Caseware UK (AP4) 2022.0.179 2022.0.179 892022-02-01No description of principal activityfalse87truefalse 08422419 2022-02-01 2023-01-31 08422419 2021-02-01 2022-01-31 08422419 2023-01-31 08422419 2022-01-31 08422419 2021-02-01 08422419 1 2022-02-01 2023-01-31 08422419 1 2021-02-01 2022-01-31 08422419 2 2022-02-01 2023-01-31 08422419 2 2021-02-01 2022-01-31 08422419 5 2022-02-01 2023-01-31 08422419 5 2021-02-01 2022-01-31 08422419 d:Director1 2022-02-01 2023-01-31 08422419 d:Director1 2023-01-31 08422419 d:Director2 2022-02-01 2023-01-31 08422419 d:Director2 2023-01-31 08422419 d:Director3 2022-02-01 2023-01-31 08422419 d:Director3 2023-01-31 08422419 d:Director4 2022-02-01 2023-01-31 08422419 d:Director4 2023-01-31 08422419 d:RegisteredOffice 2022-02-01 2023-01-31 08422419 e:Buildings e:LongLeaseholdAssets 2022-02-01 2023-01-31 08422419 e:Buildings e:LongLeaseholdAssets 2023-01-31 08422419 e:Buildings e:LongLeaseholdAssets 2022-01-31 08422419 e:FurnitureFittings 2022-02-01 2023-01-31 08422419 e:FurnitureFittings 2023-01-31 08422419 e:FurnitureFittings 2022-01-31 08422419 e:FurnitureFittings e:OwnedOrFreeholdAssets 2022-02-01 2023-01-31 08422419 e:ComputerEquipment 2022-02-01 2023-01-31 08422419 e:ComputerEquipment 2023-01-31 08422419 e:ComputerEquipment 2022-01-31 08422419 e:ComputerEquipment e:OwnedOrFreeholdAssets 2022-02-01 2023-01-31 08422419 e:OwnedOrFreeholdAssets 2022-02-01 2023-01-31 08422419 e:CurrentFinancialInstruments 2023-01-31 08422419 e:CurrentFinancialInstruments 2022-01-31 08422419 e:Non-currentFinancialInstruments 2023-01-31 08422419 e:Non-currentFinancialInstruments 2022-01-31 08422419 e:CurrentFinancialInstruments e:WithinOneYear 2023-01-31 08422419 e:CurrentFinancialInstruments e:WithinOneYear 2022-01-31 08422419 e:Non-currentFinancialInstruments e:AfterOneYear 2023-01-31 08422419 e:Non-currentFinancialInstruments e:AfterOneYear 2022-01-31 08422419 e:ReportableOperatingSegment7 2022-02-01 2023-01-31 08422419 e:ReportableOperatingSegment7 2021-02-01 2022-01-31 08422419 e:UKTax 2022-02-01 2023-01-31 08422419 e:UKTax 2021-02-01 2022-01-31 08422419 e:ShareCapital 2023-01-31 08422419 e:ShareCapital 2022-01-31 08422419 e:RetainedEarningsAccumulatedLosses 2022-02-01 2023-01-31 08422419 e:RetainedEarningsAccumulatedLosses 2023-01-31 08422419 e:RetainedEarningsAccumulatedLosses 2021-02-01 2022-01-31 08422419 e:RetainedEarningsAccumulatedLosses 2022-01-31 08422419 e:RetainedEarningsAccumulatedLosses 2021-02-01 08422419 e:AcceleratedTaxDepreciationDeferredTax 2023-01-31 08422419 e:AcceleratedTaxDepreciationDeferredTax 2022-01-31 08422419 e:TaxLossesCarry-forwardsDeferredTax 2023-01-31 08422419 e:TaxLossesCarry-forwardsDeferredTax 2022-01-31 08422419 e:RetirementBenefitObligationsDeferredTax 2023-01-31 08422419 e:RetirementBenefitObligationsDeferredTax 2022-01-31 08422419 d:OrdinaryShareClass1 2022-02-01 2023-01-31 08422419 d:OrdinaryShareClass1 2023-01-31 08422419 d:OrdinaryShareClass1 2022-01-31 08422419 d:FRS102 2022-02-01 2023-01-31 08422419 d:Audited 2022-02-01 2023-01-31 08422419 d:FullAccounts 2022-02-01 2023-01-31 08422419 d:PrivateLimitedCompanyLtd 2022-02-01 2023-01-31 08422419 e:WithinOneYear 2023-01-31 08422419 e:WithinOneYear 2022-01-31 08422419 e:BetweenOneFiveYears 2023-01-31 08422419 e:BetweenOneFiveYears 2022-01-31 iso4217:GBP xbrli:shares xbrli:pure


















