out of the top 15 auto 
manufacturers and we continue to penetrate 
the global automotive market with installations 
at more new plants in North America, Europe 
and South Korea. Crucially, in the year, our 
RTLS solution was authorised for certification 
for sale into Japan which, along with the 
Chief Executive’s review
 
Overview
The Group made exceptional progress in 2013, 
delivering on our stated strategy. In the year, 
we decided to bring together all of our leading 
location-based technologies into one converged 
offering in order to meet the increasing demands 
of our customers. Our single RTLI business 
allows the Company to benefit from the 
emerging trends of smart devices and the 
growth in cloud technologies.
The implementation of this strategy has 
allowed us to achieve pleasing growth in the 
year. We experienced growing awareness and 
increased deployment with a number of large 
manufacturers and network operators.
Our strategic objectives are as follows:
 » continue to evolve as a solutions-based 
business with a services capability, 
developing IP licensed on perpetual 
or term basis to customers;
 » develop additional software licence offerings 
for specific business problems that deliver 
ROI to customers and represent upsell 
opportunities and additional maintenance 
and support revenue;
 » focus direct business on manufacturing, 
telecoms and utility enterprises – particularly 
automotive manufacturing, cable television 
and triple play operators as well as gas and 
electric utilities;
 » drive step and repeat business in automotive 
manufacturing across new site locations 
where we have demonstrated business 
value in initial deployments;
 » use channel partners to reach other vertical 
markets at low cost of sale with specific 
domain know-how and market access; and
 » continue to innovate and provide a 
rewarding work environment to attract 
and retain talented staff.
Implementing intelligent 
concepts through the 
development of unique 
IP is core to our 
product offering Strategic report
Ubisense Group Plc Annual Report 2013 11
 
We continue to look for acquisition opportunities 
to enhance our market penetration, geographical 
footprint and product portfolio.”
Additionally we have focused on integration 
with other enterprise system platforms such 
as SAP, and this makes for more effective 
deployment for our customers as integration 
timescales and costs are much lower.
Conclusion
By continuing to invest in our product suite 
and working in close co-operation with our 
customers we have established a strong 
platform for growth and are in a good position 
to build on our successes. We look forward 
to the future with confidence.
Richard Green
Chief Executive Officer
24 March 2014
Strategic partnerships
Substantial progress was achieved with our 
strategic partners Atlas Copco, Google and our 
partnership with the Daifuku Corporation in Japan.
We remain committed to developing 
partnerships that deliver differentiated 
value propositions, leveraging each other’s 
expertise and relationships to provide 
substantial benefit for our joint customers.
Products
Implementing intelligent concepts through 
the development of unique IP is core to our 
product offering and differentiates us from 
our competitors. We continue to invest heavily 
in research and development as well as extending 
our collaboration with university and research 
institute partners.
We have continued with the consolidation 
of current products into more market focused 
application suites such as Smart Factory, our 
flagship, end-to-end manufacturing solution. 
Feedback has been very positive and we are 
ultimately moving to a single enterprise location 
intelligence platform to address all our 
customers’ requirements.
development of the Smart Warehouse System 
by Daifuku for its large customer base, has 
opened up a large number of new opportunities 
and potential new customers.
During the year, we saw repeat orders from our 
existing customer base and won several new 
solutions contracts including major strategic wins 
at customers such as VW, Honda and Toyota 
and we have extended our installations at existing 
customers including Airbus, Aston Martin, 
BMW, Cummins, Daimler and John Deere.
We continue to deliver into telecoms and utility 
network operators, servicing both existing and 
new customers. We remain committed to this 
customer base and strongly believe that we will 
be able to further sell our enhanced RTLI solutions 
to them as a trusted supplier. We are pleased 
to report new customer wins with Swisscom, 
Central Hudson, Piedmont Gas and Kepco.
Acquisitions
Geoplan was acquired for a maximum 
consideration of £3.4 million, with initial 
consideration of £2.3 million and £1.1 million 
being deferred. Of the initial consideration, 
£0.6 million consists of cash and the remainder 
Ubisense shares. Of the deferred consideration, 
£0.2 million has been paid as at 24 March 2014.
The acquisition of Geoplan contributed £0.7 million 
to revenues in the year. We are integrating the 
company into our existing business and 
operations are being consolidated, providing 
us with cross-selling opportunities and a strong 
presence in Japan to open up the manufacturing 
market there. We are delighted with the progress 
we have made so far in both Japan and South 
Korea and will look to take advantage of the 
vast opportunities this acquisition has brought 
to us across Asia.
We continue to look for acquisition opportunities 
to enhance our market penetration, geographical 
footprint and product portfolio. Ubisense Group Plc Annual Report 2013 12
As a result of the record customer orders in the 
period, the order book as at 31 December 2013 
stood at £17.9 million – a 75.5% increase  
year-on-year.
 » Services – revenues not involving the Ubisense 
product suites as defined above. These 
revenues are typically multi-year managed 
services contracts, consultancy and training. 
The Company generally has good visibility 
on future revenue from Services and believes 
it is critical to driving customer loyalty and 
providing a customer base into which it can 
sell its solutions.
Total revenues grew by 11.2% to £27.0 million 
(2012: £24.3 million). Of the total revenue for 2013, 
an incremental £0.7 million was contributed by 
the Geoplan acquisition made at the beginning 
of December 2013. Excluding Geoplan, organic 
revenue increased by 8.2% to £26.3 million.
Solutions revenue grew by 6.7% to £13.4 million 
(2012: £12.5 million). Services revenue grew 
by 15.9% to £13.6 million (2012: £11.8 million) 
primarily as a result of large contract wins in the 
US in the utility and telecoms markets. Recurring 
revenues, comprising managed services and 
maintenance and support, grew to £7.2 million 
(2012: £6.1 million) or 26.5% of total revenues 
(2012: 25.1%) as the installed base of products 
increases and more customers adopt our 
managed services offering.
The majority of our revenues relate to a small 
number of large deals, the timing of which is not 
solely within our control, and each can carry a 
significant impact on our results in any single 
reporting period.
Gross margin
The gross margin reduced from 39.5% to 34.2% 
in 2013. This was the result of a number of factors: 
(i) an increase in Services revenue in the revenue 
mix, (ii) within those Services revenues a greater 
proportion was derived from lower margin data 
cleansing services which will ultimately allow us 
greater access to sell our solutions as a trusted 
partner, and (iii) our Solutions revenues, which are 
generally higher margin, were in part delivered 
using contractors to fill delivery capacity which 
has a direct impact on the margin.
Orders
2013 saw a number of major new contract 
awards and extensions to existing contracts, 
resulting in record new orders for the period 
of £32.5 million (2012: £24.6 million) including 
a number of multi-year managed services deals. 
£31.5 million of these orders were organic.
As a result of the record customer orders in the 
period, the order book as at 31 December 2013 
stood at £17.9 million (2012: £10.2 million) – a 
75.5% increase year on year. £14.7 million of the 
order book comes from the organic business. 
This continues the trend of an increasing order 
book and gives the Company good visibility on 
revenues into 2014 and beyond.
Revenue
At the start of 2013, Ubisense reorganised into 
a single Real-time Location Intelligence (RTLI) 
business integrating all our leading location-based 
technologies driving to a single platform which we 
are increasingly converging. The RTLI strategy is 
outlined further in the Strategic Report. While we 
market, organise and report a single offering, 
Ubisense has two revenue streams which 
are serviced by a common cost base:
 » Solutions – revenues driven from the Ubisense 
product suites (Smart Factory System, 
netSolutions, netPlanning, myWorld, Verotrack), 
technical expertise and exclusive reseller 
arrangements. A Solution sale will include a 
mixture of application software (licences in 
perpetuity and subscription based), installation 
and commissioning services, hardware and 
maintenance and support. Margins in any given 
period will vary depending upon the make-up 
and phase of the given set of solutions being 
delivered. The Company sees this revenue 
stream as critical to driving the long-term 
growth and profitability of the business.
Financial review
 
The Group has a robust 
balance sheet with net 
assets of £19.4 million Strategic report
Ubisense Group Plc Annual Report 2013 13
 
Operating expenses
Operating expenses of £10.9 million 
(2012: £10.4 million) increased by 4.8% 
year on year. Operating expenses includes 
sales and marketing, product marketing, 
product development, general and administration 
and foreign exchange. Gross expenditure 
on product development increased 26% to 
£4.0 million (2012: £3.2 million) reflecting 
increased investment in our flagship Smart 
Factory and myWorld products. Capitalised 
product development costs at £3.0 million 
(2012: £1.8 million) represented 76% 
(2012: 58%) of gross development spend whilst 
amortisation of the capitalised development 
costs was £1.2 million (2012: £0.9 million).
The Group incurred exceptional items of 
£0.8million, of which £0.7 million related 
to strategic Asia Pacific market entry costs 
comprising £0.5 million acquisition costs relating 
to Geoplan and £0.2 million relating to product 
certification costs in Japan and South Korea 
and the termination of our previous agent 
network in the region.
In addition, the Group incurred £0.1 million 
of costs, mainly comprising professional fees, 
in connection with an acquisition which did 
not proceed. The Board continues to evaluate 
suitable acquisition opportunities to enhance 
its geographical footprint, product offerings, 
delivery capacity and customer base.
EBITDA and operating profit
Group adjusted EBITDA for the period was 
£1.1 million (2012: £1.2 million). To provide a 
better guide to underlying business performance 
adjusted EBITDA excludes share-based 
payment charges and exceptional items along 
with depreciation, amortisation, interest and 
tax from the measure of profit.
Both the operating loss of £1.6 million 
(2012: £0.8 million) and loss before tax 
of £1.7 million (2012: £0.7 million) include 
amortisation and depreciation charges of 
Cash and cash equivalents held in the balance 
sheet at 31 December 2013 were £4.0 million 
(31 December 2012: £2.7 million). With the 
bank loan outstanding of £3.5 million, net 
funds at 31 December 2013 were £0.5 million 
(31 December 2012: £2.7 million).
The main components to the gross 
cash increase of £1.3 million for the year 
(2012: £3.3 million decrease) were operating cash 
outflow of £0.8 million (2012: £0.8 million outflow), 
the cash consideration paid for Geoplan of 
£0.7 million in December 2013 (2012: £0.4 million 
outflow on prior acquisitions), the cash acquired 
with Geoplan of £2.5 million, capital investment 
in plant and equipment and intangibles 
including product development of £3.2 million 
(2012: £2.3 million) and the receipt of the new 
bank loan of £3.5 million (2012: £nil).
Capital structure
The issued share capital at 31 December 2013 
was 23,079,146 (December 2012: 21,919,744) 
ordinary shares of £0.02 each. The increase 
of 1,159,402 shares related to 759,809 shares 
issued as part of the consideration of acquiring 
Geoplan and 399,593 shares as a result of 
share option exercises by employees. In addition, 
421,500 share options were granted to employees 
on 19 April 2013 at an exercise price of £2.055, 
being the share price at the time. The total 
number of unexercised share options at 
31 December 2013 was 2,023,180.
Robert Parker
Chief Financial Officer
24 March 2014
£1.9 million (2012: £1.4 million) which have 
increased as a result of the increased amortisation 
of capitalised product development costs, as 
well as the exceptional items noted above of 
£0.8 million (2012: £0.4 million).
Interest and tax
Net interest payable for the period was 
£0.1 million (2012: £nil) as a result of drawing 
down on our HSBC bank loan. 
The Group has a net tax expense of £0.2 million 
(2012: £0.1 million income), almost entirely a 
result of non-cash deferred tax on capitalised 
development costs and acquired intangible 
assets. Management’s best estimate of the 
effective current tax rate is nil due to the 
availability of prior years’ losses. The Group 
has substantial tax losses carried forward 
and expects to benefit from the Patent Box 
tax regime being introduced in the UK.
EPS and dividend
Adjusted diluted loss per share was 3.5p 
(2012: 0.5p earnings). Reported basic and 
diluted loss per share was 8.9p (2012: 2.8p). 
The Board does not feel it appropriate at this 
time to commence paying dividends.
Balance sheet, 
cash and cash flow
The Group has a robust balance sheet with 
net assets at 31 December 2013 of £19.4 million 
(31 December 2012: £18.9 million).
In August 2013, the Group agreed a 
£5.0 million three-year loan to provide 
future working capital replacing the previous 
£2.0 million facility negotiated in 2012 and 
drawn down in 2013. £3.5 million of the new 
loan was drawn as at 31 December 2013 
(2012: £nil) of which £2.0 million was used 
to repay the original facility. Ubisense Group Plc Annual Report 2013 14
As the Company’s products become more generally 
accepted across its chosen industries, Ubisense expects 
to penetrate deeper into its customer base to deploy 
multiple applications in each site.
With the business reorganised, the strategy 
of the Group is to: 
 » continue to evolve as a Solutions-based 
business with Services capability;
 » develop next-generation applications that 
deliver ROI to customers;
 » focus direct business on manufacturing, 
telecoms and utility enterprises;
 » drive step and repeat business in automotive 
manufacturing across new site locations;
 » use channel partners to reach other vertical 
markets at low cost of sale; and
 » continue to innovate and provide a 
rewarding work environment to attract 
and retain talented staff.
Business review and 
future developments
Business development
A significant increase in customer bookings, 
over 30% year on year, validates our new strategy 
focused on real-time location intelligence and the 
investment we have made in our next-generation 
platforms and sales and marketing infrastructure.
Considerable effort and investment in key strategic 
accounts in both Europe and North America 
has resulted in Ubisense securing contracts 
with three major manufacturing customers with 
global presence and reach which will result in 
lower cost of sales and increased profitability 
going forward. Furthermore, the Group now 
has relationships with all three German auto 
manufacturers and is targeting repeat orders 
across these groups in the coming months.
It is still too early to see the momentum of our 
increased solution sales being reflected in the 
Group accounts, but on a regional basis we 
can start to see the delivery of our strategy. 
Strategy and business model
Ubisense is a market leader in real-time 
location intelligence solutions which enable 
companies to optimise their business 
processes. By keeping track of key assets, 
Ubisense solutions bring clarity to complex 
location-based operations that facilitate 
improved human decision making whilst also 
improving quality, efficiency and reliability. 
Ubisense Real-time Location Intelligence 
Solutions are used by a number of blue-chip 
customers across the world, such as AGCO, 
Airbus, Aston Martin, BMW, Cablevision, 
Daimler, Deutsche Telekom, Duke Energy, 
John Deere, MINI and VW. 
Ubisense is headquartered in Cambridge, UK, 
with offices in the US, Canada, France, 
Germany, Japan, South Korea, the Philippines 
and Singapore. 
In recent years, there has been a significant 
demand from customers requiring a single 
solution which combines indoor and outdoor 
components as well as dynamic and static 
data. This overlap of our traditional Geospatial 
and RTLS businesses enabled us to integrate 
both divisions into a single Real-time Location 
Intelligence (RTLI) business that brings together 
all of our leading location-based technologies. 
The enterprise acceptance of our RTLI 
solutions has been accelerated by several 
factors such as the consumerisation of maps 
led by Google, the proliferation of smart 
devices and the growth in cloud technologies. 
Ubisense’s software products and services 
capability benefits from these trends, enabling 
enterprises across the high-value manufacturing, 
utility and telecommunications sectors to 
deliver significant improvements in efficiency 
and cost savings. This also opens up new, 
adjacent markets for Ubisense. 
Ubisense expects repeat 
business to have a more 
profitable product mix and 
a lower cost of sale which 
ultimately will drive up 
margins and profitability
Strategic report
  Strategic report
Ubisense Group Plc Annual Report 2013 15
A significant increase in customer bookings, 
over 30% year-on-year, validates our new strategy 
focused on real-time location intelligence and the 
investment we have made in our next-generation 
platforms and sales and marketing infrastructure.”
Principal risks  
and uncertainties
The Group faces competitive and strategic risks 
that are inherent in a rapidly growing emerging 
market. The Board of the Company and the 
Executive Management Team review strategy 
and risks to the business regularly. Where 
possible, processes are in place to monitor 
and mitigate the identified risks.
The key business risks affecting the Group are 
set out below:
Technological risks
The Group operates in an industry where 
competitive advantage is heavily dependent 
on technology. It is possible that technological 
development may reduce the importance of 
the Group’s function in the market or render 
the patents on which it relies redundant. For 
instance, the Group’s real-time location systems 
rely on ultra-wideband radio signals to operate. 
Key performance indicators
The primary financial key performance 
indicator for the Group is adjusted EBITDA, 
on which it reports monthly. Adjusted EBITDA 
for the year was £1.1 million (2012: £1.2 million). 
