Caseware UK (AP4) 2021.0.152 2021.0.152 2021-12-312021-12-31442021-01-01trueintermediate holding companytruefalse 05981993 2021-01-01 2021-12-31 05981993 2020-01-01 2020-12-31 05981993 2021-12-31 05981993 2020-12-31 05981993 2020-01-01 05981993 c:CompanySecretary1 2021-01-01 2021-12-31 05981993 c:Director1 2021-01-01 2021-12-31 05981993 c:Director2 2021-01-01 2021-12-31 05981993 c:Director4 2021-01-01 2021-12-31 05981993 c:Director5 2021-01-01 2021-12-31 05981993 c:Director5 2021-12-31 05981993 c:Director6 2021-01-01 2021-12-31 05981993 c:Director6 2021-12-31 05981993 c:RegisteredOffice 2021-01-01 2021-12-31 05981993 d:CurrentFinancialInstruments 2021-12-31 05981993 d:CurrentFinancialInstruments 2020-12-31 05981993 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 05981993 d:CurrentFinancialInstruments d:WithinOneYear 2020-12-31 05981993 d:ShareCapital 2021-01-01 2021-12-31 05981993 d:ShareCapital 2021-12-31 05981993 d:ShareCapital 2020-12-31 05981993 d:ShareCapital 2020-01-01 05981993 d:SharePremium 2021-01-01 2021-12-31 05981993 d:SharePremium 2021-12-31 05981993 d:SharePremium 2020-12-31 05981993 d:SharePremium 2020-01-01 05981993 c:OrdinaryShareClass1 2021-01-01 2021-12-31 05981993 c:OrdinaryShareClass1 2021-12-31 05981993 c:OrdinaryShareClass1 2020-12-31 05981993 c:EntityHasNeverTraded 2021-01-01 2021-12-31 05981993 c:FRS102 2021-01-01 2021-12-31 05981993 c:Audited 2021-01-01 2021-12-31 05981993 c:FullAccounts 2021-01-01 2021-12-31 05981993 c:PrivateLimitedCompanyLtd 2021-01-01 2021-12-31 05981993 d:Subsidiary1 2021-01-01 2021-12-31 05981993 d:Subsidiary1 1 2021-01-01 2021-12-31 05981993 d:Subsidiary2 2021-01-01 2021-12-31 05981993 d:Subsidiary2 1 2021-01-01 2021-12-31 05981993 d:Subsidiary3 2021-01-01 2021-12-31 05981993 d:Subsidiary3 1 2021-01-01 2021-12-31 05981993 d:Subsidiary4 2021-01-01 2021-12-31 05981993 d:Subsidiary4 1 2021-01-01 2021-12-31 05981993 d:Subsidiary5 2021-01-01 2021-12-31 05981993 d:Subsidiary5 1 2021-01-01 2021-12-31 05981993 d:Subsidiary6 2021-01-01 2021-12-31 05981993 d:Subsidiary6 1 2021-01-01 2021-12-31 05981993 d:Subsidiary7 2021-01-01 2021-12-31 05981993 d:Subsidiary7 1 2021-01-01 2021-12-31 05981993 d:Subsidiary8 2021-01-01 2021-12-31 05981993 d:Subsidiary8 1 2021-01-01 2021-12-31 05981993 d:Subsidiary9 2021-01-01 2021-12-31 05981993 d:Subsidiary9 1 2021-01-01 2021-12-31 05981993 d:Subsidiary10 2021-01-01 2021-12-31 05981993 d:Subsidiary10 1 2021-01-01 2021-12-31 05981993 6 2021-01-01 2021-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 05981993
















CIRCLE SOFTWARE ACQUISITION LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED  31 DECEMBER 2021

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
COMPANY INFORMATION


Directors
A Bartolini 
P J Broadley 
A Probyn 
TL Devonish 




Company secretary
TL Devonish



Registered number
05981993



Registered office
180 Great Portland Street

London

W1W 5QZ




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
CIRCLE SOFTWARE ACQUISITION LIMITED
 


CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Statement of Comprehensive Income
 
8
Statement of Financial Position
 
8
Statement of Changes in Equity
 
9
Notes to the Financial Statements
 
10 - 13

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

Introduction
 
The directors present their Strategic Report for Circle Software Acquisition Limited  (the "Company") for the year ended 31 December 2021.