Khoros London Limited
























Annual report and financial statements



For the year ended 31 January 2023



Registered number: 08422419

 
Khoros London Limited


Company Information


Directors
Kathie Jones 
Christopher Tranquill 




Registered number
08422419



Registered office
5 New Street Square
London

EC4A 3TW




Independent auditor
Buzzacott LLP

130 Wood Street

London

EC2V 6DL





 
Khoros London Limited


Contents



Page
Directors' report
 
1 - 2
Strategic report
 
3 - 4
Independent auditor's report
 
5 - 8
Statement of income and retained earnings
 
9
Statement of financial position
 
10
Statement of cash flows
 
11
Notes to the financial statements
 
12 - 22


 
Khoros London Limited

 
Directors' report
For the year ended 31 January 2023

The directors present their annual report and the financial statements of Khoros London Limited ('the company') for the year ended 31 January 2023.
Principal activity
The principal activity of the company is the provision of services to its parent on a cost plus basis to assist the group in
providing specialised software developed to allow its clients to deliver data-focused social marketing campaigns.

Results and dividends

The loss for the year, after taxation, amounted to £47,264 (2022 -profit £1,339,192).

The directors did not recommend or pay dividends during the year (2022 - £nil).

Directors

The directors who served during the year were:

John Blaha (resigned 25 October 2022)
April Downing (resigned 25 October 2022)
Kathie Jones (appointed 25 October 2022)
Christopher Tranquill (appointed 25 October 2022)

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;

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.

Future developments

The directors do not consider there to be any material future developments.

Page 1

 
Khoros London Limited
 
Directors' report (continued)
For the year ended 31 January 2023

Going concern

The financial statements have been prepared on a going concern basis, notwithstanding that the company is dependent
on income from Khoros, LLC, which has a material uncertainty related to going concern in its most recent audited financial
statements related to ongoing negotiations in the refinancing of loans.
The directors have concluded that the circumstances mentioned above represent a material uncertainty which may cast
significant doubt over the company's ability to continue as a going concern.
As of September 1, 2023, Khoros, LLC and Zeus Jointco Holdco, LLC have successfully finalized the groups recapitalization
efforts. This included an amendment to its existing debt facility and securing additional equity funding. These subsequent
events are expected to enhance the Company's financial flexibility and support its go-forward strategic objectives.
After considering the uncertainties and factors described above, the directors have a reasonable expectation that the
company will have adequate resources available to continue to meet their obligations as they fall due and continue in
operational existence for a period of at least 12 months from the date of signing these financial statements. For these
reasons the directors continue to adopt the going concern basis of accounting in preparing these annual financial
statements.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the year end.

This report was approved by the board on 29 September 2023 and signed on its behalf by:
 





Kathie Jones
Director

Page 2

 
Khoros London Limited


Strategic report
For the year ended 31 January 2023

Introduction
 
The Directors present their strategic report for Khoros London Limited ('the company') for the year ended 31
January 2023.