The Group also monitors the order pipeline 
and cash balances. At the close of the year the 
outstanding order book totalled 69% of annual 
sales (2012: 47%). The closing cash balance for 
the Group was £4.0 million (2012: £2.7 million). 
Having regularly reviewed the KPIs in respect 
of changes within periods and changes between 
reporting periods the Directors believe that the 
Group has made satisfactory progress against 
the KPIs, especially the order pipeline, compared 
to budget.
Financial instruments
Information on both the Group’s financial risk 
management objectives and the Group’s policies 
on exposure to relevant risks in respect of financial 
instruments are set out in note 27 of the 
consolidated financial statements.
Our European business shows the acceleration 
of Solutions revenues over Services and resultant 
increase in margins and profits whilst the Americas 
business is still transitioning and we look forward 
to the acceleration of its solutions revenues 
this year.
In our telecommunications and utility markets, 
new mobile technologies, embodied in our 
myWorld product, have opened up new business 
opportunities for our software products in 
real-time operational use, not traditionally an 
area of focus for us. Customer wins for the 
period included a leading European telecoms 
network operator, a top-five US telecoms 
operator and a leading US energy utility.
As the Company‘s products become more 
generally accepted across its chosen industries 
and markets, Ubisense expects to be able 
to penetrate deeper into its customer base 
to deploy multiple applications on each site. 
Its acquisition strategy aims to enhance the 
Company’s product portfolio, geographical 
reach and the ability to service its customers 
from a local office. The Company expects 
repeat business to have a more profitable 
product mix and a lower cost of sale which 
ultimately will drive up margins and profitability.
Partnerships
While our direct sales channel is receiving strong 
customer traction, our channel partners have 
also contributed to the strong customer bookings 
performance. Notably, we became an official 
enterprise partner of Google in the year. 
Our channel partner relationships have resulted 
in an increase in the number of pipeline deals. 
This gives us confidence in achieving our growth 
goals for 2014. Furthermore, developments 
with partners such as Daifuku in Asia Pacific 
have increased our optimism with regards to 
the opportunities to significantly increase the 
Company’s presence in this key market. Ubisense Group Plc Annual Report 2013 16
The Group continues to invest in R&D, spending 
£4.0 million in its R&D programmes in the year 
(2012: £3.2 million)
In the financial year to 31 December 2013 the 
Group’s ten largest customers accounted for 
60% of the Group’s revenue (2012: 67%), of 
which one customer accounted for in excess 
of 10% (2012: 2). The loss of a major customer 
could result in a decrease in Group revenues, 
margins and profitability.
In order to mitigate this risk, the Group has 
extensive sales and account management 
processes and procedures.
Contracts
Some of the Group’s commercial contracts 
include terms where revenues and/or invoicing 
are related to customer acceptance. 
The Group’s exposure under such contracts is 
review regularly by the Executive Management 
Team and the main Board.
Credit
The main credit risk is attributable to trade 
receivables owed by customers. As the majority 
of the Group’s customers are very large, 
blue-chip utilities, telecoms and manufacturing 
companies, the risk of non-payment tends to 
be less of a traditional credit nature and more 
related to customer satisfaction.
Credit exposure by customer is reviewed regularly 
by the Executive Management Team and the 
main Board with provision made for doubtful 
receivables when there are circumstance which, 
based on experience, are evidence of a likely 
reduction in the recoverability of the receivable.
Bank covenants
In August 2013, the Group agreed a 
£5.0 million loan facility with HSBC Bank plc 
to provide future working capital capacity. 
The loan is repayable in three years and the 
outstanding balance at 31 December 2013 
was £3.5 million.
The Group has in place appropriate 
incentivisation structures to attract and retain 
the calibre of employees necessary to ensure 
the efficient management and development 
of the Group.
Reliance on third parties, 
including manufacturers
The Group relies on third-party equipment 
manufacturers in the completion of its products 
and, therefore, does not always have complete 
control over the equipment and materials it 
requires to comply with its obligations under 
customer contracts. To the extent that the 
Group cannot acquire equipment or materials 
according to its plans and budgets, its ability 
to complete its work for its customers within 
the timetable laid down by the contract or at 
a profit may be impaired. If a manufacturer is 
unable to deliver the products for any reason, 
the Group may be required to purchase such 
equipment or materials from another source 
at a higher price. The resulting additional costs 
may be substantial and the Group may be in 
breach of its contracts with customers, which 
may result in a financial loss on a particular 
contract or a loss of business. In addition, any 
resulting failure to fulfil contracts with customers 
and other business partners may have an 
adverse effect on the Group’s future profitability 
and reputation. One key supplier supplies 
more than 75% hardware required annually 
by the Group.
In order to mitigate this risk, the Group closely 
manages and reviews its relationship with key 
suppliers on a regular basis.
Dependence on key customers
The Group is dependent on a number of key 
contracts and customer relationships for its 
current and future growth and development. 
Ubisense has strong customer relationships 
with considerable repeat business from a 
number of large international organisations. 
Principal risks 
and uncertainties continued
Technological risks continued
There is no guarantee that technological 
advances will not render systems based on 
ultra-wideband radio obsolete. The Group’s 
existing reference designs may become 
obsolete or may be superseded by new 
technologies or changes in customer 
requirements. The technology used in the 
Group’s products is still evolving and is highly 
complex and may change rapidly. 
In order to mitigate this risk, Ubisense invests 
in a range of research and development activities 
to maintain its competitive advantage and 
participates in industry and research forums in 
order to keep abreast of technological advances.
Growth management 
and acquisitions
The Directors believe that further expansion, 
either organic or via acquisition, will be required 
in the future to capitalise on the anticipated 
increase in demand for the Group’s solutions. 
The Group’s future success will depend, in 
part, on its ability to manage this anticipated 
expansion. Such expansion is expected to 
place demands on management, support 
functions, accounting, sales and marketing 
and other resources. If the Group is unable to 
manage its expansion effectively, its business 
and financial results could suffer.
In order to mitigate this risk, the Group undertakes 
extensive due diligence on acquisition targets 
and uses dedicated project teams to integrate 
acquisitions into the Group.
Staff recruitment and retention
The contribution made by Ubisense’s highly 
skilled and experienced staff is vital to the 
Group’s success. As the Group grows, it is 
important to recruit and retain staff.
Strategic report continued
  Strategic report
Ubisense Group Plc Annual Report 2013 17
The Group seeks wherever possible to 
minimise its impact on the environment for 
the benefit of its staff and the public at large. 
The Group is committed to complying with 
environmental regulations, in particular WEEE, 
and encourages and supports staff in waste 
recycling within its offices.
Approved by the Board of Directors and signed 
on behalf of the Board
Gordon Campbell
Company Secretary
24 March 2014
Registered number: 05589712
Employee policies
The Group is committed to following the 
applicable employment laws in each territory 
in which it operates. 
The Group is committed to ensuring that disabled 
persons, whether registered or not, have equal 
opportunities when applying for vacancies, 
with due regard to their aptitudes and abilities. 
In addition to complying with legislative 
requirements, procedures ensure that disabled 
employees are fairly treated and that their training 
and career development needs are carefully 
managed. For those employees becoming 
disabled during the course of their employment, 
every effort is made, whether through retraining 
or redeployment, to provide an opportunity for 
them to remain with the Group.
Health and safety and environment
The Group is committed to maintaining a safe 
and healthy working environment for all staff. 
To that end it provides appropriate training and 
supervision and complies with all applicable 
regulatory requirements.
The Group is required to meet certain financial 
criteria agreed as covenants for the bank loan. 
The financial measures are regularly reviewed 
against covenant requirements to ensure the 
Group’s obligations can be met. All covenants 
tests during the year were met and all tests for 
the forthcoming twelve months are forecast to 
be met based on our annual operating plan 
and our latest rolling forecast.
Research and development (R&D)
The Group continues to invest in R&D, 
spending £4.0 million in its R&D programmes 
in the year (2012: £3.2 million), of which 
£3.0 million (2012: £1.8 million) was capitalised. 
In the opinion of the Directors, these investments 
will maintain and generate significant revenues 
in future years.
Intellectual property
The Group owns intellectual property both in its 
software tools and the products derived from 
them. The Directors consider such properties 
to be of significant value to the business.
Employee involvement
The Group aims to attract, retain and 
motivate the best staff regardless of race, 
religion, sexual orientation, age or disability. 
To that end it is committed to offering equal 
employment opportunities.
The Group provides its employees 
systematically with information on matters 
of concern to them and regularly consults 
its staff, or their representatives, for views 
on matters affecting them.
The Group encourages employee involvement 
in the Group’s performance by granting share 
options and Group performance related variable 
compensation, and ensures that employees 
are fully aware of financial and economic factors 
affecting the performance of the Group.
The Group is dependent on a number of key contracts 
and customer relationships for its current and future 
growth and development. Ubisense has strong customer 
relationships with considerable repeat business from 
a number of large international organisations.” Ubisense Group Plc Annual Report 2013 18
Board of Directors
 
Robert Parker
Chief Financial Officer   A R N
Robert is a Chartered Accountant with more than 
25 years’ experience in senior finance roles across 
multiple sectors. Most recently Robert was CFO of 
the Optitune Group, a Finnish cleantech company. 
Robert has held senior positions with Sumitomo 
Electric Europe Ltd, Eircom UK, National Grid, 
and Immedia.
Richard Green
Chief Executive Officer   N
Richard initially trained as a mechanical engineer 
and has over 25 years of experience in the software 
industry. After he had established Smallworld 
as one of the leading geographic information system 
companies serving utility and telecoms companies in 
Europe and the US, the company subsequently listed 
on NASDAQ in 1996 and was acquired by GE in 2000 
for $214 million. Richard was Ernst & Young UK’s 
Science and Technology Entrepreneur of the Year 
in 2010. Richard is a Fellow of the Institute of 
Mechanical Engineers and sits on the Institute of 
Mechanical Engineers Manufacturing Industries Board.
Professor Andrew Hopper CBE
Non-executive Chairman   A R N
Andy is one of the foremost leaders in the 
technology industry having co-founded twelve 
successful companies, including Acorn Computers 
Limited acquired by Olivetti; Virata, Inc. listed on 
NASDAQ; Adaptive Broadband Limited, acquired by 
California Microwave, Inc., Cambridge Broadband 
Limited; Level 5 Networks Limited; and RealVNC 
Limited. Andy is Professor of Computer Technology 
at the University of Cambridge and is currently Head 
of the University of Cambridge Computer Laboratory 
and a member of the University’s Council. Andy has 
worked on location systems for over 20 years. He 
was elected as a Fellow of the Royal Society in 2006 
and the Royal Academy of Engineering in 1996. 
Andy was made a CBE in 2007 for services to 
the computer industry.
Board Committee Membership
A – Audit Committee
R – Remuneration Committee
N – Nominations Committee Governance
Ubisense Group Plc Annual Report 2013 19
 
Dr Richard Newell
Non-executive Director   A N
Dick has spent over 45 years in the software industry 
in computer-aided design (CAD) and geographic 
information systems (GIS). He co-founded his first 
company, Cambridge Interactive Systems Limited 
(CIS) in 1977. CIS was part of what became known 
as “The Cambridge Phenomenon”. Dick was a 
co-founder of Smallworld in 1988. Dick was Chairman 
of both CIS and Smallworld. He was the original 
project manager of PDMS, a core product of AVEVA 
Group plc, and is also a Non-executive Director of 
UltraVision CLPL and Digital Spring Limited.
J Keith Lomas
Non-executive Director   A R N
Keith has more than 20 years’ senior management 
experience in both small and medium sized 
entrepreneurial and extensive multinational 
companies. Keith was appointed Managing Director 
of CLPL in 1996 and, after leading the successful 
acquisition of UltraVision International in 2003, 
Keith was appointed as President and CEO of the 
UltraVision CLPL group. The combined group is 
one of the largest independent manufacturers and 
suppliers of contact lenses in Europe. Prior to his 
involvement in the contact lens world, Keith was 
an investment banker at S.G. Warburg, Kleinwort 
Benson and Daiwa Europe. Keith is an active investor 
in other technology start-up companies. Keith accepted 
the Queen’s Award for Enterprise: Innovation 2006 
and 2010 on behalf of UltraVision CLPL.
Peter Harverson
Non-executive Director   R N
Peter has held a number of senior international sales 
and marketing roles in the IT industry. These included 
Regional Director, Intel Corporation and Vice President 
Europe, Cadence Design Systems. In 1995 he joined 
Sun Microsystems where he was responsible for the 
development of the company’s European Corporate 
Accounts programme. Subsequently he became 
Director of Services Sales – EMEA with a charter to 
develop new areas of business, including professional 
services. Peter retired from Sun Microsystems in 
December 2005. Most recently he was Non-executive 
Chairman of Aspex Semiconductors Limited, sold to 
Ericsson AB in July 2012. Currently, Peter is a 
Non-executive Director of Brady plc , CRFS Limited, 
and Chairman of eoSemi Limited. Peter is also an 
advisor to Cambridge IP Limited.
Dr Robert Sansom
Non-executive Director   R N
An active angel investor and mentor to start-ups, Robert 
is founder of the Cambridge Angels, a group of seasoned 
technology and bio-technology entrepreneurs who 
invest in and mentor technology start-ups in the 
Cambridge area. Previously, Robert was co-founder, 
CTO and Director of FORE Systems, Inc, a leading 
provider of networking equipment. FORE was listed 
on NASDAQ in 1994 and subsequently acquired by 
Marconi for $4.5 billion in 1999. Additionally, Robert 
served as the Chief Technology Officer at Marconi in 
1999. Robert is a member of the Board of Directors 
of Cambridge Communications Systems Limited, 
CRFS Limited and Netronome Systems, Inc. He was 
elected as a Fellow of the Royal Academy of Engineering 
in 2010.
Paul Taylor
Non-executive Director   A R N
Paul is a Fellow of the Association of Chartered 
Certified Accountants. Paul joined AVEVA Group Plc 
in 1989 and was heavily involved in the flotation 
process and was responsible for UK accounting and 
for the development of AVEVA’s overseas subsidiaries 
including adherence to group standards. Between 
1998 and 2001, Paul was also UK Director of Human 
Resources and was appointed to the position of Finance 
Director and Company Secretary of AVEVA Group plc 
on 1 March 2001. Before joining AVEVA, Paul trained 
within the accountancy profession before moving to 
Philips Telecommunications (UK) where he was 
responsible for the management accounts of its 
Public Sectors division. Paul was a recipient of the 
FTSE250 Finance Director of the Year award and is 
also a Non-executive Director of Anite plc, Escher 
Group Holdings plc, Digital Barriers plc and KBC 
Advanced Technologies plc. Ubisense Group Plc Annual Report 2013 20
Directors’ report
 
Directors’ indemnity 
arrangements
The Group has made qualifying third-party 
indemnity provisions for the benefit of its 
Directors which were made during the year 
and remain in force at the date of this report.
The Group has purchased and maintained 
throughout the year Directors’ & officers’ 
liability insurance in respect of itself and 
its Directors.
Corporate governance
The Company’s statement on corporate 
governance can be found in the Corporate 
Governance Report on pages 22 to 24 of these 
financial statements. The Corporate Governance 
Report forms part of the Directors’ Report and 
is incorporated into it by cross-reference.
Post balance sheet events
There are no significant events since the 
balance sheet date.
Dividends
The Directors do not recommend payment 
of a dividend for the year (2012: £nil).
Auditors
A resolution to re-appoint Grant Thornton UK LLP 
as the Group’s auditors will be proposed at the 
forthcoming Annual General Meeting. 
In accordance with normal practice, the 
Directors will be authorised to determine 
the auditors’ remuneration.
Board changes 
In February 2014, after ten years at Ubisense, 
Gordon Campbell, Chief Financial Officer, notified 
the Board of his intention to step down from his 
role. Gordon Campbell has made a significant 
contribution to the growth and development of 
the Group, including listing on AIM, and this will 
continue in a new role responsible for mergers 
and acquisitions and post-acquisition integration.
On 10 February 2014, Robert Parker was 
appointed as CFO of Ubisense Group Plc. 
Robert Parker joins Ubisense from Optitune plc 
where he had been CFO since 2012. Robert 
Parker brings extensive experience in both 
the strategic development and operational 
management of high growth, multicultural 
businesses. He has a proven track record 
of driving organic growth, executing M&A 
and raising finance in both the private and 
public markets.
Directors’ interests – shares
Directors’ interests in the ordinary shares 
of Ubisense Group Plc, at 31 December 2013 
and 31 December 2012 are set out below:
There has been no change in the interests 
set out below between 31 December 2013 
and 24 March 2014.
Paul Taylor and Robert Parker hold no shares 
as at 24 March 2014.
Directors’ remuneration, 
share options and loans
Details of Directors’ remuneration, share 
options and loans are provided in note 7 
of the financial statements.