Business review
 
The Company acts as an intermediate non-trading holding company for an investment in Argus Software (UK) Limited and its subsidiaries. A review of the business activities of Argus Software (UK) Limited is set out in the financial statements of that company for the year ended 31 December 2021.

Principal risks and uncertainties
 
An assessment of risks and uncertainties faced by the Company and the development of strategies for dealing with these risks is achieved on an ongoing basis through the way in which the Company's trading subsidiaries are managed. The risk management process seeks to enable the early identification, evaluation, and effective management of the key risks facing the business at an operational level and to operate internal controls which adequately mitigate these risks. The Company regularly assesses its risk management activities to ensure good practice in all areas.
The Company's assets and liabilities comprise investments in subsidiaries and intercompany payables. As such, its main risk is the impairment of those investments, which would be impacted by operational risk at the trading subsidiary level.


This report was approved by the board on 20 July 2022 and signed on its behalf.



A Probyn
Director
Page 1

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

The directors present their report and the financial statements for Circle Software Acquisition Limited  (the "Company") for the year ended 31 December 2021.

Directors

The directors who served during the year were:

A Bartolini 
P J Broadley 
A Probyn 
L Turrin (resigned 26 April 2021)
TL Devonish (appointed 26 April 2021)

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Page 2

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021


Auditors

Under section 487(2) of the Companies Act 2006Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 20 July 2022 and signed on its behalf.
 





A Probyn
Director
Page 3

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIRCLE SOFTWARE ACQUISITION LIMITED
 

Opinion


We have audited the financial statements of Circle Software Acquisition Limited (the 'Company') for the year ended 31 December 2021, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2021 and of its result for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIRCLE SOFTWARE ACQUISITION LIMITED (CONTINUED)

Other information


The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 5

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIRCLE SOFTWARE ACQUISITION LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, was as follows:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the software supply sector; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we: 
 
performed analytical procedures to identify any unusual or unexpected relationships; 
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation; 
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and 
reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.
Page 6

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIRCLE SOFTWARE ACQUISITION LIMITED (CONTINUED)

Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

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 2006Our 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 Auditors' 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.





Stephen Iseman FCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

20 July 2022
Page 7

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021

The Company has not traded during the year or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither profit or loss.


STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

2021
2020
Note
£
£

Fixed assets
  

Investments
 7 
50,706,319
40,134,201

  

Current liabilities
  

Creditors: amounts falling due within one year
 8 
(2,172,612)
(2,172,612)

  

Net assets
  
48,533,707
37,961,589


Capital and reserves
  

Called up share capital 
 9 
26,244,046
17,746,387

Share premium account
  
22,289,661
20,215,202

  
48,533,707
37,961,589


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 July 2022.




A Probyn
Director

The notes on pages 10 to 13 form part of these financial statements.

Page 8

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 


 
 
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Share premium account
Total equity

£
£
£


At 1 January 2020
17,746,387
20,215,202
37,961,589



At 1 January 2021
17,746,387
20,215,202
37,961,589

Shares issued during the year
8,497,659
2,074,459
10,572,118


At 31 December 2021
26,244,046
22,289,661
48,533,707


The notes on pages 10 to 13 form part of these financial statements.

Page 9

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.


General information

Circle Software Acquisition Limited is a limited liability company incorporated in England and Wales with its registered office at 180 Great Portland Street, London, W1W 5QZ.
The principal activity of the Company is that of an intermediate holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The Company, being an intermediate undertaking within a group whose consolidated financial statements are publicly available, is exempt from the requirement to draw up a statement of cash flows in accordance with FRS 102.