Business review
 
As directors of the company, we have closely reviewed the company's performance for the financial year 2023. It is important to highlight that the comprehensive review of our business performance, risk assessment, and strategic decisions takes place at the Khoros, LLC level. This structure ensures efficient resource allocation and informed decision-making across the entire group.
Operating as a subsidiary of Khoros, LLC, we benefit from the strategic guidance, support services, and consolidated resources provided by the parent entity. This enables us to focus on our core competencies while leveraging synergies within the group. The strategic alignment with Khoros, LLC empowers us to achieve operational excellence and support global strategic initiatives.
Our strategic outlook is closely linked to the overall direction set by Khoros, LLC. Key areas of focus include:
Leveraging Group Synergies: the company's operations are strategically integrated within the group, allowing us to optimize resources and capabilities. The centralized expertise of Khoros, LLC enhances our operational efficiency and competitive advantage.
Market Expansion: The strategic expansion into new markets and customer segments is guided by the insights and expertise of Khoros, LLC. This approach enables us to capitalize on emerging opportunities while minimizing risks.
Risk Management: Collaborating with Khoros, LLC allows us to access specialized risk management strategies that address potential challenges, including foreign currency exchange fluctuations and other global uncertainties.
Alignment with Khoros, LLC Strategy: Our strategic initiatives align with the broader objectives set by Khoros, LLC, ensuring cohesive efforts towards sustainable growth and value creation.
The company maintains a robust strategic relationship with Khoros, LLC, leveraging its guidance, support, and expertise for our operational success. Our collaborative approach positions us well to navigate challenges and seize opportunities in an evolving business landscape.

Principal risks and uncertainties
 
The assessment of risks and uncertainties associated with our operations is a collaborative effort between the company and Khoros, LLC. While our day-to-day operational risks are addressed within the company, the overarching risk management strategy, including currency exchange risk and other macroeconomic uncertainties, are managed by Khoros, LLC's for the consolidated group. This approach ensures a comprehensive and coordinated response to mitigate potential risks and seize opportunities.

Page 3

 
Khoros London Limited


Strategic report (continued)
For the year ended 31 January 2023

Financial and other key performance indicators
 
Given the overall structure and The Company's relation therewithin, the directors believe that a direct analysis of KPIs is not essential for stakeholders to grasp the development, performance, or position of the company. It's not that these metrics are irrelevant, but rather, in the context of our operations, they may not provide the most meaningful or comprehensive snapshot of our state and direction.
It is important to highlight that The Company operates under a broader corporate structure, and is a part of a larger group. At the Khoros, LLC/Zeus Jointco Holdco, LLC level, a suite of KPIs is indeed employed to evaluate and monitor overall performance. These KPIs encompass various dimensions of the business, including:
Software and Service Bookings: A measure of the demand and commitment from our customers for our products and services.
Renewals: An indicator of customer loyalty and satisfaction, as it tracks the renewal rates of our service contracts.
Customer Health: Evaluates the overall well-being of our customer relationships, encompassing factors like product usage, satisfaction scores, and potential for growth or upsell.
Employee Satisfaction: An essential metric for any organization, as content and motivated employees often translate to better business performance and customer satisfaction.
Financial Performance: Traditional financial metrics that gauge the financial health, profitability, and sustainability of the business.
While these KPIs are monitored at the parent level, they provide valuable overarching insights that indirectly influence our strategies and operations. Stakeholders can access insights and reports on these KPIs from the Khoros, LLC/Zeus Jointco Holdco, LLC level for a broader perspective on performance metrics.
 


This report was approved by the board on 29 September 2023 and signed on its behalf by:



Kathie Jones
Director

Page 4

 
 
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Independent auditor's report to the members of Khoros London Limited
For the year ended 31 January 2023

Opinion


We have audited the financial statements of Khoros London Limited (the 'company') for the year ended 31 January 2023, which comprise the Statement of income and retained earnings, the Statement of financial position, the Statement of cash flows 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 January 2023 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 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.


Material uncertainty related to going concern


We draw attention to note 2.2 in the financial statements, which indicates that the company is dependent on another entity in the group for income, and this entity has a material uncertainty related to going concern. As stated in note 2.2, these conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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.


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


Page 5

 
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Independent auditor's report to the members of Khoros London Limited (continued)
For the year ended 31 January 2023

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

 
Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 1, 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 6

 
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Independent auditor's report to the members of Khoros London Limited (continued)
For the year ended 31 January 2023



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.