The Directors present their annual report 
on the affairs of the Group together with the 
audited financial statements for the year to 
31 December 2013. 
Incorporation and constitution
Ubisense Group Plc is domiciled in England 
and incorporated in England and Wales under 
company number 05589712. Ubisense Group 
Plc’s Articles of Association are available on 
the Group’s website at www.ubisense.net.
Capital structure
The Company has one class of ordinary share 
of 2p each which carries no right to fixed income. 
Each share carries the right to one vote at 
general meetings of the Company.
Details of the share capital of the Company, 
including shares issued during the year, can 
be found in note 21 of the consolidated 
financial statements. 
Directors
The Directors, who served throughout the year 
except as noted, were as follows:
G M Campbell (resigned 10 February 2014)
R T Green 
P G Harverson
Prof A Hopper
J K Lomas
R G Newell
R Sansom
P Taylor
R G Parker was appointed on 10 February 2014.
Substantial shareholdings
On 24 March 2014, the Company had been notified of the following significant interests in its ordinary share capital:
T otal holding
 Number
% of issued
 share capital
Robert Sansom 2,493,676 10.80%
Richard Green 1,619,289 7.02%
FIL Investment International 1,344,322 5.82%
NFU Mutual Investment Managers 1,155,000 5.00%
David Theriault 807,000 3.50%
Threadneedle Investments 805,939 3.49%
BlackRock Investment Management 793,495 3.44%
Unicorn Asset Management 786,800 3.41%
Ruffer LLP 729,115 3.16%
Amati Global Investors 715,691 3.10% Governance
Ubisense Group Plc Annual Report 2013 21
 
It is considered prudent and is widely accepted 
practice amongst quoted companies to maintain 
general authorities such as these so as to enable 
the Directors to take advantage of opportunities 
to develop the Company’s business.
Resolutions 6 and 7 also ensure that the 
Directors maintain sufficient authority to issue 
ordinary shares on the exercise of options 
that were granted by the Company prior to 
the Company’s admission to trading on AIM 
of the London Stock Exchange.
Resolution 6 provides for the general authority 
to allot and issue shares under Section 551 
of the Companies Act 2006 and resolution 7 
provides for the dis-application of the 
pre-emption provisions of Section 570 
of the Companies Act 2006.
Approved by the Board of Directors and signed 
on behalf of the Board
Gordon Campbell
Company Secretary
24 March 2014
Ubisense Group Plc
Registered number: 05589712
In addition, the Company’s Articles of 
Association require any Director who has 
been appointed to the Board since the date 
of the Company’s last Annual General Meeting, 
to retire from office and seek re-election at the 
AGM. Accordingly, Robert Parker, who was 
appointed to the Board on 10 February 2014, 
will retire and stand for re-election as a Director 
at the AGM.
Re-appointment and remuneration 
of auditors (resolution 5)
Resolution 5 proposes the re-appointment 
of Grant Thornton UK LLP as auditors of the 
Company and authorises the Directors to set 
the auditors’ remuneration.
Authority to issue new ordinary 
shares (resolutions 6 and 7)
The Company is seeking a general shareholder 
authority to authorise the Directors to allot and 
issue shares and/or grant rights to subscribe for 
or to convert any security into shares up to an 
aggregate nominal value of £166,791 (being the 
nominal value of approximately one-third of the 
current issued share capital of the Company). 
The Company is also seeking a limited 
authority to generally disapply pre-emption 
rights in relation to an issue of shares for cash. 
This limited authority is only being sought in 
respect of up to an aggregate nominal value of 
£75,055 (being the nominal value of approximately 
15% of the current issued share capital of the 
Company). Accordingly, the Directors will only 
be able to issue this smaller amount (and not 
the full amount referred to in the paragraph 
above) for cash unless, at the time of any issue 
of a larger amount, the Company’s then existing 
Shareholders are also given the opportunity to 
participate in such larger issue (subject to certain 
limited exclusions), pro rata to their respective 
holdings of ordinary shares.
Annual General Meeting
The Annual General Meeting of the Company is 
due to take place at the offices of FTI Consulting, 
200 Aldersgate, Aldersgate Street, London 
EC1A 4HD on 15 May 2014 at 1.00pm.
The resolutions to be proposed at the AGM 
are explained in detail below and are set out 
in full in the notice of Annual General Meeting 
which is set out on pages 64 to 68 of this 
document. Resolutions 1, 2, 3, 4, 5 and 6 are 
being proposed as ordinary resolutions (and 
therefore need the approval of a simple majority 
of those shareholders who are present and 
voting in person or by proxy at the AGM) and 
resolution 7 is being proposed as a special 
resolution (and therefore needs the approval 
of at least 75% of those shareholders who 
are present and voting in person or by proxy 
at the AGM).
Presentation of the Company’s 
annual accounts (resolution 1)
Resolution 1 deals with the adoption of the 
annual accounts for the financial year ended 
31 December 2013.
Re-election of directors 
(resolutions 2, 3 and 4)
The Company’s Articles of Association 
require that one-third (or the nearest number not 
exceeding one-third) of the Board retire and seek 
re-election at each Annual General Meeting.
At this meeting, Keith Lomas and 
Dr Robert Sansom will retire and stand for 
re-election as Directors. Having considered 
the performance of and contribution made 
by Keith Lomas and Robert Sansom, the 
Board remains satisfied that their performance 
continues to be effective and that they 
demonstrate commitment to the role and, 
as such, recommends their re-election.
2013
Number
2012
Number
Gordon Campbell 87,987 87,987
Richard Green 1,619,289 1,543,011
Peter Harverson 65,161 65,161
Andrew Hopper 225,000 225,000
J Keith Lomas 47,712 47,712
Richard Newell 643,354 643,354
Robert Sansom 2,493,676 2,493,676
Total 5,182,179 5,105,901 Ubisense Group Plc Annual Report 2013 22
Corporate governance report
 » approving and accepting all new committed 
funding facilities;
 » approving and accepting major changes 
in the capital structure of the Company;
 » reviewing and approving formal treasury 
policies relating to funding, liquidity, 
transactional foreign exchange and 
interest rate risk management;
 » reviewing the health and safety and 
environmental performance of the Company;
 » approving corporate acquisitions, mergers, 
divestments, joint ventures and major 
capital expenditure; and
 » receiving, reviewing and approving 
recommendations by the designated 
committee on matters related to audit, 
nominations and remuneration.
The Board is supplied with information in a 
timely manner and in a form and of a quality 
appropriate to enable it to discharge its duties. 
The Board has a policy to set out which matters 
are reserved for the decision of the Board and 
those to which the Executive Directors need not 
refer for approval. This policy also requires that 
all recommendations and decisions by a Board 
Committee are approved or ratified by the Board.
Board committees
The Board has established three committees: 
the Audit Committee, the Nomination Committee 
and the Remuneration Committee.
Non-executive Director is independent. Therefore, 
after detailed consideration, the Board has 
determined that Mr Taylor is the only independent 
Non-executive Director within the meaning 
of the Code.
The roles of Chairman and Chief Executive 
Officer are vested in separate individuals, 
each with clear allocation of accountability 
and responsibility. The Chairman has prime 
responsibility for running the Board and the 
Chief Executive Officer has executive 
responsibilities for the Group’s strategic 
development, operations and results. The 
structure of the Board and the integrity of each 
Director ensures that there is no one individual 
or group dominating the decision making process.
The role of the Board
The Board holds full meetings at least ten 
times per year, with attendance required in 
person whenever possible. The principal 
matters that it considers are as follows:
 » reviewing operating and 
financial performance;
 » ensuring that appropriate management 
development and succession plans are 
in place;
 » determining corporate strategy, including 
consideration and approval of the Company’s 
annual strategy review;
 » establishing dividend policy;
Although not required to do so by the AIM 
Listing Rules, the Directors have chosen to 
provide selected corporate governance 
disclosures with this report, which they 
consider to be valuable to the reader.
The Directors believe that effective corporate 
governance, appropriate to the Group considering 
its size and stage of development, will assist in the 
delivery of corporate strategy, the generation 
of shareholder value and the safeguarding of 
shareholders’ long-term interests. We do not 
comply with the UK Corporate Governance 
Code June 2012 (“the Code”). However, the 
Directors are committed, wherever it is 
reasonably practicable, to ensure that the 
Group is managed in accordance with the 
principles set out in the Code.
Composition of the Board
The Board comprises the Non-executive 
Chairman, five Non-executive Directors and 
two Executive Directors. Biographical details 
of all members of the Board are set out on 
pages 18 and 19.
Since the flotation of the Company in 2011, no 
equity-based incentives have been granted to 
Non-executive Directors and there are no such 
plans for any such grants in the future. At the 
end of the year, the only Non-executive Director 
with neither shares nor share options is Mr Taylor.
The holding of shares and share options by 
Non-executive Directors could, amongst other 
things, be relevant in determining whether a 
Summary of Board meeting attendance in 2013
The Board is expected to meet regularly on a formal basis ten times a year. 20 Board meetings were held in 2013. Attendance at the meetings was 
as follows:
Scheduled 
meetings
Additional 
meetings
Total meetings
attended
Gordon Campbell 10 (11) 8 (9) 18 (20)
Richard Green 11 (11) 9 (9) 20 (20)
Peter Harverson 11 (11) 9 (9) 20 (20)
Andrew Hopper 11 (11) 7 (9) 18 (20)
J Keith Lomas 10 (11) 8 (9) 18 (20)
Richard Newell 10 (11) 7 (9) 17 (20)
Robert Sansom 8 (11) 8 (9) 16 (20)
Paul Taylor 10 (11) 7 (9) 17 (20)
Figures in brackets denote the maximum number of meetings that could have been attended. Governance
Ubisense Group Plc Annual Report 2013 23
Summary of committee membership
Audit 
Committee
Nomination
 Committee
Remuneration
 Committee
Peter Harverson — Yes Chair
Andrew Hopper Observer Yes Observer
J Keith Lomas Yes Observer Yes
Richard Newell Yes Yes —
Robert Sansom — Chair Yes
Paul Taylor Chair Observer Yes
Gordon Campbell Observer Observer Observer
Richard Green — Observer —
Summary of committee meeting attendance
Audit 
Committee
Nomination 
Committee
Remuneration
Committee
Peter Harverson — 2 (2) 4 (4)
Andrew Hopper 1 (3) 2 (2) 1 (4)
J Keith Lomas 3 (3) 2 (2) 4 (4)
Richard Newell 3 (3) 2 (2) —
Robert Sansom — 2 (2) 4 (4)
Paul Taylor 3 (3) 2 (2) 3 (4)
Gordon Campbell 3 (3) 1 (2) 3 (4)
Richard Green — 2 (2) —
Figures in brackets denote the maximum number of meetings that could have been attended
The role of each Committee is described in more detail on page 24. Ubisense Group Plc Annual Report 2013 24
Internal control
The Board of Directors has overall responsibility 
for the Group’s system of internal control and for 
reviewing its effectiveness. The risk managing 
process and systems of internal control are 
designed to manage rather than eliminate the 
risk of failure to achieve the Company’s objectives. 
It should be recognised that such systems 
can only provide reasonable but not absolute 
assurance against material misstatement or loss. 
The Directors acknowledge their responsibilities 
for the Group’s system of internal control and 
for reviewing its effectiveness. The principal 
features of the system of internal financial 
controls are:
 » budgetary control over all operations, 
measuring performance against  
pre-determined targets on at least 
a monthly basis;
 » regular forecasting and reviews covering 
trading performance, assets, liabilities, 
cash flows and bank covenants;
 » delegated limits of authority covering key 
financial commitments including capital 
expenditure and recruitment; and
 » identification and management of key 
business risks.
The Board continually reviews the 
effectiveness of other internal controls, 
including financial, operational, compliance 
controls and risk management.
 » identifying and nominating suitable candidates 
to fill vacancies on the Board; and
 » reviewing succession planning for both 
Directors and the management team.
During the period under review, the Committee 
has met twice on a formal basis. The Committee 
is expected to meet formally twice a year.
Remuneration Committee
The Remuneration Committee has 
responsibility for the following matters:
 » setting the basic pay of Executive Directors 
and the remuneration of the Chairman;
 » operating the performance related bonus 
plan for the Executive Directors;
 » agreeing the allocation and term for the 
granting of share-based incentives to 
Executive Directors; and
 » overseeing the overall annual staff pay review 
and the operation of the equity-based 
incentive schemes.
The Group has a formal and transparent 
procedure for developing policy on Directors’ 
remuneration. No Director is involved in 
deciding his own remuneration.
The Committee aims to set levels of 
remuneration for Executive Directors that 
are sufficient to attract, retain and motivate 
directors of the quality required, without paying 
more than necessary, and that are appropriate 
for the size and complexity of the Group. It aims 
to see that a significant proportion of each 
executive director’s remuneration package 
is performance related.
During the period under review, the 
Committee has met four times on a formal 
basis. The Committee is expected to meet 
formally twice a year.
Audit Committee
The Audit Committee has responsibility for the 
following matters:
 » reviewing the accounts and the key 
judgements and policies underlying them 
in relation to the interim and annual financial 
statements before they are submitted to the 
Board for final approval;
 » reviewing management’s reports on 
internal controls;
 » reviewing the Group’s risk management 
process, including the adequacy of 
insurance cover;
 » reviewing the appointment of the external 
auditors together with the audit fee;
 » monitoring the audit and non-audit work 
of the external auditors, including reviewing 
any management letters and the Company’s 
response; and 
 » reviewing the arrangements by which staff 
may, in confidence, raise concerns about 
possible improprieties.
As part of its procedures, the Committee 
discusses the interim and annual financial 
statements with the external auditors. When 
appropriate, non-Committee members are 
invited to attend. During the period under 
review, the Committee has met three times 
on a formal basis excluding meetings of the 
Chairman with external advisors. The Committee 
is expected to meet formally four times a year.
Nomination Committee
The Nomination Committee has responsibility 
for the following matters:
 » reviewing the size and composition 
of the Board;
Corporate governance report continued Governance
Ubisense Group Plc Annual Report 2013 25
The Directors confirm that:
 » so far as each Director 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 as Directors 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. Legislation in the 
United Kingdom governing the preparation 
and dissemination of financial statements may 
differ from legislation in other jurisdictions.
 » state whether applicable IFRSs have been 
followed, subject to any material departures 
disclosed and explained in the consolidated 
financial statements;
 » state whether applicable UK Accounting 
Standards have been followed, subject 
to any material departures disclosed 
and explained in the Company 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 
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. 
They are also 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 preparing 
the Directors’ Report, the Strategic 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 are required to 
prepare the consolidated financial statements in 
accordance with International Financial Reporting 
Standards (IFRSs) as adopted by the European 
Union and have elected to prepare the parent 
company financial statements in accordance 
with United Kingdom Generally Accepted 
Accounting Practice (United Kingdom 
Accounting Standards and applicable laws). 
Under company law the Directors must not 
approve the financial statements unless they 
give a true and fair view of the state of affairs 
and profit or loss of the Company and Group 
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;
Statement of Directors’ responsibilities
  Ubisense Group Plc Annual Report 2013 26
We have audited the Group financial statements of Ubisense Group Plc for the year ended 31 December 2013 which comprise the consolidated 
income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement 
of financial position, the consolidated statement of cash flows and the related notes. The financial reporting framework that has been applied in their 
preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
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 auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 25, the Directors are responsible for the preparation of the 
Group 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 Group 
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 Group financial statements:
 » give a true and fair view of the state of the Group’s affairs as at 31 December 2013 and of its loss for the year then ended; 
 » have been properly prepared in accordance with IFRSs as adopted by the European Union; 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 the Directors’ Report for the financial year for which the Group financial 
statements are prepared is consistent with the Group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where under the Companies Act 2006 requires us to report to you if, in our opinion:
 » 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.
Other matter
We have reported separately on the parent company financial statements of Ubisense Group Plc for the year ended 31 December 2013.