 
2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.3

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.4

Creditors

Short term creditors are measured at the transaction price.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have made a judgement to determine whether there are indicators of impairment to the Company’s investments. This involves estimation of future cash flows expected to be generated by those investments and the selection of appropriate discount rates in order to calculate the present value of those cash flows.


4.


Auditors' remuneration

The Company's audit fees are borne by its subsidiary, Argus Software (UK) Limited.

5.


Employees

The Company had no employees during the current and preceding year.

Page 10

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

6.


Taxation

The Company has losses of £2,250,922 (2020 - £2,250,922) available for carry forward against future profit.
No provision has been made for the potential deferred tax asset in respect of surplus losses carried forward as the directors are uncertain as to when these may prove recoverable.


7.


Investments





Investments in subsidiary companies

£



Cost


At 1 January 2021
40,134,201


Additions
10,572,118



At 31 December 2021
50,706,319





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Argus Software (UK) Limited
Software supplier
Ordinary
100%
Circle Software International Limited*
Intermediate holding company
Ordinary
100%
Argus Software (Oceanic) Pty Limited*
Software supplier
Ordinary
100%
Argus Software (Canada) Inc*
Software supplier
Ordinary
100%
Voyanta Limited*
Software supplier
Ordinary
100%
Taliance Group SAS*
Software supplier
Ordinary
100%
Altus Group (France) Holdings SAS*
Software supplier
Ordinary
100%
Solutions Taliance Canada Inc**
Software supplier
Ordinary
100%
Taliance Limited**
Software supplier
Ordinary
100%
Taliance Inc**
Software supplier
Ordinary
100%

Page 11

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Subsidiary undertakings (continued)

*Circle Software International Limited, Argus Software (Oceanic) Pty Limited, Argus Software (Canada) Inc, Voyanta Limited, Taliance Group SAS and Altus Group (France) Holdings SAS are all subsidiaries of Argus Software (UK) Limited.
**Taliance Limited, Taliance Inc and Solutions Taliance Canada Inc are all subsidiaries of Taliance Group SAS. Argus Software (UK) Limited directly holds 21% of the share capital of Taliance Limited.
The registered office address of the above subsidiaries are as follows:

Argus Software (UK) Limited, Circle Software International Limited, Voyanta Limited and Taliance Limited - 180 Great Portland Street, London, W1W 5QZ
Argus Software (Oceanic) Pty Limited - Level 12, 1 Market Street, Sydney NSW 2000
Argus Software (Canada) Inc - 33 Yonge Street, Suite 500, Toronto, ON  M5E 1G4
Taliance Group SAS - 46 Rue Notre Dame des Victoires, 75002 Paris, France
Altus Group (France) Holdings SAS - 140 bis rue de Rennes,  75006 Paris, France 
Solutions Taliance Canada Inc - 1100 René-Lévesque Boulevard West, Suite 1600, Montreal, Quebec, H3B 4N4
Taliance Inc - 1209 Orange St., City of Wilmington, County of New Castle, Delaware 19801, USA


8.


Creditors

2021
2020
£
£

Amounts owed to group undertakings
2,172,612
2,172,612



9.


Share capital

2021
2020
£
£
Allotted, called up and fully paid



262,440,461 (2020 - 177,463,871) Ordinary shares of £0.10 each
26,244,046
17,746,387


On 1 April 2021, 84,976,590 Ordinary shares of £0.10 each were allotted and fully paid, at a premium of £2,074,459 which has been credited to share premium account, in consideration of acquisition of Altus Group (France) Holdings SAS, a company registered in France.


10.


Related party transactions

The Company has taken advantage of the exemption under FRS102 33.1A Related Party Disclosures not to disclose transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is a party to the transaction is wholly owned by a member of that group

Page 12

 
CIRCLE SOFTWARE ACQUISITION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

11.


Controlling party

The Company is a wholly owned subsidiary of Altus Group Limited, a company incorporated in Toronto, Ontario, Canada. Copies of group accounts are available from the Altus Group website at www.altusgroup.com.

Page 13