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:

How the audit was considered capable of detecting irregularities including fraud
 
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 Senior Statutory Auditor 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 company;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
we focused our planned audit work 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, employment legislation, and taxation legislation.

We assessed the extent of compliance with the laws and regulations identified above through:

making enquiries of management;
reviewing legal expenditure throughout the year for any potential litigation or claims; and
considering the internal controls in place that are designed 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:

determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;
tested journal entries throughout the year to identify unusual transactions;
performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;
recalculated income based on the agreement in place;
reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias
on the part of the company's management; and
carried out substantive testing to check the occurrence and cut-off of income and expenditure.
 
Page 7

 
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Independent auditor's report to the members of Khoros London Limited (continued)
For the year ended 31 January 2023

Auditor's responsibilities for the audit of the financial statements (continued)
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;
reviewing the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.
 
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. 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.


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 Auditor's 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 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.




Simon Wax (Senior statutory auditor)
for and on behalf of
Buzzacott LLP
Statutory Auditor
130 Wood Street
London
EC2V 6DL

17 October 2023
Page 8

 
Khoros London Limited


Statement of income and retained earnings
For the year ended 31 January 2023

2023
2022
£
£

  

Turnover
 4 
11,969,063
11,241,171

Gross profit
  
11,969,063
11,241,171

Administrative expenses
  
(12,125,816)
(9,669,700)

Operating (loss)/profit
 5 
(156,753)
1,571,471

Tax on (loss)/profit
 8 
109,489
(232,279)

(Loss)/profit after tax
  
(47,264)
1,339,192

  

  

Retained earnings at the beginning of the year
  
2,250,413
911,221

  
2,250,413
911,221

(Loss)/profit for the year
  
(47,264)
1,339,192

Retained earnings at the end of the year
  
2,203,149
2,250,413
The notes on pages 12 to 22 form part of these financial statements.

Page 9

 
Khoros London Limited - Registered number: 08422419

Statement of financial position
As at 31 January 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 9 
153,418
174,891

  
153,418
174,891

Current assets
  

Debtors
 10 
2,866,471
3,575,322

Cash at bank and in hand
 11 
520,638
380,791

  
3,387,109
3,956,113

Creditors: amounts falling due within one year
 12 
(1,091,613)
(1,548,130)

Net current assets
  
 
 
2,295,496
 
 
2,407,983

Total assets less current liabilities
  
2,448,914
2,582,874

Creditors: amounts falling due after more than one year
 13 
(245,755)
(332,451)

  

Net assets
  
2,203,159
2,250,423


Capital and reserves
  

Called up share capital 
 15 
10
10

Profit and loss account
  
2,203,149
2,250,413

  
2,203,159
2,250,423


The financial statements were approved and authorised for issue by the board on 29 September 2023 and were signed on its behalf by:




Kathie Jones
Director

The notes on pages 12 to 22 form part of these financial statements.

Page 10

 
Khoros London Limited


Statement of cash flows
For the year ended 31 January 2023

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(47,264)
1,339,192

Adjustments for:

Depreciation of tangible assets
51,000
72,894

Taxation charge
(109,489)
232,279

Decrease/(increase) in debtors
1,047,830
(858,434)

Decrease in creditors
(267,156)
(460,171)

Corporation tax paid
(505,547)
(127,716)

Net cash generated from operating activities

169,374
198,044


Cash flows from investing activities

Purchase of tangible fixed assets
(29,527)
-

Net cash from investing activities

(29,527)
-


Net increase in cash and cash equivalents
139,847
198,044

Cash and cash equivalents at beginning of year
380,791
182,747

Cash and cash equivalents at the end of year
520,638
380,791


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
520,638
380,791

520,638
380,791


The notes on pages 12 to 22 form part of these financial statements.

Page 11

 
Khoros London Limited

 
Notes to the financial statements
For the year ended 31 January 2023

1.


General information

Khoros London Limited is a private company limited by shares and incorporated in England and Wales. The registered office and principal place of business is 5 New Street Square, London, EC4A 3TW. The registered number of the company is 08422419.