Paul Naylor
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Cambridge
24 March 2014
Independent auditor’s report
to the members of Ubisense Group Plc
  Financial statements
Ubisense Group Plc Annual Report 2013 27
Consolidated income statement
for the year ended 31 December 2013
 
 Notes
2013
£’000
2012
£’000
Revenue 5 27,002 24,292
Cost of revenues (17,761) (14,690)
Gross profit 9,241 9,602
Operating expenses (10,867) (10,368)
Operating loss (1,626) (766)
Analysed as:
Gross profit 9,241 9,602
Other operating expenses (8,100) (8,445)
Adjusted EBITDA 1,141 1,157
Depreciation (266) (227)
Amortisation of acquired intangible assets 13 (313) (257)
Amortisation of other intangible assets (1,332) (953)
Share-based payments charge 21.2 (92) (63)
Exceptional items 9.2 (764) (423)
Operating loss (1,626) (766)
Finance income 8 10 38
Finance costs 8 (103) —
Loss before tax 9 (1,719) (728)
Income tax 10.1 (219) 90
Loss for the year (1,938) (638)
Loss attributable to:
Equity shareholders of the Company (1,968) (638)
Non-controlling interest 30 —
(1,938) (638)
Loss per share attributable to the equity shareholders of the parent (pence) 
Basic 11 (8.9p) (2.8p)
Diluted 11 (8.9p) (2.8p)
The notes on pages 33 to 59 are an integral part of these consolidated financial statements. Ubisense Group Plc Annual Report 2013 28
Consolidated statement of comprehensive income
for the year ended 31 December 2013 
2013
£’000
2012
£’000
Loss for the year (1,938) (638)
Other comprehensive income:
Items that may be reclassified subsequently to profit and loss
Exchange difference on retranslation of net assets and results of overseas subsidiaries (203) 33
Total comprehensive loss for the year (2,141) (605)
Attributable to:
– Equity shareholders of the Company (2,141) (605)
– Non-controlling interest — —
Total comprehensive loss for the year (2,141) (605)
The notes on pages 33 to 59 are an integral part of these consolidated financial statements. Financial statements
Ubisense Group Plc Annual Report 2013 29
Consolidated statement of changes in equity
for the year ended 31 December 2013 
Attributable to equity shareholders of the parent company
Non-
controlling
 interest
£’000
Total
£’000
Share
capital
£’000
Share
premium
£’000
Other
reserves
£’000
Retained
earnings
£’000
Subtotal
£’000
Balance at 1 January 2012 433 22,031 510 (3,736) 19,238 — 19,238
Loss for the year — — — (638) (638) — (638)
Exchange difference on retranslation of net assets 
and results of overseas subsidiaries — — 33 — 33 — 33
Total comprehensive loss for the year — — 33 (638) (605) — (605)
Reserve credit for equity-settled share-based payment — — 63 — 63 — 63
Issue of new share capital 5 — — — 5 — 5
Premium on new share capital — 220 — — 220 — 220
Transactions with owners 5 220 63 — 288 — 288
Balance at 31 December 2012 438 22,251 606 (4,374) 18,921 — 18,921
Loss for the year — — — (1,968) (1,968) 30 (1,938)
Exchange difference on retranslation of net assets 
and results of overseas subsidiaries — — (173) — (173) (30) (203)
Total comprehensive loss for the year — — (173) (1,968) (2,141) — (2,141)
Reserve credit for equity-settled share-based payment — — 92 — 92 — 92
Non-controlling interest in new subsidiary — — — — — 704 704
Issue of new share capital 23 — — — 23 — 23
Premium on new share capital — 1,799 — — 1,799 — 1,799
Transactions with owners 23 1,799 92 — 1,914 704 2,618
Balance at 31 December 2013 461 24,050 525 (6,342) 18,694 704 19,398
The notes on pages 33 to 59 are an integral part of these consolidated financial statements.
A reconciliation of the components of other reserves is given in note 22. Ubisense Group Plc Annual Report 2013 30
Consolidated statement of financial position
as at 31 December 2013
Notes
2013
£’000
2012
£’000
Assets
Non-current assets
Intangible assets 12 15,962 10,319
Property, plant and equipment 13 628 621
Total non-current assets 16,590 10,940
Current assets
Inventories 14 3,106 862
Trade and other receivables 15 11,547 10,302
Cash and cash equivalents 16 3,964 2,716
Total current assets 18,617 13,880
Total assets 35,207 24,820
Liabilities
Current liabilities
Trade and other payables 17 (10,023) (5,246)
Total current liabilities (10,023) (5,246)
Non-current liabilities
Deferred income tax liabilities 10 (1,856) (653)
Bank loans 18 (3,500) —
Other payables 19, 25 (430) —
Total non-current liabilities (5,786) (653)
Total liabilities (15,809) (5,899)
Net assets 19,398 18,921 Financial statements
Ubisense Group Plc Annual Report 2013 31
Notes
2013
£’000
2012
£’000
Equity attributable to owners of the parent company
Ordinary share capital 20 461 438
Share premium 20 24,050 22,251
Other reserves 22 525 606
Retained earnings (6,342) (4,374)
Equity attributable to shareholders of the Company 18,694 18,921
Non-controlling interests 704 —
Total equity 19,398 18,921
The notes on pages 33 to 59 are an integral part of these consolidated financial statements.
The financial statements were approved by the Board of Directors on 24 March 2014 and signed on its behalf by:
Richard Green   Robert Parker
Chief Executive Officer  Chief Financial Officer
Ubisense Group Plc
Registered Number: 05589712 Ubisense Group Plc Annual Report 2013 32
Consolidated statement of cash flows
for the year ended 31 December 2013
Notes
2013
£’000
2012
£’000
Loss before tax (1,719) (728)
Adjustments for:
Depreciation 9, 13 266 227
Amortisation 9, 12 1,645 1,210
Loss on the disposal of property, plant and equipment 9 — 5
Share-based payments charge 6.2, 21.2 92 63
Finance income 8 (10) (38)
Finance costs 8 103 —
Operating cash flows before working capital movement 377 739
Change in inventories (639) 805
Change in receivables 242 (839)
Change in payables (727) (1,691)
Cash used in operations before tax (747) (986)
Net income taxes (paid)/received (7) 203
Net cash flows from operating activities (754) (783)
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired 25 1,846 (400)
Purchases of property, plant and equipment (140) (492)
Proceeds on disposal of property, plant and equipment — 1
Expenditure on intangible assets (3,085) (1,849)
Interest received 10 38
Net cash flows from investing activities (1,369) (2,702)
Cash flows from financing activities
Proceeds of borrowings 3,500 —
Interest paid (92) —
Proceeds from the issue of ordinary share capital 111 225
Net cash flows from financing activities 3,519 225
Net increase/(decrease) in cash and cash equivalents 1,396 (3,260)
Cash and cash equivalents at start of period 2,716 6,034
Exchange differences on cash and cash equivalents (148) (58)
Cash and cash equivalents at end of period 16 3,964 2,716
The notes on pages 33 to 59 are an integral part of these consolidated financial statements. Financial statements
Ubisense Group Plc Annual Report 2013 33
Notes to the consolidated financial statements
for the year ended 31 December 2013 
1 General information
Ubisense Group Plc (“the Company”) and its subsidiaries (together, “the Group”) deliver mission-critical location-based smart technology which 
enables companies to optimise their business processes.
The Company is a public limited company which is listed on the AIM of the London Stock Exchange (UBI) and is incorporated and domiciled in the 
United Kingdom. The value of Ubisense Group Plc shares, as quoted on the London Stock Exchange plc at 31 December 2013, was 246.0p per 
share (31 December 2012: 230.0p).
The Company was incorporated as Ubisense Trading Limited on 11 October 2005 and changed its name to Ubisense Group Plc on 31 May 2011 
ahead of its initial public offering and listing on AIM on 22 June 2011. The address of its registered office is St. Andrew’s House, St. Andrew’s Road, 
Chesterton, Cambridge CB4 1DL.
The Group has its main operations in the UK, US, Canada, France, Germany, Japan, South Korea, Singapore and the Philippines and sells mainly 
in North America, Europe and Asia. The Group legally consists of twelve companies headed by Ubisense Group Plc (UK). A full list of subsidiaries 
is given in note 24 of the financial statements.
These consolidated financial statements have been approved for issue by the Board of Directors on 24 March 2014.
2 New accounting standards
For the purposes of the preparation of these consolidated financial statements, the Group has applied all standards and interpretations that are 
effective for accounting periods beginning on or after 1 January 2013. 
During 2013, the Group has applied several new revised and amended standards and interpretations which became effective in the year: 
IFRS 13 “Fair Value Measurement”, the Annual Improvements to IFRS and IAS 1 (amended) “Presentation of Items of Other Comprehensive 
Income”. The Group has early adopted “Recoverable Amount Disclosures for Non-Financial Assets” (Amendments to IAS 36). Their adoption has 
not had a material impact on the disclosures and amounts reported. Otherwise the accounting policies used are the same as set out in detail in the 
report and accounts 2012 and have been applied consistently to all periods presented in these financial statements. No new standards, amendments 
or interpretations to existing standards that have been published and that are mandatory for the Group’s accounting periods beginning on or after 
1 January 2014, or later periods, have been adopted early. The Directors do not consider that the adoption of these standards and interpretations 
would have a material impact on the Group’s financial statements.
Standards and interpretations not yet applied by the Group 
The following new standards and interpretations, which are yet to become mandatory, have not been applied in the Group’s financial statements.
 » IFRS 10 “Consolidated Financial Statements” (effective date financial year commencing on/after 1 January 2014). 
 » IAS 27 (revised) “Separate Financial Statements” (effective date financial year commencing on/after 1 January 2014). 
 » Amendments to IAS 32 “Offsetting Financial Assets and Financial Liabilities” (effective date financial year commencing on/after 1 January 2014).
 » Amendments to IFRS 10 “Transition Guide” (effective date financial year commencing on/after 1 January 2014). 
 » Amendments to IAS 36 “Recoverable Amount Disclosures for Non-Financial Assets” (effective date financial year commencing on/after 1 January 2014). 
All standards and interpretations are not expected to have any significant impact on the financial statements when applied.
3 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been 
consistently applied to all the years presented, unless otherwise stated. 
Basis of preparation
The consolidated financial statements of Ubisense Group Plc have been prepared in accordance with International Financial Reporting Standards 
(IFRS) as adopted by the European Union (IFRSs as adopted by the EU) and the Companies Act 2006 applicable to companies reporting under IFRS. 
The consolidated financial statements have been prepared under the historical cost convention. The consolidated financial statements are presented 
in Sterling and all values are rounded to the nearest thousand Pounds (£’000) except when otherwise indicated.
The preparation of these financial statements in conformity with IFRS requires the Directors to make certain critical accounting estimates and judgements 
that affect the amounts reported in the financial statements and accompanying notes. The areas involving a higher degree of judgement or complexity, 
or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 4.
Going concern basis
The Group meets it day-to-day working capital requirements through its bank facilities. The Group had cash of £4.0 million at the balance sheet date 
along with £1.5 million undrawn on its bank facility as well as an order book equivalent to 66% of annual revenue. In this context, the Group’s forecasts 
and projections, taking account of reasonably possible changes in trading performance, support the conclusion that there is a reasonable expectation 
that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, a period of not less than 
twelve months from the date of this report. The Group, therefore, continues to adopt the going concern basis in preparing its financial statements. Ubisense Group Plc Annual Report 2013 34
3 Summary of significant accounting policies continued
Consolidation
The Group financial statements include the results, financial position and cash flows of the Company and all of its subsidiary undertakings. 
Subsidiary undertakings are those entities controlled directly or indirectly by the Company. Control arises when the Company has the power 
to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Coterminous financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies. 
Businesses acquired or disposed during the year are accounted for using acquisition method principles from, or up to, the date control passed. 
Intra-Group transactions and balances are eliminated on consolidation. All subsidiaries use uniform accounting policies for like transactions and 
other events and similar circumstances. 
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests 
consist of the amount of those interests at the date of the original business combination and the non-controlling interest’s share of changes in equity 
since the date of combination. 
Foreign currencies
(a) Functional and presentation currency
The functional currency of each Group entity is the currency of the primary economic environment in which each entity operates. The consolidated 
financial statements are presented in Sterling, which is the Company’s functional and presentation currency. 
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency of each Group entity using the exchange rates prevailing at the dates of 
transactions. Monetary assets and liabilities denominated in foreign currencies are translated at rates ruling at the period end date. Such exchange 
differences are included in the income statement within “operating expenses”. Non-monetary items that are measured in terms of historical cost in 
a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
(c) Consolidation
For the purpose of presenting consolidated financial statements, the results and financial position of all the Group entities (none of which have the 
currency of a hyperinflationary economy) that have a functional currency other than Sterling are translated into Sterling as follows:
 » assets and liabilities for each statement of financial position are translated at the exchange rate at the period end date;
 » income and expenses for each income statement are translated at the exchange rate ruling at the time of each period the transaction occurred; and
 » all resulting exchange differences are recognised in other comprehensive income
Segment reporting
IFRS 8 requires a “management approach” under which information in the financial statements is presented on the same basis as that used for 
internal management reporting purposes.
The Group is organised on a global basis as a single Real-Time Location Intelligence (RTLI) business. This is the basis of the Group’s external 
market offering and internal organisational and management structure and is the primary way in which the Chief Executive Officer, who is the 
Chief Operating Decision Maker, receives financial information to assess Group performance. As a result, the Group has therefore determined that it 
has only one reportable segment as defined by IFRS 8. 
The internal management accounting information is prepared on an IFRS basis but has a non-GAAP “Adjusted EBITDA” as the primary measure 
of profit and this is reported on the face of the income statement.
In addition, the Board and Management Team consider the business to have two revenue streams with different characteristics, Solutions and Services, 
which are generated from the same asset and cost base. 
Revenue recognition
Revenue represents amounts derived from the provision of goods and services which fall within the Group’s ordinary activities, exclusive of value 
added tax and other similar sales taxes. Revenue is measured by reference to the fair value of consideration received or receivable.
Revenues on product sales are recognised at the time that units are shipped, except for shipments under arrangements involving significant acceptance 
requirements. Under such arrangements, revenue is recognised when the Group has substantially met all its performance obligations.
Revenue earned from sales under licence agreements is recognised when the software is made available. When the sale includes a period of support 
and maintenance, a proportion of the revenue is deferred and recognised rateably over the period of support. For licence rental fees, amounts are 
recognised over the period of the contract, commencing from when the software is available for use.
Services and training revenue from time and materials contracts is recognised in the period that the services and training are provided on the basis 
of time worked at agreed contractual rates and as direct expenses are incurred.
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 35
3 Summary of significant accounting policies continued
Revenue recognition continued
Revenue from fixed price, long-term customer specific contracts, including customisation and modification, is recognised on the stage of completion 
of each assignment at the period end date compared to the total estimated service to be provided over the entire contract where the outcome can 
be estimated reliably. If a contract outcome cannot be estimated reliably, revenues are recognised equal to costs incurred, to the extent that costs 
are expected to be recovered. An expected loss on a contract is recognised immediately in the income statement.
Where bundled sales including a combination of some or all of the above are made, the revenue attributable to the deal is apportioned across the 
constituents of the bundle, and then recognised according to the policies stated above.
Employee benefits
(a) Retirement benefits
The Group operates various defined contribution pension arrangements for its employees.
For defined contribution pension arrangements, the amount charged to the income statement represents the contributions payable in the period. 
Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments in the statement 
of financial position.
(b) Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at 
the date of grant using the Black-Scholes pricing model. The fair value is expensed on a straight-line basis over the vesting period, together with a 
corresponding increase in equity, based on the Group’s estimate of the number of shares that will eventually vest. 
(c) Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a 
formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer 
made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made 
an offer of voluntary redundancy, it is probable the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are 
payable more than twelve months after the reporting date, then they are discounted to their present value.
Operating lease income and expense
(a) Rental expense
Operating lease rentals are charged as operating expenses to the income statement in equal annual amounts over the lease term. Assets leased 
under operating leases are not recorded in the statement of financial position because the lessor retains a significant portion of the risks and rewards 
of ownership. 
(b) Lease incentives
The benefit of lease incentives such as rent-free periods or up-front cash payments are spread equally on a straight-line basis over the lease term.
Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial 
performance of the group. They are material non-recurring items of income or expense that have been shown separately due to the significance of their 
nature or amount.
Interest income and expense
Interest income and expense is included in the income statement on a time basis, using the effective interest method by reference to the 
principal outstanding.
Tax
The tax charge or credit comprises current tax payable and deferred tax:
(a) Current tax
The current tax charge represents an estimate of the amounts payable to tax authorities in respect of the Group’s taxable profits and is based on an 
interpretation of existing tax laws. Taxable profit differs from profit before tax as reported in the income statement because it excludes certain items 
of income and expense that are taxable or deductible in other years or are never taxable or deductible.
(b) Deferred tax
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts 
of assets and liabilities in the consolidated financial statements with their respective tax bases. In addition, tax losses available to be carried forward 
as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. However, deferred tax is not provided on the 
initial recognition of goodwill, nor on the initial recognition of an asset or liability, unless the related transaction is a business combination or affects 
tax or accounting profit.
Deferred tax liabilities are always provided in full. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible 
temporary differences will be able to be offset against future taxable income. Deferred tax assets and liabilities are calculated, without discounting, 
at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date. 
