Codify Holdings Limited SC472334 false 2021-01-01 2021-12-31 2021-12-31 The principal activity of the company is that of holding investments. Digita Accounts Production Advanced 6.30.9574.0 true true true false true true SC472334 2021-01-01 2021-12-31 SC472334 2021-12-31 SC472334 bus:Consolidated 2021-12-31 SC472334 core:CurrentFinancialInstruments 2021-12-31 SC472334 core:CurrentFinancialInstruments 2 2021-12-31 SC472334 core:CurrentFinancialInstruments core:WithinOneYear 2021-12-31 SC472334 bus:FRS102 2021-01-01 2021-12-31 SC472334 bus:Audited 2021-01-01 2021-12-31 SC472334 bus:FullAccounts 2021-01-01 2021-12-31 SC472334 bus:RegisteredOffice 2021-01-01 2021-12-31 SC472334 bus:Director1 2021-01-01 2021-12-31 SC472334 bus:Director5 2021-01-01 2021-12-31 SC472334 bus:Director8 2021-01-01 2021-12-31 SC472334 bus:Consolidated 2021-01-01 2021-12-31 SC472334 bus:PrivateLimitedCompanyLtd 2021-01-01 2021-12-31 SC472334 core:Subsidiary1 2021-01-01 2021-12-31 SC472334 core:Subsidiary1 countries:Scotland 2021-01-01 2021-12-31 SC472334 core:UKTax 2021-01-01 2021-12-31 SC472334 1 2021-01-01 2021-12-31 SC472334 countries:Scotland 2021-01-01 2021-12-31 SC472334 2020-01-01 2020-12-31 SC472334 2020-12-31 SC472334 core:CurrentFinancialInstruments 2020-12-31 SC472334 core:CurrentFinancialInstruments 2 2020-12-31 SC472334 core:CurrentFinancialInstruments core:WithinOneYear 2020-12-31 SC472334 core:Subsidiary1 2020-01-01 2020-12-31 SC472334 core:UKTax 2020-01-01 2020-12-31 iso4217:GBP xbrli:pure

Registration number: SC472334

Codify Holdings Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2021

Brebners
Chartered Accountants & Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

 

Codify Holdings Limited

Contents

Company Information

1

Directors' Report

2

Statement of Directors' Responsibilities

3

Independent Auditor's Report

4 to 6

Statement of Income and Retained Earnings

7

Statement of Financial Position

8

Notes to the Financial Statements

9 to 13

 

Codify Holdings Limited

Company Information

Directors

J F Mottard

D Bruce

P Norgate

Registered office

Johnstone House
52-54 Rose Street
Aberdeen
AB10 1UD

Auditor

Brebners
Chartered Accountants & Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR


 

 

Codify Holdings Limited

Directors' Report for the Year Ended 31 December 2021

The directors present their report and the financial statements for the year ended 31 December 2021.

Directors of the company

The directors who held office during the year were as follows:

J F Mottard

D Bruce

P Norgate

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Small companies provision statement

This report has been prepared in accordance with the small companies regime under the Companies Act 2006.

Approved by the director on 13 September 2022 and signed by:



 

.........................................
P Norgate
Director

 

Codify Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions 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.

 

Codify Holdings Limited

Independent Auditor's Report to the Members of Codify Holdings Limited
for the Year Ended 31 December 2021

Opinion

We have audited the financial statements of Codify Holdings Limited (the 'company') for the year ended 31 December 2021, which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, and Notes to the Financial Statements, including a summary of significant accounting policies. The 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 loss 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 Auditor’s 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 UK, including the FRC’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 director's 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 original financial statements were 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.

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 auditor’s 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 statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify 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.

 

Codify Holdings Limited

Independent Auditor's Report to the Members of Codify Holdings Limited
for the Year Ended 31 December 2021

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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, 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.

the directors were not entitled to take advantage of the small companies' exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities (set out on page 3), 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.

Auditor’s 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 auditor’s 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.

 

Codify Holdings Limited

Independent Auditor's Report to the Members of Codify Holdings Limited
for the Year Ended 31 December 2021

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:

Based on our understanding of the company and the industry in which it operates, we determined that the principle risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006), UK corporate taxation laws, health and safety legislation and data protection legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.

We understood how the company is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company's financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management's incentives and opportunities for fraudulent manipulation of the financial statements.

We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.

Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.

The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.

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 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.