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 Republic of Ireland' ('FRS102') and the Companies Act 2006.

The following principal accounting policies have been applied:

  
2.2

Going concern

The financial statements have been prepared on a going concern basis, notwithstanding that the company is dependent on income from Khoros, LLC, which has a material uncertainty related to going concern in its most recent audited financial statements related to ongoing negotiations in the refinancing of loans.
The directors have concluded that the circumstances mentioned above represent a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern. Nevertheless, after considering the uncertainties described above, the directors have a reasonable expectation that the company will have adequate resources available to continue to meet their obligations as they fall due and continue in operational existence for a period of at least 12 months from the date of signing these financial statements. 
As of September 1, 2023, Khoros, LLC and Zeus Jointco Holdco, LLC have successfully finalized the groups recapitalization efforts. This included an amendment to its existing debt facility and securing additional equity funding. These subsequent events are expected to enhance the Company's financial flexibility and support its go-forward strategic objectives.
For these reasons the directors continue to adopt the going concern basis of accounting in preparing these annual financial statements.

 
2.3

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 12

 
Khoros London Limited

Notes to the financial statements
For the year ended 31 January 2023

2.Accounting policies (continued)


2.3
Foreign currency translation (continued)

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Pensions

Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

Page 13

 
Khoros London Limited

Notes to the financial statements
For the year ended 31 January 2023

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

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

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 income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the term of the lease
Fixtures and fittings
-
33.33% straight line
Computer equipment
-
33.33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 14

 
Khoros London Limited

Notes to the financial statements
For the year ended 31 January 2023

2.Accounting policies (continued)

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.12

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The directors do not consider there to be any significant judgements in applying the company's accounting policies or key sources of estimation uncertainty.

Page 15

 
Khoros London Limited

 
Notes to the financial statements
For the year ended 31 January 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Provision of services
11,969,063
11,241,171

11,969,063
11,241,171


All turnover arose within the United Kingdom.


5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Exchange differences
719,473
(281,139)

Other operating lease rentals
457,914
471,914


6.


Auditor's remuneration

During the year, the company obtained the following services from the company's auditor:


2023
2022
£
£

Fees payable to the company's auditor for the audit of the company's financial statements
14,250
12,900

2023
2022
£
£

Fees payable to the company's auditor in respect of:


Other services relating to taxation
1,925
1,750

All other services
2,975
2,925

4,900
4,675

Page 16

 
Khoros London Limited

 
Notes to the financial statements
For the year ended 31 January 2023

7.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
6,612,999
5,843,755

Social security costs
903,075
804,182

Cost of defined contribution scheme
316,483
286,215

7,832,557
6,934,152


The average monthly number of employees, including directors, during the year was as follows:

2023
2022
No.
No.



Management and administration
59
57

Sales and marketing
30
30

89
87

The directors did not receive any remuneration in the year (2022 - £nil).


8.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(245,413)
232,279


(245,413)
232,279


Total current tax
(245,413)
232,279

Deferred tax


Origination and reversal of timing differences
(42,011)
-

Adjustments in respect of prior periods
177,935
-

Total deferred tax
135,924
-


Taxation on (loss)/profit on ordinary activities
(109,489)
232,279
Page 17

 
Khoros London Limited

 
Notes to the financial statements
For the year ended 31 January 2023
 
8.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 -lower than) the standard rate of corporation tax in the UK of 19% (2022 -19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(156,753)
1,571,471


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 -19%)
(29,783)
298,579

Effects of:


Expenses not deductible for tax purposes
1,784
391

Adjustments to tax charge in respect of prior periods
(245,413)
-

Adjustments to tax charge in respect of prior periods - deferred tax
177,935
-

Fixed asset differences
(3,929)
1,816

Remeasurement of deferred tax for change in tax rates
(10,083)
(38,130)

Movement in deferred tax not recognised
-
(30,377)

Total tax charge for the year
(109,489)
232,279


Factors that may affect future tax charges

With effect from 1 April 2023 the rate of corporation tax increased, tapering from 19% for businesses with profits of less than £50,000 to 25% for businesses with profits over £250,000.