Deferred tax is recognised as a component of tax expense in the income statement, except where it relates to items charged or credited directly to 
other comprehensive income or equity when it is recognised in other comprehensive income or equity. Ubisense Group Plc Annual Report 2013 36
3 Summary of significant accounting policies continued
Business combinations
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary 
is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. 
The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets 
acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. 
The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling 
interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree 
is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value 
of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change 
to other comprehensive income. Contingent consideration that is classified as equity is not remeasured and its subsequent settlement is accounted 
for within equity.
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the 
net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, 
the difference is recognised in profit or loss.
Goodwill
Goodwill arising on an acquisition of a business is the difference between the fair value of the consideration paid and the net fair value of the assets 
and liabilities acquired. Goodwill is carried at cost less accumulated impairment losses.
Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development activities involve a plan or design for the production on new or substantially improved products and processes. Development expenditure 
is only capitalised if all of the following conditions are met:
 » completion of the intangible asset is technically feasible so that it will be available for use or sale;
 » the Group intends to complete the intangible asset and use or sell it;
 » the Group has the ability to use or sell the intangible asset;
 » the intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market for the output from the 
intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in generating such benefits;
 » there are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
 » the expenditure attributable to the intangible asset during its development can be measured reliably.
Internally generated intangible assets, consisting mainly of direct labour costs, are amortised on a straight-line basis over their useful economic lives. 
Amortisation is shown within administrative expenses in the income statement. The estimated useful life of current development projects is three years. 
Upon completion the assets are subject to impairment testing. 
Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which 
it is incurred.
Other intangible assets
Intangible assets that are purchased separately, such as software licences that do not form an integral part of related hardware, are capitalised 
at cost and amortised on a straight-line basis over their useful economic life which is typically three to five years. 
Intangible assets acquired through a business combination are initially measured at fair value and amortised on a straight-line basis over their useful 
economic lives. Amortisation is shown within operating expenses in the income statement. The useful economic lives of the intangible assets recognised 
on acquisition are as follows:
 » Software products recognised on acquisition: three years 
 » Customer relationships recognised on acquisition: five to ten years
 » Order backlog: based on contract life recognised on acquisition, typically less than one year
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 37
3 Summary of significant accounting policies continued
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged to 
the income statement so as to write off the cost or valuation less estimated residual values over their expected useful lives on a straight-line basis 
over the following periods:
 » Fixtures and fittings: five to eight years, or period of the lease if shorter
 » Computer equipment: three years
 » Demonstration equipment: one year
Residual values and useful economic lives are assessed annually. The gain or loss on the disposal or retirement of an asset is determined as the 
difference between the sales proceeds and the carrying amount of the asset and is recognised in operating expenses.
Impairment of non-financial assets
Assets that have an indefinite useful life – for example, goodwill or intangible assets not ready to use – are not subject to amortisation and are tested 
annually for impairment. Assets that are subject to amortisation 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 fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest 
levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment 
are reviewed for possible reversal of the impairment at each reporting date.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, first out basis. Net realisable 
value is based on estimated selling price less additional cost to completion and disposal. Provision is made for obsolete, slow moving or defective 
items where appropriate and are recognised as an expense in the period in which the write down or loss occurs.
Trade receivables
Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of business. If collection is expected 
in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, 
less provision for impairment.
Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term 
highly liquid investments with original maturities of three months or less.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable 
are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; 
any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the 
period of the borrowings using the effective interest method.
Fees paid on the establishment of debt facilities are recognised as transaction costs of the debt to the extent that it is probable that some or all of the 
facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that 
some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the 
facility to which it relates.
All borrowing costs are recognised in the income statement in the period they are incurred.
Share capital and share premium
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, 
net of tax, from the proceeds. The nominal value of shares issued is classified as share capital and the amounts paid over the nominal value in respect 
of share issues, net of related costs, is classified as share premium. Ubisense Group Plc Annual Report 2013 38
4 Critical accounting judgements and key sources of estimation and uncertainty
The Group makes estimates and assumptions concerning the future. Actual results may differ from these estimates. The estimates and 
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next 
financial year are addressed below.
Impairment of goodwill and intangible assets
The Group tests goodwill for impairment annually. This requires an estimation of the value in use of the cash-generating units to which the goodwill is 
allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also 
to choose a suitable discount rate in order to calculate the present value of those cash flows. The Group uses pre-tax discount rates of between 10.0% 
and 14.5% for this purpose. The carrying amount of goodwill at 31 December 2013 is £9,116,000. Further consideration of the impairment of goodwill 
is included in note 12.
Capitalisation of development costs
The point at which development costs meet the criteria for capitalisation is critically dependent on management’s judgement of the point at which 
technical and commercial feasibility is demonstrable. The carrying amount of capitalised development costs at 31 December 2013 is £3.9 million.
Revenue recognition
Significant management judgement is applied in determining the allocation and timing of the recognition of revenue on contracts. In this process 
management takes into account milestones, hardware supplied, actual work performed and further obligations and costs expected to complete 
the work. The carrying amount of amounts recoverable on contracts at 31 December 2013 is £3.3 million.
Inventories
The provision for obsolete, slow moving or defective inventory is based on management’s estimation of the commercial life of inventory lines and is 
applied on a prudent basis. In assessing this, management takes into consideration the sales history or products and the length of time that they have 
been available for resale.
Deferred tax
A deferred tax asset is recognised where the Group considers it probable that future tax profits will be available against which the tax credit will 
be utilised in the future. This specifically applies to tax losses and to outstanding vested share options at the statement of financial position date. 
In estimating the amount of the deferred tax asset that should be recognised, the Directors make judgements based on current budgets and 
forecasts about the amount of future taxable profits and the timings of when these will be realised. No deferred tax asset is currently recognised.
Valuation of separately identifiable intangible assets
As detailed in note 3, separately identifiable intangible assets are identified and amortised over defined periods. The Directors use an acknowledged 
valuation approach but this is reliant upon certain judgements which they determine are reasonable by reference to companies in similar industries.
Contingent consideration
The Group initially estimates the amounts payable under “earn-out” plans to the former shareholders of acquired companies based on the business 
model produced at the time of acquisition. Earn-out clauses within acquisition agreements typically contain provisions for amounts payable to the 
former shareholders based on future financial performance. In order to calculate the expected future payments, the acquisition business model 
contains estimates of the future financial performance for the acquired business.
The post-acquisition performance and expected future performance of acquired companies is reviewed throughout the year. Any adjustments required 
to contingent consideration arising from a significant departure of financial performance from the original acquisition plan are made as required. 
The Directors do not consider that there are any other critical accounting judgements or key sources of estimation uncertainty.
5 Segment information
IFRS 8 requires a “management approach” under which information in the financial statements is presented on the same basis as that used for internal 
management reporting purposes. As announced in September 2013, the Group is now organised on a global basis as a single Real-Time Location 
Intelligence (RTLI) business. This is the basis of the Group’s external market offering and internal organisational and management structure and is 
the primary way in which the Chief Executive Officer, who is the Chief Operating Decision Maker, receives financial information to assess Group 
performance. As a result, the Group has therefore determined that it has only one reportable segment as defined by IFRS 8. The prior year 
disclosures have been restated to reflect these changes.
The internal management accounting information is prepared on an IFRS basis but has a non-GAAP “Adjusted EBITDA” as the primary measure 
of profit and this is reported on the face of the income statement. 
In addition, the Board and Management Team consider the business to have two revenue streams with different characteristics, Solutions and Services, 
which are generated from the same asset and cost base. 
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 39
5 Segment information continued
5.1 Revenue by nature
2013
£’000
2012
£’000
Solutions 13,375 12,537
Services 13,627 11,755
Total revenues 27,002 24,292
In addition the Board and Management Team also review the revenues on a geographical basis, based around the regions where the Group has its 
significant subsidiaries or markets.
5.2 Geographical areas
The Group’s revenue from external customers and information about its non-current assets (excluding goodwill and deferred tax) by geography are 
detailed below:
Revenue Non-current assets
2013
£’000
2012
£’000
2013
£’000
2012
£’000
UK 539 1,441 4,239 2,576
Europe 12,478 10,533 294 239
Americas 11,988 9,585 477 675
Asia Pacific 1,997 2,733 2,464 —
27,002 24,292 7,474 3,490
Revenues from external customers in the Group’s domicile, the UK, as well as its major markets, Europe, Americas and Asia Pacific, have been 
identified on the basis of the customer’s geographical location. Non-current assets are allocated based on their physical location.
5.3 Information about major customers
During 2013, revenues of £6.0 million (2012: £2.6 million) derived from one European customer and revenues of £1.1 million (2012: £2.6 million) 
from one Americas customer. There were no other customers in 2013 or 2012 who contributed in excess 10% of revenue.
6 Employee information
6.1 Employee numbers
The average monthly number of people, including Executive Directors, employed by the Group during the year was:
Actual number of people as 
at 31 December
Average monthly number
of people
By activity
2013
Number
2012
Number
2013
Number
2012
Number
Technical consultants 130 93 97 96
Sales and marketing 40 32 34 37
Research and development 40 32 35 31
Administration 29 18 20 20
239 175 186 184 Ubisense Group Plc Annual Report 2013 40
6 Employee information continued
6.1 Employee numbers continued
Actual number of people as 
at 31 December
Average monthly number 
of people
By geography
2013
Number
2012
Number
2013
Number
2012
Number
United Kingdom 53 48 51 51
Europe 54 55 56 58
Americas 72 68 71 71
Asia Pacific 60 4 8 4
239 175 186 184
6.2 Employee benefits
Notes
2013
£’000
2012
£’000
Wages and salaries 13,152 12,286
Social security costs 1,346 1,265
Contributions to defined contribution pension arrangements 626 562
Share-based payments 21.2 92 63
Total aggregate employee benefits 15,216 14,176
Included in the above are termination benefits of £nil (2012: £404,000) which are presented as reorganisation costs in the income statement – see 
note 9.2.
6.3 Key management compensation
Key management includes Directors (Executive and Non-executive) and members of the Global Management Team. During the year, there were 
twelve key management personnel (2012: 13). The compensation paid or payable to key management for employee services is shown below:
2013
£’000
2012
£’000
Short-term employee benefits
Wages and salaries 998 879 
Social security costs 151 84 
Other benefits 28 21 
1,177 984 
Post-employment benefits
Contributions to defined contribution pension arrangements 49 52 
Share-based payments
Equity-settled share-based payments 37 24 
Total key management compensation 1,263 1,060 
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 41
7 Directors’ remuneration and interests
7.1 Directors’ remuneration
Director
Basic
salary
£’000
Performance
payments
£’000
Benefits 
in kind
£’000
Subtotal
£’000
Employer’s
contributions
to defined
contribution
pension
arrangements
£’000
Total
2013
£’000
Total
2012
£’000
Gordon Campbell* 93 56 2 151 18 169 124
Richard Green* 132 116 3 251 16 267 201
Peter Harverson 15 — — 15 — 15 15
Andrew Hopper 25 — — 25 — 25 25
J Keith Lomas 15 — — 15 — 15 15
Richard Newell 15 — — 15 — 15 15
Robert Sansom** — — — — — — —
Paul Taylor 15 — — 15 — 15 15
Total 310 172 5 487 34 521 410
*  The Directors are remunerated through the Company’s flexible benefits scheme under which they can elect to switch basic salary into pension contributions 
and other benefits. The basic salary entitlement in the year was: Richard Green £140,000; Gordon Campbell £105,000.
** Robert Sansom has waived his entitlement to annual remuneration in the year of £15,000.
7.2 Directors’ interests – share options
Director
Award
date
Year
Vests
Years
Expires
Year
Exercise
price
£
Awards
 outstanding
at 1 January
 2013
Number
Granted
during
the year
Number
Exercised
during
the year
Number
Lapsed
during
the year
Number
Awards
outstanding at
31 December
2013
Number
Awards
 exercisable at
 31 December
 2013 
Number
Gordon Campbell 2010 2011–13 2020 0.140 120,500 — — — 120,500 120,500 
2011 2012–14 2021 1.050 32,500 — — — 32,500 21,667 
2012 2013–15 2022 2.125 40,000 — — — 40,000 13,333 
2013 2014–16 2023 2.055 — 40,000 — — 40,000 — 
193,000 40,000 — — 233,000 155,500 
Richard Green 2010 2011–13 2020 0.140 76,278 — (76,278) — — — 
2011 2012–14 2021 1.050 100,000 — — — 100,000 66,667 
2012 2013–15 2022 2.125 60,000 — — — 60,000 20,000 
2013 2014–16 2023 2.055 — 60,000 — — 60,000 — 
236,278 60,000 (76,278) — 220,000 86,667 
Peter Harverson 2010 2011–13 2020 0.140 91,333 — — — 91,333 91,333 
Andrew Hopper 2010 2011–13 2020 0.140 20,278 — — — 20,278 20,278 
Richard Newell 2010 2011–13 2020 0.140 1,056 — — — 1,056 1,056 
Total 541,945 100,000 (76,278) — 565,667 354,834 
The 2013 grants vest subject to meeting performance criteria set out in the long-term incentive plan (LTIP). No other Directors have been granted share 
options in the Company or other Group entities. None of the terms and conditions of the share options were varied during the year. All options were granted in 
respect of qualifying services. There have been no options granted to or exercised by Directors between 31 December 2013 and 24 March 2014.
The market price of the Company’s shares at the end of the financial year was £2.46. The range of market prices during the year was between 
£1.82 and £2.50. Ubisense Group Plc Annual Report 2013 42
7 Directors’ remuneration and interests continued
7.2 Directors’ interests – share options continued
Directors’ gains on share options
Gain on
exercise
2013
£’000
Gain on 
exercise
2012
£’000
Richard Green 155 —
7.3 Directors’ interests – shares
Directors’ interests in the ordinary shares of Ubisense Group Plc, at 31 December 2013 and 31 December 2012, were as follows:
2013
Number
2012
Number
Gordon Campbell 87,987 87,987 
Richard Green 1,619,289 1,543,011 
Peter Harverson 65,161 65,161 
Andrew Hopper 225,000 225,000 
J Keith Lomas 47,712 47,712 
Richard Newell 643,354 643,354 
Robert Sansom 2,493,676 2,493,676 
5,182,179 5,105,901
There has been no change in the interests set out above between 31 December 2013 and 24 March 2014.
8 Finance income and costs
2013
 £’000
2012
£’000
Interest income from cash and cash equivalents 10 38
Finance income 10 38
Interest payable – bank (103) —
Finance costs (103) —
Net finance (costs)/income (93) 38
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 43
9 Loss before tax: analysis of expenses by nature
9.1 Expenses by nature
The following items have been charged/(credited) to the income statement in arriving at loss before tax:
Notes
2013
£’000
2012
£’000
Amortisation of acquired intangible assets 12 313 257
Amortisation of other intangible assets 12 1,332 953
Depreciation of owned property, plant and equipment 13 266 227
Loss on disposal of property, plant and equipment — 5
Operating lease rental charges – land and buildings 445 355
Operating lease rental charges – other 135 124
Inventory recognised as an expense 1,057 1,571
Research and development costs expensed 946 1,312
Net foreign currency (gains)/losses (153) 153
Exceptional items 9.2 764 423
Auditors’ remuneration 9.3 216 81
9.2 Exceptional items
2013
£’000
2012
£’000
Strategic Asia Pacific market entry costs 650 —
Aborted acquisition costs 114 —
Reorganisation costs — 423
764 423
During 2013, the Group incurred exceptional items of £764,000 of which £650,000 related to strategic Asia Pacific market entry costs comprising 
£464,000 acquisition costs relating to Geoplan and £186,000 costs relating to product certification costs in Japan and South Korea and the termination 
of the Group’s previous agent network in the region. In addition, the Group incurred £114,000 costs, mainly comprising professional fees, in connection 
with an acquisition which did not proceed. 
During 2012, the Group incurred reorganisation costs totalling £423,000 comprising mainly redundancy costs in order to integrate acquisitions made 
in 2011 and to centralise the research and development and sales and marketing functions.
9.3 Auditors’ remuneration
During the year the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditors and their associates:
2013
£’000
2012
£’000
Fees payable to the Group’s auditors for the audit of:
Parent company and consolidated financial statements 16 14
Financial statements of subsidiaries, pursuant to legislation 91 43
107 57
Fees payable to the Group’s auditors for other services:
Tax services 26 15
Corporate finance services 75 —
Other services 8 9
109 24
Auditors’ remuneration 216 81
The auditors of Ubisense Group Plc are Grant Thornton UK LLP. Ubisense Group Plc Annual Report 2013 44
9 Loss before tax: analysis of expenses by nature continued
9.3 Auditors’ remuneration continued
During the year, the auditors were used for due diligence work as this was considered most beneficial to the Group due to the auditors’ established 
knowledge and experience of the Group’s activities. The auditors’ independence and objectivity was safeguarded through the use of separate 
engagement teams. No services were provided pursuant to contingent fee arrangements.