......................................
Darren Bond (Senior Statutory Auditor)
For and on behalf of
Brebners, Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

14 September 2022

 

Codify Holdings Limited

Statement of Income and Retained Earnings for the Year Ended 31 December 2021

Note

2021
£

2020
£

Turnover

-

-

Administrative expenses

 

(3,365)

(31,726)

Operating loss

(3,365)

(31,726)

Loss before tax

 

(3,365)

(31,726)

Taxation

5

1,283

274

Loss for the financial year

 

(2,082)

(31,452)

Retained earnings brought forward

 

224,203

255,655

Retained earnings carried forward

 

222,121

224,203

 

Codify Holdings Limited

Statement of Financial Position as at 31 December 2021

Note

2021
£

2020
£

Fixed assets

 

Investments

6

5,250

5,250

Current assets

 

Debtors

7

592

14,356

Cash at bank and in hand

 

251,912

240,062

 

252,504

254,418

Creditors: Amounts falling due within one year

9

(30,293)

(30,125)

Net current assets

 

222,211

224,293

Net assets

 

227,461

229,543

Capital and reserves

 

Called up share capital

5,340

5,340

Profit and loss account

222,121

224,203

Shareholders' funds

 

227,461

229,543

Company registration number: SC472334

Approved and authorised by the Board on 13 September 2022 and signed on its behalf by:

 

......................................................................

P Norgate

Director

 

Codify Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2021

1

General information

The company is a private company limited by share capital, incorporated in Scotland.

The principal activity of the company is that of holding investments.

The address of its registered office is:
Johnstone House
52-54 Rose Street
Aberdeen
AB10 1UD
Scotland

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.

Summary of disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Sword Group SE, which can be obtained from www.sword-group.com/en/investors. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102.

(a) No cash flow statement has been presented for the company.
(b) Disclosures in respect of financial instruments have not been presented.
(c) Disclosure in respect of aggregate remuneration of key management personnel has not been presented.
(d) Disclosure in respect of share capital has not been presented.

Group accounts not prepared

The financial statements contain information about Codify Holdings Limited as an individual company and do not contain consolidated financial statements as the parent of a group.

The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Sword Group SE, a company incorporated in Luxembourg.

 

Codify Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2021

Going concern

The company made a loss after tax in the year to 31 December 2021 and had net assets at this date of £227,461. The principal activity of the company is that of a holding company and therefore it has not been affected by the Covid-19 pandemic. As such, having made enquiries, the directors have a reasonable expectation that the company has adequate resources to continue operating for the foreseeable future.

Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Finance leases

Assets held under hire purchase contracts are capitalised at the lesser of fair value or present value of minimum lease payments in the statement of financial position. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. A corresponding liability is recognised at the same value in the statement of financial position. The asset is then depreciated over its useful life.

The minimum lease payments are apportioned between the finance charge recognised in the income statement and the reduction of the outstanding liability using the effective interest method. The finance charge in each period is allocated so as to produce a constant periodic rate of interest on the remaining balance of the liability.

 

Codify Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2021

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3

Staff numbers

The average number of persons employed by the company during the year, was 0 (2020 - 0).

4

Auditor's remuneration

2021
 £

2020
 £

Audit of the financial statements

3,250

3,000


 

5

Taxation

Tax charged/(credited) in the income statement

2021
£

2020
£

Current taxation

UK corporation tax

(592)

(274)

UK corporation tax adjustment to prior periods

(691)

-

(1,283)

(274)

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2020 - higher than the standard rate of corporation tax in the UK) of 19% (2020 - 19%).

The differences are reconciled below:

2021
£

2020
£

Loss before tax

(3,365)

(31,726)

Corporation tax at standard rate

(639)

(6,028)

Tax (decrease)/increase from other short-term timing differences

(644)

5,754

Total tax credit

(1,283)

(274)

 

Codify Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2021

6

Investments in subsidiaries

2021
 £

2020
 £

Investments in subsidiaries

5,250

5,250

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2021

2020

Codify Ltd.

Union Plaza, 6th Floor, 1 Union Wynd, Aberdeen, Scotland, AB10 1DQ

Ordinary £0.10 shares

100%

100%

 

Scotland

     

The principal activity of Codify Ltd. is that of IT consultancy.

7

Debtors

Current

Note

2021
£

2020
£

Other debtors

 

-

14,000

Prepayments

 

-

82

Corporation tax asset

5

592

274

   

592

14,356

8

Cash and cash equivalents

2021
 £

2020
 £

Cash at bank

251,912

240,062

9

Creditors

2021
 £

2020
 £

Due within one year

Accrued expenses

30,293

30,125

 

Codify Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2021

10

Related party transactions

In accordance with FRS 102 paragraph 33.1A, exemption is taken not to disclose transactions in the year between wholly owned group undertakings.

11

Parent and ultimate parent undertaking

The company's immediate parent is Sword Charteris Limited, incorporated in England and Wales.

 The ultimate parent is Sword Group SE, incorporated in Luxembourg.
 

Sword Group SE, whose registered office is situated at Route d'Arlon 2-4, L-8399 Windhof, Luxembourg, is the parent of the largest and smallest group preparing consolidated financial statements incorporating the results of the company.