Page 18

 
Khoros London Limited

 
Notes to the financial statements
For the year ended 31 January 2023

9.


Tangible fixed assets





Long-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 February 2022
240,857
49,139
49,789
339,785


Additions
-
29,527
-
29,527



At 31 January 2023

240,857
78,666
49,789
369,312



Depreciation


At 1 February 2022
81,649
44,410
38,835
164,894


Charge for the year
33,788
6,370
10,842
51,000



At 31 January 2023

115,437
50,780
49,677
215,894



Net book value



At 31 January 2023
125,420
27,886
112
153,418



At 31 January 2022
159,208
4,729
10,954
174,891


10.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
639,756
639,756

639,756
639,756

Due within one year

Amounts owed by group undertakings
1,707,361
2,612,026

Other debtors
40,955
32,919

Prepayments
110,893
126,170

Tax recoverable
338,979
-

Deferred taxation
28,527
164,451

2,866,471
3,575,322


Other debtors due after more than one year relate to a rental deposit. 

Page 19

 
Khoros London Limited

 
Notes to the financial statements
For the year ended 31 January 2023

11.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
520,638
380,791

520,638
380,791



12.


Creditors: amounts falling due within one year

2023
2022
£
£

Trade creditors
238,221
121,460

Corporation tax
-
276,057

Other taxation and social security
183,402
207,314

Other creditors
109,348
102,450

Accruals
560,642
840,849

1,091,613
1,548,130



13.


Creditors: amounts falling due after more than one year

2023
2022
£
£

Other creditors
245,755
332,451

245,755
332,451


Page 20

 
Khoros London Limited

 
Notes to the financial statements
For the year ended 31 January 2023

14.


Deferred taxation




2023


£






At beginning of year
164,451


Charged to profit or loss
(135,924)



At end of year
28,527

The deferred tax asset is made up as follows:

2023
2022
£
£


Fixed asset timing differences
(22,545)
18,868

Short term timing differences
11,227
145,583

Losses and other deductions
39,845
-

28,527
164,451


15.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



10 (2022 -10) ordinary share capital shares of £1.00 each
10
10



16.


Reserves

Profit and loss account

Includes all current period retained profits and losses.


17.


Contingent liabilities

There were no capital commitments at 31 January 2023 and 31 January 2022.


18.


Capital commitments


There were no capital commitments at 31 January 2023 and 31 January 2022.


Page 21

 
Khoros London Limited

 
Notes to the financial statements
For the year ended 31 January 2023

19.


Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately
from those of the company in an independently administered fund. The pension cost charge for the year represents contributions payable by the company to the fund and amounted to £316,483 (2022 - £286,215). As at the reporting date, £44,906 (2022 - £43,831) was payable in contributions to the fund.


20.


Commitments under operating leases

At 31 January 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
533,130
533,130

Later than 1 year and not later than 5 years
1,421,680
1,954,810

1,954,810
2,487,940


21.


Related party transactions

The company has taken advantage of the exemptions available under FRS102 regarding transactions with entities that are part of the group headed by Khoros, LLC, on the grounds that all subsidiary undertakings which are party to such transactions are wholly owned members of the group.


22.


Controlling party

The parent undertaking of the company is Spredfast International Inc.
The ultimate controlling party is Vista Equity Partners Management, LLC, a company incorporated in the United States of America. The registered office of this company is 401 Congress Avenue, Suite 3100, Austin, TX78701.
The smallest group of undertakings for which group accounts have been drawn up which include the company is headed by Spredfast International Inc. The registered office of this company is 200 W Cesar Chavez, Suit 600, Austin, Texas 78701, United States of America.
The largest group of undertakings for which group accounts have been drawn up which include the company is headed by Khoros, LLC. The registered office of this company is Khoros International, LLC, 7300 Ranch Road 2222, Building 1, Austin, Texas 78730-3204, United States of America.

Page 22