10 Income tax
10.1 Income tax recognised in the income statement
2013
£’000
2012
£’000
Current tax
UK corporation tax 2 —
Foreign tax 36 9
Research and development tax credits – prior years (177) (203)
Total current tax credit (139) (194)
Deferred tax
Origination and reversal of temporary differences 358 104
Total deferred tax expense 358 104
Total income tax expense/(credit) 219 (90)
The tax expense (2012: credit) differs from the standard rate of corporation tax in the UK for the year of 23% (2012: 24%) for the following reasons:
2013
£’000
2012
£’000
Loss before tax (1,719) (728)
Loss before tax multiplied by the standard rate of corporation tax in the UK of 23% (2012: 24%) (395) (175)
Tax effects of:
Expenses not deductible for tax purposes 219 21
Accrued contingent consideration released not subject to tax — (38)
Utilisation of previously unrecognised tax losses (96) (259)
Tax losses for which no deferred tax asset was recognised 708 832
Tax unprovided in prior years 38 9
Research and development tax credits – prior years (188) (203)
Difference on tax treatment of share options 74 —
Differential on overseas tax rates (149) (233)
Remeasurement of deferred tax – change of rate — (58)
Other temporary differences 8 14
Total income tax expense/(credit) 219 (90)
10.2 Factors that may affect future tax charges
The Group has tax losses of £8.9 million (2012: £4.4 million) that are available for offset against future taxable profits of those subsidiary companies 
in which the tax losses arose. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits 
elsewhere in the Group, and they have arisen in subsidiaries whose future taxable profits are uncertain. No deferred tax has been recognised on the 
unremitted earnings of overseas subsidiaries, because the earnings are continually reinvested by the Group and no tax is expected to be payable 
on them in the foreseeable future.
As a result of the reduction in the UK corporation tax rate to 23% that was substantively enacted on 3 July 2012 and effective from 1 April 2013, 
the deferred tax balances have been remeasured. The UK Government has also announced a further reduction in the main rate of corporation tax 
to 21% effective from 1 April 2014 and has proposed a further reduction of 1% by 1 April 2015. These further tax rate reductions had not been 
substantively enacted at the balance sheet date and, therefore, are not recognised in the financial statements.
Notes to the consolidated financial statements continued
for the year ended 31 December 2013
  Financial statements
Ubisense Group Plc Annual Report 2013 45
10 Income tax continued
10.3 Deferred tax
The movement in deferred tax in the consolidated statement of financial position during the year is as follows:
Deferred income tax assets Deferred income tax liabilities
2013
£’000
2012
£’000
2013
£’000
2012
£’000
At 1 January — — (653) (549)
Arising on acquisition of subsidiaries — — (844) —
Deferred tax credited to the income statement — — 57 88
Deferred tax charged to the income statement — — (416) (192)
At 31 December — — (1,856) (653)
The components of deferred tax included in the consolidated statement of financial position are as follows:
2013
£’000
2012
£’000
Development costs capitalised (901) (485)
Intangible assets recognised on acquisition of subsidiaries (955) (168)
Total deferred income tax liabilities (1,856) (653)
Deferred tax assets have not been recognised in respect of the following items because it is not probable that future taxable profits will be available 
against which the Group can utilise the benefits:
2013
£’000
2012
£’000
Tax losses carried forward 2,537 1,343
Equity-settled share options temporary differences 452 289
Total unrecognised deferred tax assets 2,989 1,632
11 Earnings per share (EPS)
Basic and diluted earnings per share 2013 2012 
Earnings
Earnings for the purposes of basic and diluted EPS being net loss attributable to equity holders of the parent company (£’000) (1,968) (638)
Number of shares
Weighted average number of ordinary shares for the purposes of basic EPS (’000) 21,984 21,764
Effect of dilutive potential ordinary shares:
– Share options (’000) 1,034 1,383
Weighted average number of ordinary shares for the purposes of diluted EPS (’000) 23,018 23,147
Basic EPS (pence) (8.9p) (2.8p)
Diluted EPS (pence) (8.9p) (2.8p)
Basic earnings per share is calculated by dividing profit for the period attributable to ordinary shareholders of the Company by the weighted average 
number of ordinary shares outstanding during the period. For diluted earnings per share, the weighted average number of shares is adjusted to allow 
for the effects of all dilutive share options and warrants outstanding at the end of the year. Options have no dilutive effect in loss-making years, and 
hence the diluted loss per share for the year is the same as the basic loss per share.
The Group also presents an adjusted diluted earnings per share figure which excludes amortisation on acquired intangible assets, share-based 
payments charge and non-recurring exceptional items such as acquisition, integration or reorganisation costs from the measurement of profit for 
the period. Ubisense Group Plc Annual Report 2013 46
11 Earnings per share (EPS) continued
Adjusted diluted earnings per share Notes 2013 2012
Earnings for the purposes of diluted EPS being net loss attributable to equity holders of the parent company (£’000) (1,968) (638)
Adjustments:
Reversal of amortisation on acquired intangible assets (£’000) 9, 12 313 257
Reversal of share-based payments charge (£’000) 21 92 63
Reversal of exceptional items (£’000) 9 764 423
Net adjustments (£’000) 1,169 743
Adjusted earnings (£’000) (799) 105
Adjusted diluted EPS (pence) (3.5p) 0.5p
The adjusted EPS information is considered to provide a fairer representation of the Group’s trading performance.
12 Other intangible assets
Goodwill
£’000
Acquired
 customer
 relationships
and order
backlog
£’000
Acquired
software
 products
£’000
Capitalised
 product
 development
 costs
£’000
Software
£’000
Total
£’000
Cost
At 1 January 2012 7,418 449 529 2,579 295 11,270
Effects of movement in exchange rates — — — — (12) (12)
Additions — — — 1,845 16 1,861
At 31 December 2012 7,418 449 529 4,424 299 13,119
Additions — — — 3,037 161 3,198
Acquisition of Geoplan 1,698 1,593 626 — 173 4,090
At 31 December 2013 9,116 2,042 1,155 7,461 633 20,407
Accumulated amortisation
At 1 January 2012 — (68) (44) (1,452) (30) (1,594)
Effects of movement in exchange rates — — — — 4 4
Charge for the year — (80) (177) (862) (91) (1,210)
At 31 December 2012 — (148) (221) (2,314) (117) (2,800)
Charge for the year — (120) (193) (1,227) (105) (1,645)
At 31 December 2013 — (268) (414) (3,541) (222) (4,445)
Net book amount
At 31 December 2013 9,116 1,774 741 3,920 411 15,962
At 31 December 2012 7,418 301 308 2,110 182 10,319
The acquired software products, customer relationships and order backlog assets arose on the acquisition in 2013 of the Geoplan Interworks K.K. 
group of companies and in 2011 of Integrated Mapping Solutions, Inc. (now merged into Ubisense Inc.) and Realworld OO Systems Limited (now re-named 
Geospatial Systems Limited). Capitalised development assets relate to expenditure that can be applied to a plan or design for the production of new 
or substantially improved products and processes. The software assets represent assets purchased from third parties.
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 47
12 Other intangible assets continued
In assessing whether goodwill has been impaired, the carrying amount of the cash-generating unit (CGU) or groups of CGUs (including goodwill) 
is compared with the recoverable amount of the CGU or groups of CGUs. The recoverable amount is the higher of fair value less costs to sell and 
value in use. In the absence of readily available information about the fair value of a cash-generating unit, the recoverable amount is deemed to be 
the value in use for the purposes of performing an impairment test of goodwill, unless this would lead to an impairment loss. If goodwill would be 
impaired using value in use as the recoverable amount, a fair value less costs to sell assessment would be performed as this may lead to a higher 
recoverable amount. The Group calculates the value in use using a discounted cash flow model. The future cash flows are adjusted for risks specific 
to the cash-generating unit and are discounted using a pre-tax discount rate. The discount rate is derived from the group’s post-tax weighted average 
cost of capital and is adjusted where applicable to take into account any specific risks. Discount rates of 10.0% and 14.5% have been used for goodwill 
impairment calculations performed in 2013 (2012: 9.7% and 12.5%). The recoverable amounts of all CGUs have been determined from value-in-use 
calculations based on five year forecasts projected from the 2014 annual operating plan approved by the Board for each CGU with an assumed 
terminal growth rate of nil and no improvement in relative operating margin after the forecast period. The Board has considered reasonable possible 
sensitivities in key assumptions on which the value-in-use calculations are based. If the underlying organic revenue growth rate reduced to 0%, or if 
the discount factor increased to 20%, this would not cause the carrying value to exceed estimated recoverable amount. There was no impairment 
of goodwill as the estimated recoverable amount exceeded the carrying value for all CGUs.
13 Property, plant and equipment
Fixtures and
fittings
 £’000
Computer
 equipment
£’000
Total
£’000
Cost 
At 1 January 2012 221 605 826
Effect of movements in exchange rates (7) (13) (20)
Reclassification 31 (31) —
Additions 321 174 495
Disposals (23) (218) (241)
At 31 December 2012 543 517 1,060
Effect of movements in exchange rates (42) 4 (38)
Additions 52 88 140
Acquisition of subsidiaries 136 — 136
Disposals — (2) (2)
At 31 December 2013 689 607 1,296
Accumulated depreciation
At 1 January 2012 (128) (332) (460)
Effect of movements in exchange rates 6 7 13
Charge for the year (77) (150) (227)
Reclassification (20) 20 —
Disposals 20 215 235
At 31 December 2012 (199) (240) (439)
Effect of movements in exchange rates 32 3 35
Charge for the year (88) (178) (266)
Disposals — 2 2
At 31 December 2013 (255) (413) (668)
Net book amount
At 31 December 2013 434 194 628
At 31 December 2012 344 277 621 Ubisense Group Plc Annual Report 2013 48
14 Inventories
2013
£’000
2012
£’000
Raw materials 811 182
Finished goods 2,295 680
Total inventories 3,106 862
Included in the analysis above are impairment provisions against inventory amounting to £nil (2012: £44,000). The Group’s inventories are comprised 
of products which are not generally subject to rapid obsolescence on account of technological trends, deterioration in condition or market trends.
15 Trade and other receivables
Notes
2013
£’000
2012
£’000
Trade receivables, gross 7,072 7,390
Allowances for doubtful debts 15.1 (141) (80)
Trade receivables, net 15.2 6,931 7,310
Amounts recoverable on contracts 3,347 2,439
Other receivables 285 40
Prepayments and accrued income 645 502
Corporation tax recoverable 177 —
VAT and taxation receivable 162 11
Total trade and other receivables 11,547 10,302
All amounts disclosed are short term. The carrying value of trade receivables is considered a reasonable approximation of fair value. 
Due to having a blue-chip customer base and effective credit control procedures, the Group is not significantly exposed to the risk of bad debt. 
The following disclosures are in respect of trade receivables that are either impaired or past due. The individually impaired receivables mainly relate 
to customers who are in unexpectedly difficult economic situations. Any impairment is assessed on a customer-by-customer basis following a detailed 
review of the particular circumstances. To the extent they have not been specifically provided against, the trade receivables are considered to be 
of sound credit rating.
15.1 Movement in allowance for doubtful debts
2013
£’000
2012
£’000
At 1 January (80) (7)
Amounts recovered in the year 2 7
Allowance made (63) (80)
At 31 December (141) (80)
15.2 Ageing of past due but not impaired receivables
2013
£’000
2012
£’000
Neither past due nor impaired 5,114 5,360
Past due but not impaired:
0 to 90 days overdue 1,500 1,360
More than 90 days overdue 317 590
Total 6,931 7,310
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 49
16 Cash and cash equivalents
2013
£’000
2012
£’000
Cash at bank and in hand 3,848 2,716
Short-term bank deposits 116 —
Cash and cash equivalents 3,964 2,716
The carrying amount approximates to fair value because of the short-term maturity of these instruments, being no greater than three months.
Cash at bank earns interest at floating rates based on daily bank overnight deposit rates. Short-term cash deposits earn interest at fixed rates 
for the term of the deposit.
The composition of cash and cash equivalents by currency is as follows:
2013
£’000
2012
£’000
British Pound (GBP) 489 723
Euro (EUR) 496 1,101
US Dollar (USD) 739 847
Japanese Yen (JPY) 1,718 —
South Korean Won (KRW) 352 —
Canadian Dollar (CAD) 11 45
Turkish Lira (TRY) 159 —
Cash and cash equivalents 3,964 2,716
17 Trade and other payables
Notes
2013
£’000
2012
£’000
Payments received on account 2,765 1,002
Trade payables 3,570 1,936
Trade accruals 1,748 1,404
Current tax liability 41 —
Other taxation and social security 667 612
Other payables 705 292
Other liabilities – deferred consideration 25 172 —
Other liabilities – contingent consideration 25 355 —
Total trade and other payables 10,023 5,246
All amounts disclosed are short term. The carrying value of trade payables is considered a reasonable approximation of fair value.
18 Bank loans
In August 2013, the Group agreed a new three-year bank loan of up to £5.0 million to provide additional future working capital capacity and is 
repayable in full in August 2016. Interest is payable at LIBOR plus 3% and the facility is secured on the fixed and floating assets of the Group. 
The facility is subject to certain operating performance and net worth covenants of the business. The loan replaced an existing loan which was 
drawn down in the year, was due to expire in November 2013 and on which there was an outstanding balance of £2.0 million which had been 
drawn down in full in April 2013. The new loan was used pay the outstanding balance on this previous loan. As at 31 December 2013, and as 
at 24 March 2014, £3.5 million (31 December 2012: £nil) is outstanding and is repayable by Ubisense Limited to HSBC Bank plc. Ubisense Group Plc Annual Report 2013 50
19 Other liabilities
Notes
2013
£’000
2012
£’000
Other liabilities – contingent consideration 25 430 —
20 Share capital and premium
Number of
ordinary shares
 of £0.02 each
Share
capital
£’000
Share
premium
£’000
Total
£’000
Balance at 1 January 2012 21,657,698 433 22,031 22,464
Issued under share-based payment plans 154,937 3 29 32
Issued on conversion of warrants 107,109 2 191 193
Change in year 262,046 5 220 225
Balance at 31 December 2012 21,919,744 438 22,251 22,689
Issued under share-based payment plans 399,593 8 103 111
Issued on acquisition of subsidiary 759,809 15 1,696 1,711
Change in year 1,159,402 23 1,799 1,822
Balance at 31 December 2013 23,079,146 461 24,050 24,511
The Company has one class of ordinary shares which carry no right to fixed income.
During the period, the Company issued 1,159,402 shares, increasing the total number of shares in issue from 21,919,744 to 23,079,146 as follows:
 » 399,593 shares as a result of options exercised with a weighted average exercise price of £0.28 per share for total cash consideration 
of £111,000; and
 » 759,809 shares as a result of the acquisition of the Geoplan Interworks K.K. group of companies at £2.2525 per share for cash consideration of £nil.
21 Share-based payments: options and warrants
21.1 Equity-settled share-based payment arrangements
The Group operates a number of plans to award options over shares in the Company to the best-performing employees of the Group around the world.
Options are generally granted at an exercise price equal to the market price of the shares under option at the date of the grant. The options generally 
vest evenly over three years on the anniversary from the date of the grant or entirely on the third anniversary from the date of grant, depending on 
continuing service during the vesting period. The contractual life of the options is ten years from the date of grant after which they expire if unexercised.
21.2 Analysis of amounts recognised in the financial statements
a) Analysis of amounts recognised in the consolidated income statement
2013
£’000
2012
£’000
Total share-based payments charge recognised in operating profit 92 63
b) Analysis of amounts recognised in the consolidated statement of changes in equity in the year
2013
£’000
2012
£’000
Net share-based payments credit recognised in equity 92 63
c) Cumulative amounts included within equity in the consolidated statement of financial position
Notes
2013
£’000
2012
£’000
Cumulative reserve credit for share-based payments 22 746 654
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 51
21 Share-based payments: options and warrants continued
21.3 Reconciliation of movements in equity-settled share-based payment arrangements in the year
Arrangement
Award 
date
Year
Vests 
Years
Expires
Year
Exercise 
price 
£
Awards
 outstanding
at 
1 January 
2013
Number
Granted 
during 
the year 
Number
Exercised
during
the year
Number
Forfeited
during
the year 
Number
Awards
 outstanding
at 
31 December
2013 
Number
Awards
exercisable
at
31 December
2013
Number
Options 2006 2007–09 2016 0.900 2,500 — (2,500) — — —
2007 2008–10 2017 0.900 300 — — — 300 300
2008 2009–11 2018 0.900 650 — — — 650 650
2009 2009 2019 0.900 4,457 — (707) — 3,750 3,750
2010 2011–13 2020 0.140 1,243,815 — (360,338) (333) 883,144 883,144
2011 2012–14 2021 1.050 427,466 — (14,902) (4,114) 408,450 269,932
2011 2012–14 2021 1.975 32,532 — (21,146) — 11,386 7,591
2012 2013–15 2022 2.125 346,000 — — (2,000) 344,000 33,334
2013 2014–16 2023 2.055 — 421,500 — (50,000) 371,500 —
Total 2,057,720 421,500 (399,593) (56,447) 2,023,180 1,198,701
Weighted average exercise price (£) 0.695 2.055 0.277 1.973 1.025 0.415
The weighted average share price at the date of exercise for options exercised during the year was £2.1053 (2012: £2.1026).
21.4 Principal assumptions
The fair value of share-based payments grants has been valued using the Black-Scholes option-pricing model. Expected volatility was determined 
based on the historic volatility of comparable companies. The expected life is the expected period from grant to exercise based on management’s best 
estimate of the effects of non-transferability, exercise restrictions and behavioural considerations. The risk-free rate of return is an average yield on the 
zero-coupon UK Government bond in issue at the date of grant with a similar life to the option or warrant.
The following assumptions were used in the model for options granted during the years ended 31 December 2013 and 31 December 2012:
Instrument Option Option
Number granted 421,500 347,000
Grant date 19 April 2013 29 June 2012
Share price at grant date (£) 2.055 2.125
Exercise price (£) 2.055 2.125
Fair value per option (£) 0.3 0.3
Expected life (years) 3.0 3.0
Expected volatility (%) 20 20
Risk-free interest rate (%) 0.79 0.87
Expected dividends expressed as a dividend yield (%) — — Ubisense Group Plc Annual Report 2013 52
22 Other reserves
Share-based
payment reserve
£’000
Translation
reserve
£’000
Total
 £’000
Balance at 1 January 2012 591 (81) 510
Exchange difference on retranslation of net assets and results of overseas subsidiaries — 33 33
Reserve credit for equity-settled share-based payment 63 — 63
Balance at 31 December 2012 654 (48) 606
Exchange difference on retranslation of net assets and results of overseas subsidiaries — (173) (173)
Reserve credit for equity-settled share-based payment 92 — 92
Balance at 31 December 2013 746 (221) 525
Share-based payment reserve
The share-based payment reserve relates to cumulative charge made in respect of share options granted by the Company to the Group’s employees 
under its employee share option plans.
Translation reserve
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the 
Group’s presentation currency of Sterling are recognised directly in other comprehensive income and accumulated in the translation reserve.
23 Operating lease commitments
Leases as lessee
At 31 December 2013, the Group has lease agreements in respect of property and equipment for which payments extend over a number of years. 
The Group enters into these arrangements as these are a cost-efficient way of obtaining the short-term benefits of these assets. The Group lease 
rental charge is disclosed in note 9. There are no other material off-balance sheet arrangements.
The Group’s future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Land and buildings Other
2013
£’000
2012
£’000
2013
£’000
2012
£’000
No later than one year 433 360 111 111
Later than one year and no later than five years 1,409 1,512 117 91
Later than five years 550 853 — —
Total 2,392 2,725 228 202
The above table reflects the committed cash payments under operating leases, rather than the expected charge to the income statement, in the 
relevant periods. The effect on the income statement will differ to the above figures due to the amortisation of rent-free and discounted rent periods 
included in a new property lease signed in 2012. The expected charge in 2014 for operating leases is expected to be £30,000 higher than the 
committed cash payments shown above. 
The Group has guaranteed rent bonds issued by its banks on its behalf totalling £122,000 as at 31 December 2013 (2012: £125,000). These are not 
expected to result in any material financial loss.
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 53
24 Principal subsidiaries
Subsidiary
Country of 
incorporation Principal activity
Proportion of
 ordinary
shares held
by Group (%)
Proportion of ordinary
 shares held by
 non-controlling
 interests (%)
Ubisense Limited UK Location solutions 100 —
Ubisense AG Germany Location solutions 100 —
Ubisense SAS France Location solutions 100 —
Ubisense Inc. US Location solutions 100 —
Ubisense Solutions Inc. Canada Location solutions 100 —
Geospatial Systems Limited UK Location solutions 100 —
Geoplan Interworks K.K. Japan Intermediate holding company 100 —
Geoplan Company Limited* Japan Location solutions 77 23
Binary Star Developments K.K.* Japan Non-trading 100 —
Geoplan Korea Company Limited* South Korea Location solutions 100 —
Geoplan Philippines, Inc.* Philippines Location solutions 100 —
All subsidiaries are directly held by Ubisense Group Plc except those denoted* which are held by intermediate holding companies.
All subsidiaries prepare local statutory accounts up to 31 December each year except for Geospatial Systems Limited which prepares accounts up 
to 31 March, Geoplan Company Limited to 30 June and Binary Star Developments K.K. to 31 January. For subsidiaries who which have a different 
financial year end to the Group, additional coterminous accounts are prepared reflecting the same financial reporting as the Group for the purposes 
of consolidation.
25 Business combinations
25.1 Subsidiaries acquired
Subsidiary
Country of
incorporation
Principal
activity
Date of
acquisition
Proportion of 
equity interest 
acquired
Geoplan Interworks K.K. Japan Location solutions 3 December 2013 100%
The Geoplan Interworks K.K group of companies (“Geoplan”) was acquired to enhance the Group’s geographic reach into the Asian market to 
deploy RTLI solutions to utility, telecoms and manufacturing customers in Japan, South Korea and the Philippines. Geoplan, formerly the master 
distributor for the Group in Asia, is a location solutions business providing geospatial software products and consulting, with a focus on the utility 
and telecoms sectors. The acquisition will enhance the Group’s product range, customer list, sector presence and geographical footprint, bringing 
locally based skills and presence to the Group. The Group expects Japan to be the headquarters for its Asian operations and to develop the markets 
in China from there. Ubisense Group Plc Annual Report 2013 54
25 Business combinations continued
25.2 Consideration transferred
Total
£’000
Cash consideration paid 635
Consideration satisfied by issue of Ubisense shares 1,711
Deferred consideration 178
Contingent cash consideration arrangement 816
Consideration transferred 3,340
Consideration satisfied by issue of Ubisense shares comprised 759,809 new ordinary shares of nominal value of £0.02 in Ubisense at a price of 225.25p 
per ordinary share, being the average of the volume weighted mid-market closing price on each of the preceding five business days.
The deferred consideration was paid in full in January 2014. 
Under the contingent cash consideration arrangement, the Group is required to pay additional amounts to the vendors of Geoplan based on the 
achievement of two separate performance milestones that may arise between 2014 and 2017 with a combined undiscounted range of outcomes 
between £nil and £892,000. The fair value of the contingent consideration of £816,000 recognised at the acquisition date was based on management’s 
best estimate of the probability-adjusted estimated future cash outflows from the arrangement discounted at 3.5%. The discount rate used is 3.5%, 
based in the Group’s estimated incremental borrowing rate for unsecured liabilities at the reporting date, and therefore reflects the Group’s credit 
position. The effects on the fair value of risk and uncertainty in future cash flow are dealt with by adjusting the estimated cash flows rather than 
adjusting the discount rate.
As at 31 December 2013, the fair value amount recognised for this arrangement was unchanged based on the most recent management estimates, 
although as the liability is denominated in Japanese Yen it is subject to the impact of exchange rates: 
Upon
acquisition
£’000
Effect of
 exchange
rates
 £’000
At
31 December
 2013
£’000
Deferred consideration – current 178 (6) 172
Contingent consideration – current 369 (14) 355
Contingent consideration – non-current 447 (17) 430
Total contingent consideration 816 (31) 785
Total 994 (37) 957
Acquisition-related costs amounting to £464,000 have been excluded from the consideration transferred and have been recognised as an expense 
in the current year within the “operating expenses” line item in the consolidated income statement.
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 55
25 Business combinations continued
25.3 Assets acquired and liabilities recognised at the date of acquisition
Total
£’000
Assets
Non-current assets
Software products 626
Customer relationships 1,246
Order backlog 347
Other intangible assets 173
Property, plant and equipment 132
Total non-current assets 2,524
Current assets
Inventories 1,605
Trade and other receivables 1,080
Cash and cash equivalents 2,481
Total current assets 5,166
Liabilities
Current liabilities
Trade and other payables (4,500)
Total current liabilities (4,500)
Non-current liabilities
Deferred income tax liabilities (843)
Total non-current liabilities (843)
Non-controlling interest (704)
Fair value of identifiable net assets acquired 1,643
The fair value of trade and other receivables of £1,080,000 includes trade receivables with a fair value and gross contractual value of £1,080,000 all 
of which is expected to be collectable. 
As at 31 December 2013, the fair values of acquired assets, liabilities and goodwill for Geoplan have been determined on a provisional basis as these 
businesses were acquired in close proximity to the year end, pending finalisation of the post-acquisition review of the fair value of the acquired net assets.  Ubisense Group Plc Annual Report 2013 56
25 Business combinations continued
25.4 Goodwill arising on acquisitions
Total
£’000
Fair value of consideration transferred 3,340
Less: fair value of identifiable net assets acquired 1,643
Goodwill arising on acquisitions 1,697
Goodwill arose on the acquisition of Geoplan in respect of the benefits of a highly knowledgeable workforce, expected operational synergies, 
revenue growth and future market development. These benefits are not recognised separately from goodwill because they do not meet the 
recognition criteria for identifiable intangible assets.
Goodwill is not expected to be deductible for tax purposes.
25.5 Net cash inflow on acquisition of subsidiaries
Total
£’000
Cash consideration paid (635)
Less: cash and cash equivalent balances acquired 2,481
Net cash inflow on acquisition of subsidiaries 1,846
25.6 Impact of acquisitions on the results of the Group
The incremental impact of acquisitions to the Group’s results for the year are set out in the table below:
Before
acquisitions
£’000
Geoplan
 £’000
Total
 £’000
Revenue 26,284 718 27,002
Adjusted EBITDA 929 212 1,141
(Loss)/profit before tax (1,828) 109 (1,719)
If the acquisitions had been effective from 1 January 2013, the Group’s estimated results would have been as follows:
Before
acquisitions
£’000
Geoplan
 £’000
Total
 £’000
Revenue 26,284 5,365 31,649
Adjusted EBITDA 929 (59) 870
Loss before tax (1,828) (75) (1,903)
26 Related party transactions
Other than compensation of key management personnel disclosed in note 6.3 there are no transactions with other related parties. Full details 
of Directors’ remuneration are given in note 7.
There were no other transactions with Directors of the Company.
27 Financial risk management
27.1 Risk management objectives and policies
The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are summarised 
below. The main types of risks are market risk, credit risk and liquidity risk. The Group is exposed to market risk through its use of financial 
instruments and specifically to currency risk and interest rate risk, which result from its operating activities.
The Group’s risk management is coordinated at its headquarters, in close co-operation with the Board of Directors, and focuses on actively 
securing the Group’s short to medium-term cash flows. The Group does not actively engage in the trading of financial assets for speculative 
purposes. The most significant financial risks to which the Group is exposed are described below.
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 57
27 Financial risk management continued
27.2 Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies. The Group’s policy is to maintain natural hedges where possible, 
by matching foreign currency revenue and expenditure. The Group does not enter into forward exchange contracts to mitigate the exposure to 
foreign currency risk as the Group’s currency transactions are not considered significant enough to warrant this.
The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date, not denominated in the 
local functional currency, are as follows:
Japanese Yen US Dollars Euros
2013
£’000
2012
£’000
2013
£’000
2012
£’000
2013
£’000
2012
£’000
Assets — — 777 752 623 817
Liabilities — — (5) (16) (5) (3)
27.3 Foreign currency sensitivity analysis
The Group is mainly exposed to US Dollars, Euros and Japanese Yen. The Group seeks to manage cash inflows and outflows in each currency to 
mitigate currency exposure and exchange risk. The following table details the Group’s sensitivity to a 5% increase and decrease in the Sterling exchange 
rate against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and 
adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number indicates an increase in profit or equity.
Japanese Yen US Dollars Euros
2013
£’000
2012
£’000
2013
£’000
2012
£’000
2013
£’000
2012
£’000
Effect of a 5% strengthening in relevant exchange rate on: 
Income statement — — 41 37 33 39
Equity — — 41 37 33 39
Effect of a 5% weakening in relevant exchange rate on:
Income statement — — (37) (40) (30) (43)
Equity — — (37) (40) (30) (43)
27.4 Interest rate sensitivity
The Group’s exposure to market risk for the changes in interest rates relates primarily to the Group’s three-year £5.0 million bank loan. Interest is payable 
at LIBOR plus 3% and £3.5 million of the loan was outstanding as at 31 December 2013 (2012: £nil). 
The following table illustrates the sensitivity of the net profit of the Group for the year and equity to a possible change in interest rates of +0.5% 
and -0.5%, with effect from the beginning of the year. A positive number indicates an increase in profit or equity.
2013
£’000
2012
£’000
Effect of a 0.5% decrease in interest rate on:
Income statement 17 —
Equity 17 —
Effect of a 0.5% increase in interest rate on:
Income statement (17) —
Equity (17) — Ubisense Group Plc Annual Report 2013 58
27 Financial risk management continued
27.5 Credit risk analysis
The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised 
in note 27.8, which are principally cash and cash equivalents and trade receivables.
Cash and cash equivalents are held at banks with good independent credit ratings in accordance with the Group Treasury policy. The Group 
continually monitors defaults of customers and other counterparties, identified either individually or by group, and incorporates this information into 
its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are 
obtained and used. 
The Group’s policy is to deal only with creditworthy counterparties. The Group’s management considers that its financial assets that are not impaired 
or past due for each of the reporting dates under review are of good credit quality. All receivables are subject to regular review to ensure that they 
are recoverable and any issues identified as early as possible. In order to manage credit risk the Directors set limits for customers based on a combination 
of payment history and third-party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing 
and collection history. In addition many of the Group’s customers, and approximately 80% by balance at any given time, are large utility companies 
and other blue-chip companies that would be considered a low credit risk.
None of the Group’s financial assets are secured by collateral or other credit enhancements.
27.6 Liquidity risk analysis
Liquidity risk is the risk arising from the Group not being able to meet its obligations as they fall due. The Group seeks to manage this risk by ensuring 
sufficient liquidity is available to meet the foreseeable needs and to invest cash assets safely and profitably. The Group manages its liquidity needs 
by carefully monitoring forecast cash inflows and outflows due in day-to-day business. Net cash requirements are compared to balances in order 
to determine headroom or any shortfalls. The Group policy throughout the year has been to place surplus funds on short-term treasury deposit 
or interest-bearing reserve accounts based on its cash flow forecasting and to draw down on borrowing facilities for when required. As disclosed 
in note 18, the Group entered into a £5.0 million bank facility in the year, of which £3.5 million was drawn down as at 31 December 2013.
The Group’s financial liabilities have contractual maturities as summarised below:
Current Non-current
Within
6 months
£’000
Between 6 and
12 months
£’000
Between 1
and 5 years
£’000
Later than 5
Years
£’000
As at 31 December 2013
Trade and other payables 6,195 355 430 —
Bank loan — — 3,500 —
As at 31 December 2012
Trade and other payables 3,632 — — —
Financial assets used for managing liquidity risk
Cash flows from trade and other receivables are contractually due within six months. Cash is generally held in accounts with immediate notice. 
Where surplus cash deposits are identified these are placed in accounts with access terms of no more than three months.
27.7 Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concern whilst maximising the return to stakeholders. 
The capital structure of the Group consists of cash and cash equivalents and capital and reserves attributable to the owners of the Company, and the 
Group’s borrowing facilities.
The capital structure is continually monitored by the Group. In order to maintain or adjust the capital structure, the Group may issue shares, 
take on debt, sell assets to raise cash, adjust the amount of dividends payable to shareholders or return capital to shareholders. The Group 
is not subject to externally imposed capital requirements. The Group has entered into a £5.0 million bank facility in 2013 of which £3.5 million 
was drawn down as at 31 December 2013 (2012: £nil) in order to provide working capital capacity to fund business growth.
Notes to the consolidated financial statements continued
for the year ended 31 December 2013  Financial statements
Ubisense Group Plc Annual Report 2013 59
27 Financial risk management continued
27.8 Categories of financial instruments
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis 
on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument, are disclosed 
in the accounting policies in note 3. The carrying amounts presented in the consolidated statement of financial position relate to the following 
categories of financial instrument:
Notes
2013
£’000
2012
£’000
Financial assets
Loans and receivables:
– Trade receivables 15 6,931 7,310
– Amounts recoverable on contracts 15 3,347 2,439
– Other receivables 15 285 40
– Cash and cash equivalents 16 3,964 2,716
Total financial assets 14,527 12,505
Financial liabilities
Amortised cost:
– Trade payables 17 3,570 1,936
– Trade accruals 17 1,748 1,404
– Other payables 17 705 292
– Deferred consideration 25.2 172 —
– Contingent consideration 25.2 785 —
– Bank loan 18 3,500 —
Total financial liabilities 10,480 3,632 Ubisense Group Plc Annual Report 2013 60
We have audited the parent company financial statements of Ubisense Group Plc for the year ended 31 December 2013 which comprise the parent 
company balance sheet 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 auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 25, the Directors are responsible for the preparation of the parent 
company 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 
parent company 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 parent company financial statements:
 » give a true and fair view of the state of the Company’s affairs as at 31 December 2013; 
 » 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 parent company 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:
 » adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from 
branches not visited by us; or
 » the parent company 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.
Other matter
We have reported separately on the Group financial statements of Ubisense Group Plc for the year ended 31 December 2013.
Paul Naylor
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Cambridge
24 March 2014
Independent auditor’s report
to the members of Ubisense Group Plc Financial statements
Ubisense Group Plc Annual Report 2013 61
Notes
2013
£’000
2012
£’000
Fixed assets
Investments in subsidiaries 3 17,332 15,906
Current assets
Debtors 4 7,540 7,772
Cash at bank and in hand 288 —
7,828 7,772
Creditors – amounts falling due within one year 5 (403) —
Net current assets 7,425 7,772
Total assets less current liabilities 24,757 23,678
Net assets 24,757 23,678
Capital and reserves
Called-up share capital 6 461 438
Share premium account 7 24,050 22,251
Share-based payment reserve 7 746 654
Profit and loss reserve 7 (500) 335
Equity shareholders’ funds 8 24,757 23,678
The notes on pages 62 to 63 are an integral part of the Company financial statements.
The financial statements were approved by the Board of Directors on 24 March 2014 and signed on its behalf by:
Richard Green   Robert Parker
Chief Executive Officer   Chief Financial Officer
Ubisense Group Plc
Registered Number: 05589712
Company balance sheet
at 31 December 2013 Ubisense Group Plc Annual Report 2013 62
1 Principal accounting policies
The separate financial statements of the Company are presented as required by the Companies Act 2006. They have been prepared under the 
historical cost convention and in accordance with applicable United Kingdom Accounting Standards and law. 
The principal accounting policies are summarised below. They have been applied consistently throughout the year and the preceding year.
The Company has taken advantage of the exemption allowed under FRS 8 “Related Party Disclosures” not to show transactions with other wholly 
owned companies in the Group headed by Ubisense Group Plc.
Share-based payments
The Company issues equity-settled share-based payments to certain employees of its subsidiaries. Equity-settled share-based payments are measured 
at fair value at the date of grant using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management’s 
best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share-based payment is accounted for 
as a capital contribution to the subsidiaries. Investments in subsidiaries are increased by the aggregate amount of share-based payment with a 
corresponding increase in shareholders’ funds for the same amount.
Investments in subsidiaries
Fixed asset investments are shown at cost less provision for impairment. 
Deferred taxation
Deferred tax is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less 
tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion 
of items of income and expenditure in taxation computations in periods different from those in which they are included in financial statements. 
Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and 
liabilities are not discounted.
2 Loss for the year
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its own profit and loss account for the year. 
Ubisense Group Plc reported a loss for the financial year ended 31 December 2013 of £835,000 (2012: £122,000).
The Company does not have any employees (2012: nil). Directors’ emoluments are disclosed in note 7 of the consolidated financial statements. 
The Directors were not remunerated by the parent company.
3 Investments in subsidiaries
Investments in
 subsidiaries
 £’000
Cost and net book amount
At 1 January 2013 15,906
Additions 1,334
Capital contribution relating to share-based payments 92
At 31 December 2013 17,332
Additions
Additions in the year relate to:
 » acquisition of Geoplan Interworks K.K. for total consideration of £30,000; and
 » subscription of new shares in existing subsidiary companies: Ubisense Solutions Inc. for total consideration of £316,000 and Ubisense Inc. 
for total consideration of £988,000.
Capital contribution
The capital contributions relating to share-based payments arise because the Company has granted share options to the employees of its 
various subsidiaries.
Notes to the Company financial statements
for the year ended 31 December 2013 Financial statements
Ubisense Group Plc Annual Report 2013 63
4 Debtors
2013
£’000
2012
£’000
Amounts owed by subsidiary undertakings 7,537 7,769
Other debtors 3 3
7,540 7,772
5 Creditors: amounts falling due within one year
2013
£’000
2012
£’000
Trade accruals 403 —
6 Share capital
2013
Number
2012
Number
2013
£’000
2012
£’000
Allotted, called-up and fully paid
Ordinary shares of £0.02 each 23,079,146 21,919,744 461 438
A description of the movements in share capital in the year is given in note 20 of the consolidated financial statements.
7 Reserves
Share
premium
£’000
Share-based
 payment
reserve
£’000
Profit and
loss reserve
 £’000
Balance at 1 January 2013 22,251 654 335
Loss for the year — — (835)
Reserve credit for equity-settled share-based payment — 92 —
Premium on new share capital 1,799 — —
Change in year 1,799 92 (835)
Balance at 31 December 2013 24,050 746 (500)
8 Reconciliation of movements in shareholders’ funds
2013
£’000
2012
£’000
Loss for the year (835) (122)
Reserve credit for equity-settled share-based payment 92 63
Issue of new share capital 23 5
Premium on new share capital 1,799 220
Net change in shareholders’ funds 1,079 166
Shareholders’ funds at 1 January 23,678 23,512
Shareholders’ funds at 31 December 24,757 23,678 Ubisense Group Plc Annual Report 2013 64
Ubisense Group Plc
(Incorporated and registered in England and Wales with registered number 05589712)
Notice is hereby given that the Annual General Meeting (“Meeting”) of Ubisense Group Plc (the “Company”) is to be held at the offices 
of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD on 15 May 2014 at 1.00pm.
You will be asked to consider and vote on the resolutions below. Resolutions 1, 2, 3, 4, 5 and 6 will be proposed as ordinary resolutions 
and resolution 7 will be proposed as a special resolution.
Ordinary business
Report and accounts
1.  THAT the Company’s annual accounts for the financial year ended 31 December 2013, together with the Directors’ Report and Auditors’ Report 
on those accounts, be received and adopted.
Re-election of Directors
2.  THAT J Keith Lomas, who retires by rotation and offers himself for re-appointment by general meeting, be re-elected as a Director 
of the Company.
3.  THAT Dr Robert Sansom, who retires by rotation and offers himself for re-appointment by general meeting, be re-elected as a Director 
of the Company.
4.  THAT Robert Parker, who offers himself for re-appointment at the Company’s first Annual General Meeting after his appointment to the Board, 
be re-elected as a Director of the Company.
Re-appointment of auditors
5.  THAT Grant Thornton UK LLP be re-appointed as the Company’s auditors to hold office from the conclusion of this meeting until the conclusion 
of the next meeting at which accounts are laid before the Company and that the Directors be authorised to agree the remuneration of the auditors.
Special business
Issue of ordinary shares
6.  THAT the Directors be hereby generally and unconditionally authorised and empowered pursuant to and in accordance with Section 551 of the 
Companies Act 2006 (the ”Act”) to exercise all the powers of the Company to allot shares and/or grant rights to subscribe for or to convert any 
security into shares (“Rights”):
 a.  up to an aggregate nominal value of £166,791 (being the nominal value of approximately one-third of the issued share capital of the Company); 
and
 b.  up to an aggregate nominal value of £26,000 in connection with options granted in accordance with the Company’s Articles of Association 
prior to the Company’s admission to trading on AIM of the London Stock Exchange,
   such authorities to expire on the earlier of the next Annual General Meeting of the Company held after the date on which this resolution becomes 
unconditional and the date 15 months after the passing of this resolution, save that the Company may at any time before such expiry make any 
offer(s) or enter into any agreement(s) which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors 
may allot shares or grant Rights in pursuance of any such offer(s) or agreement(s) as if the authority conferred hereby had not expired. This resolution 
revokes and replaces all unexercised authorities previously granted to the Directors to allot shares or grant Rights but without prejudice to any 
allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.
Notice of Annual General Meeting  Ubisense Group Plc Annual Report 2013 65
Additional Information
7.  THAT subject to and conditional upon the passing of resolution number 6 opposite, the Directors be and are hereby generally authorised in accordance 
with Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) of the Company for cash as if Section 561(1) of the Act 
did not apply to any such allotment, provided that this authority shall be limited to:
 a.  the allotment of equity securities in connection with an offer by way of rights in favour of the holders of equity securities in proportion (as nearly 
as may be possible) to the respective number of ordinary shares of £0.02 each held by them, but subject to such exclusions or other arrangements 
as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems in respect of overseas 
holders or otherwise;
 b.  the allotment of equity securities in connection with options granted in accordance with the Company’s Articles of Association prior to the 
Company’s admission to trading on the AIM Market of the London Stock Exchange up to an aggregate nominal value of £26,000; and
 c.  the allotment of equity securities (otherwise than pursuant to sub-paragraphs (a) and (b) above) up to a maximum aggregate nominal value 
of £75,055 (being the nominal value of approximately 15% of the issued share capital of the Company),
  and this authority shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company held after the date on which 
this resolution becomes unconditional and the date 15 months after the passing of this resolution save that the Company may make any offer(s) 
or enter into any agreement(s) before such expiry which would or might require equity securities to be allotted after such expiry and the Directors 
may allot equity securities pursuant to any such offer(s) or agreement(s) as if the authority conferred hereby had not expired. This resolution revokes 
and replaces all unexercised authorities previously granted to the Directors to allot equity securities but without prejudice to any allotment of equity 
securities already made, offered or agreed to be made pursuant to such authorities.
By order of the Board
Gordon Campbell Ubisense Group Plc
Company Secretary St. Andrew’s House
 St. Andrew’s Road
 Chesterton
 Cambridge
 CB4 1DL
 24 March 2014 Ubisense Group Plc Annual Report 2013 66
Entitlement to attend and vote
1.  Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the 
Company’s register of members at:
 » at the time which is 48 hours prior to the Meeting; or
 » if this Meeting is adjourned, at the time which is 48 hours prior to the adjourned meeting,
 shall be entitled to attend and vote at the Meeting.
Appointment of proxies
2.  If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to 
attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using 
the procedures set out in these notes and the notes to the proxy form.
3.  If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not 
have a right to appoint any proxies under the procedures set out in this “Appointment of proxies” section.
4.  A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman 
of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on 
your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
5.  You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more 
than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy the proxy form. Please indicate 
the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not 
exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must 
be signed and should be returned together in the same envelope. Failure to specify the number of shares to which each proxy appointment 
relates or specifying more shares than the number of shares held by you at the time set out in note 1 above will result in the proxy appointments 
being invalid.
6.  A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting 
indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks 
fit in relation to any other matter which is put before the Meeting.
Appointment of proxies using hard copy form
7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
 To appoint a proxy using the proxy form, the form must be:
 » completed and signed;
 » sent or delivered to the Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZZ or emailed to the 
Company Secretary at companysecretary@ubisense.net; and
 » received by the Company Secretary no later than 48 hours prior to the time set for the start of the Meeting.
  CREST members should use the CREST electronic proxy appointment service and refer to note 8 below in relation to the submission of a proxy 
appointment via CREST.
  In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the 
company or an attorney for the company.
  Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be 
included with the proxy form.
  In each case the proxy appointment must be received not less than 48 hours before the time for the holding of the Meeting or adjourned meeting 
together (except in the case of appointments made electronically) with any authority (or notarially certified copy of such authority) under which it 
is signed.
Notice of Annual General Meeting continued Ubisense Group Plc Annual Report 2013 67
Additional Information
Appointment of proxies through CREST
8.  As an alternative to completing the hard copy proxy form, CREST members who wish to appoint a proxy or proxies by utilising the CREST 
electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST 
Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service 
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 
  In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must 
be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (“EUI”) specifications and must contain the information required 
for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an 
amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company’s 
agent (ID: 3RA 50) by not later than 48 hours prior to the time appointed for the Meeting or adjourned meeting. For this purpose, the time of receipt 
will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s 
agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to 
proxies appointed through CREST should be communicated to the appointee through other means.
  CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special 
procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST 
Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or 
sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such 
action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, 
CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the 
CREST Manual concerning practical limitations of the CREST system and timings.
  The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities 
Regulations 2001.
Appointment of proxy by joint members
9.  In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most 
senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of 
members in respect of the joint holding (the first-named being the most senior).
Changing proxy instructions
10.  To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for 
receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the 
relevant cut-off time will be disregarded.
  Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy 
form, please contact the Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZZ.
  If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
11.  In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to 
revoke your proxy appointment to the Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZZ. In the case of 
a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company 
or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy 
of such power or authority) must be included with the revocation notice.
  The revocation notice must be received by the Company Secretary not less than 48 hours before the time for holding the Meeting 
or adjourned meeting.
  If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly 
below, your proxy appointment will remain valid.
  Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the 
Meeting in person, your proxy appointment will automatically be terminated. Ubisense Group Plc Annual Report 2013 68
Corporate representatives
12.  A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as 
a member provided that no more than one corporate representative exercises powers over the same share.
Issued shares and total voting rights
13.  As at 5.00pm on the day before this notice, the Company’s issued share capital comprised 25,018,652 ordinary shares of £0.02 each. 
Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights 
in the Company as at 5.00pm on the day before this notice is 25,018,652.
Communication
14.  Except as provided above, members who have general queries about the Meeting should use the following means of communication:
 » calling the Company Secretary on +44 (0) 1223 535165; or
 » calling our shareholder helpline on 0870 707 4081 or +44 (0) 870 707 4081 from outside of the UK. Lines are open Monday to Friday, 8.30am 
to 5.30pm; or
 » emailing the Company Secretary at companysecretary@ubisense.net.
 You may not use any electronic address provided either:
 » in this notice of Annual General Meeting; or
 » any related documents (including the proxy form),
 to communicate with the Company for any purposes other than those expressly stated.
Notice of Annual General Meeting continued Ubisense Group Plc’s commitment to environmental issues is reflected 
in this annual report which has been printed on Symbol Freelife Satin, an 
FSC
®
 Mix Certified paper, which ensures that all virgin pulp is derived 
from well-managed forests and other responsible sources.
Corporate directory
Registered office
St. Andrew’s House 
St. Andrew’s Road 
Chesterton 
Cambridge CB4 1DL 
UK
Website
www.ubisense.net
Registered number
05589712
Company Secretary
Gordon Campbell
Nominated Advisor and broker
Canaccord Genuity Limited 
88 Wood Street 
London EC2V 7QR 
UK
Banker
HSBC Bank plc 
Vitrum 
St Johns Innovation Park 
Cowley Road 
Cambridge CB4 0WS 
UK
Solicitor
Mills & Reeve LLP 
Francis House 
112 Hills Road 
Cambridge CB2 1PH 
UK
Auditor
Grant Thornton LLP 
Cambridge Office: 
101 Cambridge Science Park 
Milton Road 
Cambridge CB4 0FY 
UK
Registrar
Computershare Investor Services PLC 
The Pavilions 
Bridgwater Road 
Bristol 
BS99 6ZZ 
UK
Public relations advisor
FTI Consulting 
200 Aldersgate Street 
London 
EC1A 4HD 
UK
Shareholder information
Shareholder enquiries
Any shareholder with enquiries should, in the first instance, contact our 
Registrars, Computershare, using the address provided in the 
Corporate Directory.
Share price information
London Stock Exchange Alternative Investment Market (AIM) symbol: UBI
Information on the Company’s share price is available on the Ubisense 
Investor Relations website at http://www.ubisense.net/en/investor-relations/
Investor relations
St. Andrew’s House 
St. Andrew’s Road 
Chesterton 
Cambridge CB4 1DL 
UK
Email: corporate@ubisense.net 
Tel: + 44 (0) 1223 535 170
Financial calendar
Financial year end  31 December 2013
Full year results announced 25 March 2014
Annual General Meeting 15 May 2014 St. Andrew’s House 
St. Andrew’s Road 
Chesterton 
Cambridge CB4 1DL
Tel: +44 (0)1223 535 170 
Fax: +44 (0)1223 535 167
www.ubisense.net